HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT SEVEN, 485APOS, 1999-07-26

HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT SEVEN
485APOS, 1999-07-26

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<PAGE>

As filed with the Securities and Exchange Commission on July 26, 1999.
File No. 333-76423

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]

Pre-Effective Amendment No. [ ]
-----

Post-Effective Amendment No. 1 [X]
-----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 6 [X]

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT SEVEN
(Exact Name of Registrant)

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Name of Depositor)

P. O. Box 2999
Hartford, CT 06104-2999
(Address of Depositor's Principal Offices)

(860) 843-6733
(Depositor's Telephone Number, Including Area Code)

Marianne O'Doherty
Hartford Life
P. O. Box 2999
Hartford, CT 06104-2999
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering: As soon as practicable after the
effective date of the registration statement.

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) of Rule 485
----
on ___________, 1999 pursuant to paragraph (b) of Rule 485
----
60 days after filing pursuant to paragraph (a)(1) of Rule 485
----
on ___________, 1998 pursuant to paragraph (a)(1) of Rule 485
----
this post-effective amendment designates a new effective date for a
----
previously filed post-effective amendment.

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 sates 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>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(A)

<TABLE>
<CAPTION>
N-4 ITEM NO. PROSPECTUS HEADING
---------------------------------------------------
<S> <C>
1. Cover Page Hartford Life and Annuity Insurance Company -
Separate Account Seven

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Yield Information
Information

5. General Description of Hartford Life and Annuity Insurance Company, The Separate
The Registrant Account, The Fixed Account, and The Funds

6. Deductions Contract Charges

7. General Description of The Contract, The Separate Account, The
Annuity Contracts Fixed Account, and Surrenders

8. Annuity Period Settlement Provisions

9. Death Benefit Death Benefits

10. Purchases and Contract Value The Contract, The Contract Offered, and
Contract Value

11. Redemptions Surrenders

12. Taxes Federal Tax Considerations

13. Legal Proceedings Legal Matters and Experts

14. Table of Contents of the Table of Contents to
Statement of Additional Statement of Additional
Information Information

15. Cover Page Part B; Statement of Additional
Information

16. Table of Contents Table of Contents

17. General Information and History Summary

<PAGE>

18. Services None

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Performance Data Calculation of Yield and Return

22. Annuity Payments Settlement Provisions

23. Financial Statements Financial Statements

24. Financial Statements and Financial Statements and
Exhibits Exhibits

25. Directors and Officers of the Directors and Officers of the
Depositor Depositor

26. Persons Controlled by or Under Persons Controlled by or Under
Common Control with the Common Control with the Depositor
Depositor or Registrant or Registrant

27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

30. Location of Accounts and Location of Accounts and Records
Records

31. Management Services Management Services

32. Undertakings Undertakings
</TABLE>

<PAGE>

PART A

<PAGE>

HARTFORD LEADERS EDGE
SEPARATE ACCOUNT SEVEN
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085
TELEPHONE: 1-800-862-6668 (CONTRACT OWNERS)
1-800-862-7155 (REGISTERED REPRESENTATIVES) [LOGO]

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

This prospectus describes information you should know before you purchase
Hartford Leaders Edge variable annuity. Please read it carefully.

Hartford Leaders Edge variable annuity is a contract between you and Hartford
Life Insurance Company where you agree to make at least one Premium Payment to
us and we agree to make a series of Annuity Payouts at a later date. This
Annuity is a flexible premium, tax-deferred, variable annuity offered to both
individuals and groups. It is:

x Flexible, because you may add Premium Payments at any time.

x Tax-deferred, which means you don't pay taxes until you take money out or
until we start to make Annuity Payouts.

x Variable, because the value of your Annuity will fluctuate with the
performance of the underlying funds.
- --------------------------------------------------------------------------------

At the time you purchase your Annuity, you allocate your Net Premium Payment,
which is any purchase payment less the sales charge and any premium taxes, to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Annuity assets separate from our company assets. The Sub-Accounts
then purchase shares of mutual funds set up exclusively for variable annuity or
variable life insurance products. These funds are not the same mutual funds that
you buy through your stockbroker or through a retail mutual fund. They may have
similar investment strategies and the same portfolio managers as retail mutual
funds. This Annuity offers you Funds with investment strategies ranging from
conservative to aggressive and you may pick those Funds that meet your
investment goals and risk tolerance. The Sub-Accounts and the Funds are listed
below:

- - AMERICAN FUNDS ASSET ALLOCATION SUB-ACCOUNT which purchases Class 2 shares of
the Asset Allocation Fund of American Funds Insurance Series (also known as
American Variable Insurance Series) ("American Funds Asset Allocation Fund")

- - AMERICAN FUNDS BOND SUB-ACCOUNT which purchases Class 2 shares of the Bond
Fund of American Funds Insurance Series ("American Funds Bond Fund")

- - AMERICAN FUNDS GLOBAL GROWTH SUB-ACCOUNT which purchases Class 2 shares of the
Global Growth Fund of American Funds Insurance Series ("American Funds Global
Growth Fund")

- - AMERICAN FUNDS GLOBAL SMALL CAPITALIZATION SUB-ACCOUNT which purchases Class 2
shares of the Global Small Capitalization Fund of American Funds Insurance
Series ("American Funds Global Small Capitalization Fund")

- - AMERICAN FUNDS GROWTH SUB-ACCOUNT which purchases Class 2 shares of the Growth
Fund of American Funds Insurance Series ("American Funds Growth Fund")

- - AMERICAN FUNDS GROWTH-INCOME SUB-ACCOUNT which purchases Class 2 shares of the
Growth-Income Fund of American Funds Insurance Series ("American Funds
Growth-Income Fund")

- - AMERICAN FUNDS INTERNATIONAL SUB-ACCOUNT which purchases Class 2 shares of
International Fund of American Funds Insurance Series ("American Funds
International Fund")

- - AMERICAN FUNDS NEW WORLD SUB-ACCOUNT which purchases Class 2 shares of the New
World Fund of American Funds Insurance Series ("American Funds New World
Fund")

- - FRANKLIN REAL ESTATE SECURITIES SUB-ACCOUNT which purchases Class 2 shares of
the Real Estate Securities Fund of the Franklin Templeton Variable Insurance
Products Trust* ("Real Estate Securities Fund")

- - FRANKLIN SMALL CAP SUB-ACCOUNT which purchases Class 2 shares of the Small Cap
Fund of the Franklin Templeton Variable Insurance Products Trust* ("Small Cap
Fund")

- - FRANKLIN STRATEGIC INCOME INVESTMENTS SUB-ACCOUNT which purchases Class 1
shares of the Franklin Strategic Income Investments Fund of the Templeton
Variable Products Series Fund

- - HARTFORD MONEY MARKET HLS SUB-ACCOUNT which purchases Class IA shares of the
Hartford Money Market HLS Fund

- - MFS CAPITAL OPPORTUNITIES SUB-ACCOUNT which purchases shares of the
MFS-Registered Trademark- Capital Opportunities Series of the
MFS-Registered Trademark- Variable Insurance Trust-SM-

<PAGE>

- - MFS EMERGING GROWTH SUB-ACCOUNT which purchases shares of the
MFS-Registered Trademark- Emerging Growth Series of the
MFS-Registered Trademark- Variable Insurance Trust-SM-

- - MFS GLOBAL EQUITY SUB-ACCOUNT which purchases shares of the
MFS-Registered Trademark- Global Equity Series of the
MFS-Registered Trademark- Variable Insurance Trust-SM-

- - MFS GROWTH SUB-ACCOUNT which purchases shares of the
MFS-Registered Trademark-Growth Series of the MFS-Registered Trademark-
Variable Insurance Trust-SM-

- - MFS GROWTH WITH INCOME SUB-ACCOUNT which purchases shares of the
MFS-Registered Trademark- Growth with Income Series of the
MFS-Registered Trademark- Variable Insurance Trust-SM-

- - MFS HIGH INCOME SUB-ACCOUNT which purchases shares of the
MFS-Registered Trademark- High Income Series of the
MFS-Registered Trademark-Variable Insurance Trust-SM-

- - MFS NEW DISCOVERY SUB-ACCOUNT which purchases shares of the
MFS-Registered Trademark- New Discovery Series of the
MFS-Registered Trademark- Variable Insurance Trust-SM-

- - MFS TOTAL RETURN SUB-ACCOUNT which purchases shares of the
MFS-Registered Trademark- Total Return Series of the
MFS-Registered Trademark-Variable Insurance Trust-SM-

- - MUTUAL SHARES SECURITIES SUB-ACCOUNT which purchases Class 2 shares of Mutual
Shares Securities Fund of the Franklin Templeton Variable Insurance Products
Trust*

- - TEMPLETON ASSET ALLOCATION SUB-ACCOUNT which purchases Class 2 shares of the
Templeton Asset Allocation Fund of the Templeton Variable Products Series Fund
("Templeton Asset Allocation Fund")

- - TEMPLETON DEVELOPING MARKETS EQUITY SUB-ACCOUNT which purchases Class 1 shares
of the Templeton Developing Markets Equity Fund of the Franklin Templeton
Variable Insurance Products Trust* ("Templeton Developing Markets Equity
Fund")

- - TEMPLETON GLOBAL GROWTH SUB-ACCOUNT which purchases Class 2 shares of the
Templeton Global Growth Fund of the Franklin Templeton Variable Insurance
Products Trust* ("Templeton Global Growth Fund")

- - TEMPLETON INTERNATIONAL SUB-ACCOUNT which purchases Class 2 shares of the
Templeton International Fund of the Templeton Variable Products Series Fund
("Templeton International Fund")

* Formerly Franklin Valuemark Funds

You may also allocate some or all of your Net Premium Payment to the "Fixed
Accumulation Feature", which pays an interest rate guaranteed for a certain time
period from the time the Premium Payment is made. Premium Payments allocated to
the Fixed Accumulation Feature are not segregated from our company assets like
the assets of the Separate Account.

If you decide to buy this Annuity, you should keep this prospectus for your
records. You can also call us at 1-800-862-6668 to get a Statement of Additional
Information, free of charge. The Statement of Additional Information contains
more information about this Annuity and, like this prospectus, is filed with the
Securities and Exchange Commission ("SEC"). We have included the Table of
Contents for the Statement of Additional Information at the end of this
prospectus.

Although we file the prospectus and the Statement of Additional Information with
the SEC, the SEC doesn't approve or disapprove these securities or determine if
the information is truthful or complete. Anyone who represents that the SEC does
these things may be guilty of a criminal offense. This prospectus and the
Statement of Additional Information can also be obtained from the SEC's website
(HTTP://WWW.SEC.GOV).

This Annuity IS NOT:

- A bank deposit or obligation

- Federally insured

- Endorsed by any bank or governmental agency

This Annuity may not be available for sale in all states.
- --------------------------------------------------------------------------------
PROSPECTUS DATED:
STATEMENT OF ADDITIONAL INFORMATION DATED:
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 3
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
----------------------------------------------------------------------------
DEFINITIONS 4
----------------------------------------------------------------------------
FEE TABLE 6
----------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES 7
----------------------------------------------------------------------------
HIGHLIGHTS 11
----------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION 12
----------------------------------------------------------------------------
Hartford Life and Annuity Insurance Company 12
----------------------------------------------------------------------------
The Separate Account 12
----------------------------------------------------------------------------
The Funds 13
----------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION 15
----------------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURE 16
----------------------------------------------------------------------------
THE CONTRACT 17
----------------------------------------------------------------------------
Purchases and Contract Value 17
----------------------------------------------------------------------------
Charges and Fees 18
----------------------------------------------------------------------------
Death Benefit 20
----------------------------------------------------------------------------
Surrenders 21
----------------------------------------------------------------------------
ANNUITY PAYOUTS 23
----------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE 25
----------------------------------------------------------------------------
OTHER INFORMATION 25
----------------------------------------------------------------------------
Year 2000 26
----------------------------------------------------------------------------
Legal Matters and Experts 26
----------------------------------------------------------------------------
More Information 27
----------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS 27
----------------------------------------------------------------------------
A. General 27
----------------------------------------------------------------------------
B. Taxation of Hartford and the Separate Account 27
----------------------------------------------------------------------------
C. Taxation of Annuities -- General Provisions Affecting Purchasers
Other Than Qualified Retirement Plans 27
----------------------------------------------------------------------------
D. Federal Income Tax Withholding 30
----------------------------------------------------------------------------
E. General Provisions Affecting Qualified Retirement Plans 30
----------------------------------------------------------------------------
F. Annuity Purchases By Nonresident Aliens and Foreign
Corporations 30
----------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED PLANS 31
----------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION 34
----------------------------------------------------------------------------
</TABLE>

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

DEFINITIONS

These terms are capitalized when used throughout this prospectus. Please refer
to these defined terms if you have any questions as you read your prospectus.

ACCOUNT: Any of the Sub-Accounts or Fixed Accumulation Feature.

ACCUMULATION UNIT VALUE: The daily price of Accumulation Units on any Valuation
Day.

ACCUMULATION UNITS: If you allocate your Premium Payment to any of the
Sub-Accounts, we will convert those payments into Accumulation Units in the
selected Sub-Accounts. Accumulation Units are valued at the end of each
Valuation Day and are used to calculate the value of your Contract prior to
Annuitization.

ADMINISTRATIVE OFFICE OF THE COMPANY: Our location and overnight mailing address
is: 200 Hopmeadow Street, Simsbury, Connecticut 06089. Our standard mailing
address is: Investment Product Services, P.O. Box 5085, Hartford, CT 06102-5085.

ANNIVERSARY VALUE: The value equal to the Contract Value as of a Contract
Anniversary, increased by the dollar amount of any Net Premium Payments made
since that anniversary and reduced by the dollar amount of any partial
Surrenders since that anniversary.

ANNUAL MAINTENANCE FEE: An annual $30 charge deducted on a Contract Anniversary
or upon full Surrender if the Contract Value at either of those times is less
than $50,000. The charge is deducted proportionately from each Account in which
you are invested.

ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed after your Contract is issued.

ANNUITY CALCULATION DATE: The date we calculate the first Annuity Payout.

ANNUITY COMMENCEMENT DATE: The date we start to make Annuity Payouts.

ANNUITY PAYOUT: The money we pay out after the Annuity Commencement Date for the
duration and frequency you select.

ANNUITY PAYOUT OPTION: Any of the options available for payout after the Annuity
Commencement Date or death of the Contract Owner or Annuitant.

ANNUITY UNIT: The unit of measure we use to calculate the value of your Annuity
Payouts under a variable dollar amount Annuity Payout Option.

ANNUITY UNIT VALUE: The daily price of Annuity Units on any Valuation Day.

BENEFICIARY: The person(s) entitled to receive a Death Benefit upon the death of
the Contract Owner or Annuitant.

CHARITABLE REMAINDER TRUST: An irrevocable trust, where an individual donor
makes a gift to the trust, and in return receives an income tax deduction. In
addition, the individual donor has the right to receive a percentage of the
trust earnings for a specified period of time.

CODE: The Internal Revenue Code of 1986, as amended.

COMMUTED VALUE: The present value of any remaining guaranteed Annuity Payouts.

CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before the Annuity Commencement Date. You must name
a Contingent Annuitant before the original Annuitant's death.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

CONTRACT ANNIVERSARY: The anniversary of the date we issued your Contract. If
the Contract Anniversary falls on a Non-Valuation Day, then the Contract
Anniversary will be the next Valuation Day.

CONTRACT VALUE: The total value of the Accounts on any Valuation Day.

CONTRACT YEAR: Any 12 month period between Contract Anniversaries, beginning
with the date the Contract was issued.

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value. In your Contract, this is defined as
the "Fixed Account".

GENERAL ACCOUNT: The General Account includes our company assets and any money
you have invested in the Fixed Accumulation Feature.

HARTFORD, WE OR OUR: Hartford Life Insurance Company. Only Hartford is a
capitalized term in the prospectus.

INTEREST ACCUMULATION VALUE: This is the amount that we use for the purpose of
calculating the optional interest accumulation death benefit.

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout Option provides for a survivor. The Joint Annuitant may not be
changed.

MAXIMUM ANNIVERSARY VALUE: This is the highest Anniversary Value prior to the
deceased's 81st birthday or the date of death, if earlier.

NET INVESTMENT FACTOR: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 5
- --------------------------------------------------------------------------------
the next, and is also used to calculate your Annuity Payout amount.

NET PREMIUM PAYMENT: This is your premium payment minus any sales charge or
premium tax, or any other fee that we take prior to allocating payments
according to your instructions.

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

PAYEE: The person or party you designate to receive Annuity Payouts.

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

PREMIUM TAX: A tax charged by a state or municipality on Premium Payments.

REQUIRED MINIMUM DISTRIBUTION: A federal requirement that individuals age 70 1/2
and older must take a distribution from their tax-qualified retirement account
by December 31, each year. For employer sponsored Qualified Contracts, the
individual must begin taking distributions at the age of 70 1/2 or upon
retirement, whichever comes later.

SUB-ACCOUNT VALUE: The value on or before the Annuity Calculation Date, which is
determined on any day by multiplying the number of Accumulation Units by the
Accumulation Unit Value for that Sub-Account.

SURRENDER: A complete or partial withdrawal from your Contract.

SURRENDER VALUE: The amount we pay you if you terminate your Contract before the
Annuity Commencement Date. The Surrender Value is equal to the Contract Value
minus any applicable charges.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange, generally 4:00 p.m. Eastern Time.

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

FEE TABLE SUMMARY
Contract Owner Transaction Expenses

<TABLE>
<S> <C>
Maximum Sales Charge Imposed on Purchases (as a percentage of
premium payments): 5.5 %
--------------------------------------------------------------------------
Range of Sales Charges Imposed on Purchases (as a percentage of
premium payments):

CUMULATIVE SALES
PREMIUM PAYMENT CHARGE
------------------------------------------------------------------ ------
Up to $49,999.99 5.5%
--------------------------------------------------------------------------
$50,000 to $99,999.99 4.5%
--------------------------------------------------------------------------
$100,000 to $249,999.99 3.5%
--------------------------------------------------------------------------
$250,000 to $499,999.99 2.5%
--------------------------------------------------------------------------
$500,000 to $999,999.99 2.0%
--------------------------------------------------------------------------
$1,000,000 and over 1.0%
--------------------------------------------------------------------------
Annual Maintenance Fee (1) $30
--------------------------------------------------------------------------
Separate Account Annual Expenses (as a percentage of average
Sub-Account Value)
Mortality and Expense Risk Charge 0.80%
Administrative 0.15%
--------------------------------------------------------------------------
Total Separate Account Annual Expenses 0.95%
--------------------------------------------------------------------------
Optional Charges:
Optional Interest Accumulation Charge (as a percentage of
Sub-Account Value) 0.15%
--------------------------------------------------------------------------
</TABLE>

(1) An annual $30 charge deducted on a Contract Anniversary or upon full
Surrender if the Contract Value at either of those times is less than
$50,000. The charge is deducted proportionately from each Account in which
you are invested.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Tables and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 7
- --------------------------------------------------------------------------------

Annual Fund Operating Expenses as of Each Fund's Fiscal Year End
(as a percentage of average net assets)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OPERATING
FEES OTHER EXPENSES EXPENSES
(WITH WAIVERS) 12B-1 FEES (WITH WAIVERS) (WITH WAIVERS)
<S> <C> <C> <C> <C>
-------------------------------------------------------------------------------------------------------------------
American Funds Asset Allocation Fund 0.44% 0.25% 0.01% 0.70%
-------------------------------------------------------------------------------------------------------------------
American Funds Bond Fund 0.52% 0.25% 0.02% 0.79%
-------------------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund 0.69% 0.25% 0.06% 1.00%
-------------------------------------------------------------------------------------------------------------------
American Funds Global Small Capitalization Fund
(1) 0.79% 0.25% 0.04% 1.08%
-------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund 0.40% 0.25% 0.01% 0.66%
-------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund 0.35% 0.25% 0.01% 0.61%
-------------------------------------------------------------------------------------------------------------------
American Funds International Fund 0.57% 0.25% 0.09% 0.91%
-------------------------------------------------------------------------------------------------------------------
American Funds New World Fund (2) 0.85% 0.25% 0.08% 1.18%
-------------------------------------------------------------------------------------------------------------------
Real Estate Securities Fund Class 2 0.52% 0.25% 0.02% 0.79%
-------------------------------------------------------------------------------------------------------------------
Small Cap Fund Class 2 (3) 0.75% 0.25% 0.02% 1.02%
-------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Investments Fund (4) 0.43% N/A 0.32% 0.75%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund 0.43% N/A 0.02% 0.45%
-------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital Opportunities
Series-SM- (5)(6) 0.75% N/A 0.25% 1.02%
-------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Emerging Growth
Series-SM- (6) 0.75% N/A 0.10% 0.85%
-------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Global Equity
Series-SM- (5)(6) 1.00% N/A 0.25% 1.25%
-------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth Series-SM-
(5)(6) 0.75% N/A 0.25% 1.00%
-------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth with Income
Series-SM- (6) 0.75% N/A 0.13% 0.88%
-------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- High Income Series-SM-
(6) 0.75% N/A 0.28% 1.03%
-------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- New Discovery
Series-SM- (5)(6) 0.90% N/A 0.25% 1.17%
-------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Total Return
Series-SM- (6) 0.75% N/A 0.16% 0.91%
-------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund Class 2 (3) 0.74% 0.25% 0.03% 1.02%
-------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund Class 2 0.60% 0.25% 0.18% 1.03%
-------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity Fund Class 1
(7) 1.25% N/A 0.16% 1.41%
-------------------------------------------------------------------------------------------------------------------
Templeton Global Growth Fund Class 2 (3) 0.83% 0.25% 0.05% 1.13%
-------------------------------------------------------------------------------------------------------------------
Templeton International Fund Class 2 0.69% 0.25% 0.17% 1.11%
-------------------------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) These expenses are annualized. The Fund began operations on April 30, 1998.

(2) These expenses are estimated amounts for the current fiscal year.

(3) "Management Fees" include fund administration fees. Because Class 2 shares
are new, figures (other than Rule 12b-1 fees) are based on experience of
each Fund's Class 1 shares in the most recent fiscal year; Rule 12b-1 fees
are based on estimates.

(4) Figures are estimates for the current fiscal year. The fund's manager is
contractually obligated to limit management fees and other expenses so that
Total Fund Operating Expenses will not exceed .75% during the current fiscal
year. Without these limitations, estimated Other Expenses and Total
Operating Expenses would be as follows:

The Fund's advisor or administrator has entered into an arrangement with
Hartford Life under which Hartford Life is compensated for services it
provides to the Fund.

<PAGE>
8 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

(5) MFS has contractually agreed to bear expenses for these Series so that
"Other Expenses" will not exceed 0.25% of the average daily net assets of
the Series during the current fiscal year. Without this waiver the following
would have been deducted:

(6) Each Series has an expense offset arrangement which reduces the Series'
custodian fee based upon the amount of cash maintained by the Series with
its custodian and dividend disbursing agent. Each Series may enter into
other such arrangements and directed brokerage arrangements, which would
also have the effect of reducing the Series' expenses. Expenses do not take
into account these expense reductions, and are therefore higher than the
actual expenses of the Series.

(7) "Management Fees" include fund administration fees. The fund's adviser or
administrator has entered into an arrangement with Hartford Life under which
Hartford Life is compensated for services it provides to the fund.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 9
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EXAMPLE

THE FOLLOWING EXAMPLE ASSUMES THAT THE OPTIONAL INTEREST ACCUMULATION DEATH
BENEFIT WAS ELECTED:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
If you Surrender your Contract If you annuitize your Contract If you do not Surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period you would pay the time period you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5%
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual return on assets: annual return on assets:

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------------
American Funds Asset
Allocation $ 83 $ 124 $ 159 $ 267 $ 23 $ 72 $ 124 $ 266 $ 24 $ 73 $ 125 $ 267
---------------------------------------------------------------------------------------------------------------------------------
American Funds Bond $ 84 $ 127 $ 163 $ 276 $ 24 $ 75 $ 129 $ 275 $ 25 $ 76 $ 129 $ 276
---------------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth $ 86 $ 133 $ 174 $ 297 $ 26 $ 81 $ 139 $ 297 $ 27 $ 82 $ 140 $ 297
---------------------------------------------------------------------------------------------------------------------------------
American Funds Global Small
Capitalization $ 87 $ 136 $ 178 $ 305 $ 27 $ 84 $ 144 $ 305 $ 28 $ 85 $ 144 $ 305
---------------------------------------------------------------------------------------------------------------------------------
American Funds Growth $ 83 $ 123 $ 157 $ 263 $ 23 $ 71 $ 122 $ 262 $ 23 $ 72 $ 123 $ 263
---------------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income $ 82 $ 121 $ 154 $ 258 $ 22 $ 69 $ 119 $ 257 $ 23 $ 70 $ 120 $ 258
---------------------------------------------------------------------------------------------------------------------------------
American Funds International $ 85 $ 130 $ 170 $ 288 $ 25 $ 79 $ 135 $ 288 $ 26 $ 79 $ 136 $ 288
---------------------------------------------------------------------------------------------------------------------------------
American Funds New World $ 88 $ 139 $ 183 $ 315 $ 28 $ 87 $ 149 $ 314 $ 29 $ 88 $ 149 $ 315
---------------------------------------------------------------------------------------------------------------------------------
Franklin Real Estate
Securities $ 84 $ 127 $ 163 $ 276 $ 24 $ 75 $ 129 $ 275 $ 25 $ 76 $ 129 $ 276
---------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap $ 86 $ 134 $ 175 $ 299 $ 26 $ 82 $ 140 $ 299 $ 27 $ 83 $ 141 $ 299
---------------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income
Investments $ 84 $ 125 $ 161 $ 272 $ 24 $ 74 $ 127 $ 271 $ 24 $ 74 $ 127 $ 272
---------------------------------------------------------------------------------------------------------------------------------
Hartford Money Market $ 81 $ 116 $ 146 $ 241 $ 21 $ 65 $ 111 $ 240 $ 21 $ 65 $ 112 $ 241
---------------------------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities $ 86 $ 134 $ 175 $ 299 $ 26 $ 82 $ 140 $ 299 $ 27 $ 83 $ 141 $ 299
---------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth $ 85 $ 129 $ 166 $ 282 $ 25 $ 77 $ 132 $ 281 $ 25 $ 78 $ 132 $ 282
---------------------------------------------------------------------------------------------------------------------------------
MFS Global Equity $ 89 $ 141 $ 187 $ 322 $ 29 $ 89 $ 152 $ 321 $ 29 $ 90 $ 153 $ 322
---------------------------------------------------------------------------------------------------------------------------------
MFS Growth $ 86 $ 133 $ 174 $ 297 $ 26 $ 81 $ 139 $ 297 $ 27 $ 82 $ 140 $ 297
---------------------------------------------------------------------------------------------------------------------------------
MFS Growth with Income $ 85 $ 129 $ 168 $ 285 $ 25 $ 78 $ 133 $ 284 $ 26 $ 78 $ 134 $ 285
---------------------------------------------------------------------------------------------------------------------------------
MFS High Income $ 87 $ 134 $ 176 $ 300 $ 26 $ 82 $ 141 $ 300 $ 27 $ 83 $ 142 $ 300
---------------------------------------------------------------------------------------------------------------------------------
MFS New Discovery $ 88 $ 138 $ 183 $ 314 $ 28 $ 87 $ 148 $ 313 $ 28 $ 87 $ 149 $ 314
---------------------------------------------------------------------------------------------------------------------------------
MFS Total Return $ 85 $ 130 $ 170 $ 288 $ 25 $ 79 $ 135 $ 288 $ 26 $ 79 $ 136 $ 288
---------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities $ 86 $ 134 $ 175 $ 299 $ 26 $ 82 $ 140 $ 299 $ 27 $ 83 $ 141 $ 299
---------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation $ 87 $ 134 $ 176 $ 300 $ 26 $ 82 $ 141 $ 300 $ 27 $ 83 $ 142 $ 300
---------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets $ 90 $ 146 $ 195 $ 337 $ 30 $ 94 $ 160 $ 337 $ 31 $ 95 $ 161 $ 337
---------------------------------------------------------------------------------------------------------------------------------
Templeton Global Growth $ 88 $ 137 $ 181 $ 310 $ 27 $ 85 $ 146 $ 309 $ 28 $ 86 $ 147 $ 310
---------------------------------------------------------------------------------------------------------------------------------
Templeton International $ 87 $ 137 $ 180 $ 308 $ 27 $ 85 $ 145 $ 308 $ 28 $ 86 $ 146 $ 308
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
10 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

THE FOLLOWING EXAMPLE ASSUMES THAT THE OPTIONAL INTEREST ACCUMULATION DEATH
BENEFIT WAS NOT ELECTED:

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
---------------------------------------------------------------------------------------------------------------------------------
American Funds Asset
Allocation $ 82 $ 119 $ 151 $ 251 $ 22 $ 68 $ 116 $ 251 $ 22 $ 68 $ 117 $ 251
---------------------------------------------------------------------------------------------------------------------------------
American Funds Bond $ 83 $ 122 $ 156 $ 261 $ 22 $ 70 $ 121 $ 260 $ 23 $ 71 $ 122 $ 261
---------------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth $ 85 $ 129 $ 166 $ 282 $ 25 $ 77 $ 132 $ 281 $ 25 $ 78 $ 132 $ 282
---------------------------------------------------------------------------------------------------------------------------------
American Funds Global Small
Capitalization $ 86 $ 131 $ 171 $ 290 $ 25 $ 79 $ 136 $ 290 $ 26 $ 80 $ 137 $ 290
---------------------------------------------------------------------------------------------------------------------------------
American Funds Growth $ 81 $ 118 $ 149 $ 247 $ 21 $ 66 $ 114 $ 246 $ 22 $ 67 $ 115 $ 247
---------------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income $ 81 $ 117 $ 146 $ 242 $ 21 $ 65 $ 112 $ 241 $ 21 $ 66 $ 112 $ 242
---------------------------------------------------------------------------------------------------------------------------------
American Funds International $ 84 $ 126 $ 162 $ 273 $ 24 $ 74 $ 127 $ 272 $ 24 $ 75 $ 128 $ 273
---------------------------------------------------------------------------------------------------------------------------------
American Funds New World $ 87 $ 134 $ 176 $ 300 $ 26 $ 82 $ 141 $ 300 $ 27 $ 83 $ 142 $ 300
---------------------------------------------------------------------------------------------------------------------------------
Franklin Real Estate
Securities $ 83 $ 122 $ 156 $ 261 $ 22 $ 70 $ 121 $ 260 $ 23 $ 71 $ 122 $ 261
---------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap $ 85 $ 129 $ 168 $ 284 $ 25 $ 78 $ 133 $ 283 $ 25 $ 78 $ 134 $ 284
---------------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income
Investments $ 82 $ 121 $ 154 $ 257 $ 22 $ 69 $ 119 $ 256 $ 23 $ 70 $ 120 $ 257
---------------------------------------------------------------------------------------------------------------------------------
Hartford Money Market $ 79 $ 112 $ 138 $ 225 $ 19 $ 60 $ 103 $ 224 $ 20 $ 61 $ 104 $ 225
---------------------------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities $ 85 $ 129 $ 168 $ 284 $ 25 $ 78 $ 133 $ 283 $ 25 $ 78 $ 134 $ 284
---------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth $ 83 $ 124 $ 159 $ 267 $ 23 $ 72 $ 124 $ 266 $ 24 $ 73 $ 125 $ 267
---------------------------------------------------------------------------------------------------------------------------------
MFS Global Equity $ 87 $ 136 $ 179 $ 307 $ 27 $ 85 $ 145 $ 307 $ 28 $ 85 $ 145 $ 307
---------------------------------------------------------------------------------------------------------------------------------
MFS Growth $ 85 $ 129 $ 166 $ 282 $ 25 $ 77 $ 132 $ 281 $ 25 $ 78 $ 132 $ 282
---------------------------------------------------------------------------------------------------------------------------------
MFS Growth with Income $ 83 $ 125 $ 160 $ 270 $ 23 $ 73 $ 126 $ 269 $ 24 $ 74 $ 126 $ 270
---------------------------------------------------------------------------------------------------------------------------------
MFS High Income $ 85 $ 129 $ 168 $ 285 $ 25 $ 78 $ 133 $ 284 $ 26 $ 78 $ 134 $ 285
---------------------------------------------------------------------------------------------------------------------------------
MFS New Discovery $ 86 $ 134 $ 175 $ 299 $ 26 $ 82 $ 140 $ 299 $ 27 $ 83 $ 141 $ 299
---------------------------------------------------------------------------------------------------------------------------------
MFS Total Return $ 84 $ 126 $ 162 $ 273 $ 24 $ 74 $ 127 $ 272 $ 24 $ 75 $ 128 $ 273
---------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities $ 85 $ 129 $ 168 $ 284 $ 25 $ 78 $ 133 $ 283 $ 25 $ 78 $ 134 $ 284
---------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation $ 85 $ 129 $ 168 $ 285 $ 25 $ 78 $ 133 $ 284 $ 26 $ 78 $ 134 $ 285
---------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets $ 89 $ 141 $ 187 $ 323 $ 29 $ 89 $ 153 $ 322 $ 29 $ 90 $ 153 $ 323
---------------------------------------------------------------------------------------------------------------------------------
Templeton Global Growth $ 86 $ 133 $ 173 $ 295 $ 26 $ 81 $ 138 $ 295 $ 27 $ 82 $ 139 $ 295
---------------------------------------------------------------------------------------------------------------------------------
Templeton International $ 86 $ 132 $ 172 $ 293 $ 26 $ 80 $ 137 $ 293 $ 26 $ 81 $ 138 $ 293
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 11
- --------------------------------------------------------------------------------

HIGHLIGHTS

HOW DO I PURCHASE THIS ANNUITY?

You must complete our application or order request and submit it to us for
approval with your first Premium Payment. Your first Premium Payment must be at
least $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

- For a limited time, usually within ten days after you receive your Contract,
you may cancel your Annuity without paying a Sales Charge. You may bear the
investment risk for your Premium Payment prior to our receipt of your
request for cancellation.

WHAT TYPE OF SALES CHARGE WILL I PAY?

You pay a sales charge when you purchase your annuity and when you make
additional premium payments to your annuity. The percent of the sales charge
depends on the size of your premium payment to date. The bigger your premium
payment to date, the lower the percentage of your sales charge:

<TABLE>
<CAPTION>
CUMULATIVE
PREMIUM PAYMENT SALES CHARGE
<S> <C> <C>
-----------------------------------------------
Up to $49,999.99 5.5%
-----------------------------------------------
$50,000 to $99,999.99 4.5%
-----------------------------------------------
$100,000 to $249,999.99 3.5%
-----------------------------------------------
$250,000 to $499,999.99 2.5%
-----------------------------------------------
$500,000 to $999,999.99 2.0%
-----------------------------------------------
$1,000,000 and over 1.0%
--------------------------------------
</TABLE>

If you have other annuities with us, under a program called "RIGHTS OF
ACCUMULATION", we might include those assets when determining your sales charge
for this annuity. Ask your financial consultant or call us to see if your other
annuities qualify.

You might be able to lower the sales charge you pay when you purchase your
annuity by signing a LETTER OF INTENT. This is a contract between us where you
decide how much you want to invest in the 13 months from the date you purchase
this annuity. On the date you purchase your annuity, we deduct the sales charge
based on the total amount you plan on investing over the following 13 months.
This usually results in a lower percentage sales charge than if you made one
initial investment and several premium payments later on. Think about the
planned premium payments for your Letter of Intent carefully. If you don't make
all the premium payments you plan on making, we will recalculate the sales
charge for the amounts we actually received in the 13-month period. If the
percentage sales charge on the actual amount received is more than the
percentage sales charge we actually deducted, we will deduct the outstanding
sales charge proportionally from all your Accounts.

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Annuity, if, on either of those dates, the value of your
Annuity is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay three other types of charges
each year. The first type of charge is the fee you pay for insurance. This
charge is:

A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 0.80% of your Contract Value invested in the Funds.

The second type of charge is the fee you pay for the Funds.

Currently, Fund charges range from 0.401% to 0.863% annually of the average
daily value of the amount you have invested in the Funds. See the Annual Fund
Operating Expenses table for more complete information and the Funds'
prospectuses accompanying this prospectus.

The third type of charge is the fee you pay for the Funds.

Currently, Fund charges range from 0.401% to 0.503% of the average daily value
of the amount you have invested in the Funds. See the Annual Operating Expense
Table for more complete information and the Fund's prospectuses attached to this
prospectus.

If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds.

CAN I TAKE OUT ANY OF MY MONEY?

You may Surrender all or part of the amounts you have invested at any time
before we start making Annuity Payouts, or after Annuity Payouts begin under the
Payment for a Designated Period Annuity Payout Option.

- You may have to pay income tax on the money you take out and, if you
Surrender before you are age 59 1/2, you may have to pay an income tax
penalty.

WILL HARTFORD PAY A DEATH BENEFIT?

Your Contract has a Death Benefit and we also offer an Optional Interest
Accumulation Death Benefit ("Optional Death Benefit") that you can elect for an
additional fee. We pay the Death Benefit or the Optional Death Benefit if the
Contract Owner, joint owner or Annuitant, die before we begin to make Annuity
Payouts. The Death Benefit amount will remain invested in the Sub-Accounts
according to your last instructions and will fluctuate with the performance of
the underlying Funds. We calculate the Death Benefit or the Optional Death
Benefit as of the date we receive a certified death certificate or other legal
document acceptable to us.
<PAGE>
12 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

IF YOU DO NOT ELECT THE OPTIONAL DEATH BENEFIT, THE DEATH BENEFIT WILL BE THE
GREATER OF:

- - the total Premium Payments you have made to us minus any amounts you have
Surrendered;

- - the Contract Value of your annuity, or

- - your Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries, of Contract Values, premium payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.

IF YOU ELECT THE OPTIONAL DEATH BENEFIT, THE DEATH BENEFIT WILL BE THE GREATER
OF:

- - the total Premium Payments you have made to us minus any Surrenders;

- - the Contract Value of your annuity;

- - your Maximum Anniversary Value or

- - your Interest Accumulation Value.

Assuming you have not taken any Surrenders, your Interest Accumulation Value is
calculated by accumulating interest on your Premium Payments at a rate of 5% per
year up to the deceased's 81st birthday or date of death, whichever is earlier.
If you have taken any Surrenders, the 5% will be accumulated on your Premium
Payments, but we will make an adjustment for any of the Surrenders. This
adjustment will reduce the Optional Death Benefit proportionally for the
Surrenders. The Optional Death Benefit is limited to a maximum of 200% of
Premium Payments, less proportional adjustments for any Surrenders. For examples
on how the Optional Death Benefit is calculated see "Appendix II". If you elect
the Optional Death Benefit, we will subtract an additional charge on a daily
basis that is equal to an annual charge of .15% of your Contract Value invested
in the Funds.

WHAT ANNUITY PAYOUT OPTIONS ARE AVAILABLE?

When it comes time for us to make payouts, you may choose one of the following
Annuity Payout Options: Option 1 -- Life Annuity, Option 2 -- Life Annuity with
Cash Refund, Option 3 -- Life Annuity with Payments for a Period Certain, Option
4 -- Joint and Last Survivor Life Annuity, Option 5 -- Joint and Last Survivor
Life Annuity with Payments for a Period Certain, and Option 6 -- Payments For a
Period Certain. We may make other Annuity Payout Options available at any time.

You must begin to take payouts by the Annuitant's 90th birthday or the end of
the 10th Contract Year, whichever is later, unless you elect a later date to
begin receiving payments subject to any laws and regulations then in effect and
our approval. If you do not tell us what Annuity Payout Option you want before
that time, we will make payments under the Life Annuity with a ten-year Period
Certain Annuity Payout Option.

GENERAL CONTRACT INFORMATION
- --------------------------------------------------------------------------------

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, 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 6/1/98 AA Insurer financial strength
- -------------------------------------------------------------------------------------------------
Duff & Phelps 12/21/98 AA+ Claims paying ability
- ----------------------------------------------------------------
</TABLE>

THE SEPARATE ACCOUNT

The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on April 1, 1999 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the SEC of the management or the investment practices of the Separate Account
or Hartford. The Separate Account meets the definition of "Separate Account"
under federal securities law.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 13
- --------------------------------------------------------------------------------
This Separate Account holds only assets for variable annuity contracts. The
Separate Account:

- - Holds assets for your benefit and the benefit of other Contract Owners, and
the persons entitled to the payouts described in the Contract.

- - Is not subject to the liabilities arising out of any other business Hartford
may conduct.

- - Is not affected by the rate of return of Hartford's General Account or by the
investment performance of any of Hartford's other Separate Accounts.

- - May be subject to liabilities from a Sub-Account of the Separate Account that
holds assets of other variable annuity contracts offered by the Separate
Account, which are not described in this prospectus.

- - Is credited with income and gains, and takes losses, whether or not realized,
from the assets it holds.

We do not guarantee the investment results of the Separate Account. There is no
assurance that the value of your Annuity will equal the total of the payments
you make to us.

THE FUNDS

The American Funds Asset Allocation Fund, American Funds Bond Fund, American
Fund Global Growth Fund, American Funds Global Small Capitalization Fund,
American Funds Growth Fund, American Funds Growth-Income Fund, American Funds
International Fund and American Funds New World Fund are all part of American
Funds Insurance Series. American Funds Insurance Series is a fully managed,
diversified, open-end investment company organized as a Massachusetts business
trust in 1983. American Funds Insurance Series offers two classes of fund
shares: Class 1 shares and Class 2 shares. This Annuity invests only in Class 2
shares of American Funds Insurance Series. The investment adviser for each of
the funds of American Funds Insurance Series is Capital Research and Management
Company located at 333 South Hope Street, Los Angeles, California 90071. Capital
Research and Management Company is a wholly owned subsidiary of The Capital
Group Companies, Inc.

Hartford Money Market HLS Fund is sponsored and administered by Hartford Life
Insurance Company. HL Investment Advisers, LLC located at 200 Hopmeadow Street,
Simsbury, Connecticut, serves as the investment adviser to the Fund. The
Hartford Investment Management Company serves as sub-investment adviser and
provides day to day investment services. The Fund is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. Shares of the Fund have been divided
into Class IA and Class IB. Only Class IA shares are available in this Annuity.

The MFS-Registered Trademark- Capital Opportunities Series,
MFS-Registered Trademark- Emerging Growth Series, MFS-Registered Trademark-
Global Equity Series, MFS-Registered Trademark- Growth Series,
MFS-Registered Trademark- Growth with Income Series, MFS-Registered Trademark-
High Income Series, MFS-Registered Trademark- New Discovery Series, and
MFS-Registered Trademark- Total Return Series are series of the
MFS-Registered Trademark- Variable Insurance Trust-SM-. The MFS Variable
Insurance Trust-SM- is a professionally managed open-end management investment
company. The MFS Variable Insurance Trust-SM- is registered as a Massachusetts
business trust. MFS Investment Management-Registered Trademark- serves as the
investment adviser to each of the Series of the MFS-Registered Trademark-
Variable Insurance Trust-SM-. MFS Investment Management-Registered Trademark- is
located at 500 Boylston Street, Boston, Massachusetts 02116.

Franklin Strategic Income Investments Fund, Templeton Asset Allocation Fund and
Templeton International Fund are all part of the Templeton Variable Products
Series Fund. The Templeton Variable Products Series Fund is an open-end, managed
investment company which was organized as a Massachusetts business trust on
February 25, 1988. Templeton Variable Product Series Fund offers Class 1 and
Class 2 shares. Class 2 shares of Templeton Asset Allocation Fund and Templeton
International Fund are currently available in this Annuity. The investment
manager of these funds is Templeton Investment Counsel, Inc. located at 500 East
Broward Boulevard, Fort Lauderdale, Florida 33394-3091. Class 1 shares of the
Franklin Strategic Income Investments Fund are currently available in this
annuity. The investment manager of this fund is Franklin Advisers, Inc., located
at 777 Mariners Island Blvd, P.O. Box 7777, San Mateo, California, 94403-7777.
Templeton Investment Counsel, Inc. and Franklin Advisers, Inc. are wholly owned
by Franklin Resources, Inc. a publicly owned company engaged in the financial
services industry through its subsidiaries.

The Real Estate Securities Fund, Small Cap Fund, Mutual Shares Securities Fund,
Templeton Developing Markets Equity Fund, and Templeton Global Growth Fund are
all part of the Franklin Templeton Variable Insurance Products Trust. The
Franklin Templeton Variable Insurance Products Trust is an open-end managed
investment company which was organized as a Massachusetts business trust on
April 26, 1988. Franklin Templeton Variable Insurance Products Trust currently
offers Class 1 and Class 2 shares. Class 2 shares of each Fund are available in
this Annuity, except that Class 1 shares of Templeton Developing Markets Equity
Fund are available. The investment manager of the Real Estate Securities Fund
and the Small Cap Fund is Franklin Advisers, Inc., located at 777 Mariners
Island Blvd, P.O. Box 7777, San Mateo, California 94403-7777. The investment
manager of Mutual Shares Securities Fund is Franklin Mutual Advisers, LLC,
located at 51 John F. Kennedy Parkway, Short Hills, New Jersey, 07078. The
investment manager of Templeton Global Growth Fund is Templeton Global Advisers
Limited, located at Lyford Cay, Nassau, N.P. Bahamas. The investment manager of
Templeton Developing Markets Equity Fund is Templeton Asset Management Ltd.,
located at 7 Temasek Blvd. #38-03, Suntec Tower One, Singapore, 038987. The
funds' investment managers and their affiliates manage over $216 billion in
assets as of March 31, 1999.

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 more fully described in
the accompanying
<PAGE>
14 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
Funds' prospectus and Statement of Additional Information, which may be ordered
from us. The Funds' prospectus should be read in conjunction with this
Prospectus before investing.

The Funds may not be available in all states. Contact your registered
representative for current information about availability.

The investment goals of each of the Funds are as follows:

AMERICAN FUNDS ASSET ALLOCATION FUND -- Seeks high total return, including
income and capital gains, consistent with the preservation of capital over the
long term through a diversified portfolio that can include common stocks and
other equity-type securities, bonds and other intermediate and long-term fixed
income securities and money market instruments in any combination.

AMERICAN FUNDS BOND FUND -- Seeks to provide as high a level of current income
as is consistent with the preservation of capital by investing primarily in
fixed-income securities.

AMERICAN FUNDS GLOBAL GROWTH FUND -- Seeks long-term growth of capital by
investing primarily in common stocks of issuers domiciled around the world.

AMERICAN FUNDS GLOBAL SMALL CAPITALIZATION FUND -- Seeks long-term growth of
capital by investing primarily in equity securities of smaller companies located
around the world that typically have market capitalizations of $50 million to
$1.2 billion.

AMERICAN FUNDS GROWTH FUND -- Seeks long-term growth of capital by investing
primarily in common stocks which demonstrate the potential for appreciation.

AMERICAN FUNDS GROWTH-INCOME FUND -- Seeks growth of capital and income by
investing primarily in common stocks or other securities which demonstrate the
potential for appreciation and/or dividends.

AMERICAN FUNDS INTERNATIONAL FUND -- Seeks long-term growth of capital by
investing primarily in common stocks of issuers domiciled outside of the United
States.

AMERICAN FUNDS NEW WORLD FUND -- Seeks long-term growth of capital by investing
primarily in common stocks of issuers with significant exposure to countries
with developing economies and/or markets. The Fund may also invest in debt
securities, including high-yield, high risk bonds.

REAL ESTATE SECURITIES FUND -- Seeks capital appreciation. Its secondary goal is
to earn current income.

SMALL CAP FUND -- Seeks long-term capital growth.

FRANKLIN STRATEGIC INCOME INVESTMENTS FUND -- Seeks to earn a high level of
current income. Its secondary goal is long-term capital appreciation.

HARTFORD MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital.

MFS-REGISTERED TRADEMARK- CAPITAL OPPORTUNITIES SERIES -- Seeks capital
appreciation.

MFS-REGISTERED TRADEMARK- EMERGING GROWTH SERIES -- Seeks to provide long-term
growth of capital.

MFS-REGISTERED TRADEMARK- GLOBAL EQUITY SERIES -- Seeks capital appreciation.

MFS-REGISTERED TRADEMARK- GROWTH SERIES -- Seeks to provide long-term growth of
capital and future income rather than current income.

MFS-REGISTERED TRADEMARK- GROWTH WITH INCOME SERIES -- Seeks to provide
reasonable current income and long-term growth of capital and income.

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

MFS-REGISTERED TRADEMARK- NEW DISCOVERY SERIES -- Seeks capital appreciation.

MFS-REGISTERED TRADEMARK- TOTAL RETURN SERIES -- Seeks primarily to provide
above-average income (compared to a portfolio invested in equity securities)
consistent with the prudent employment of capital, and secondarily to provide a
reasonable opportunity for growth of capital and income.

MUTUAL SHARES SECURITIES FUND -- Seeks capital appreciation. Its secondary goal
is income.

TEMPLETON ASSET ALLOCATION FUND -- Seeks high total return.

TEMPLETON DEVELOPING MARKETS EQUITY FUND -- Seeks long-term capital
appreciation.

TEMPLETON GLOBAL GROWTH FUND -- Seeks long-term capital growth.

TEMPLETON INTERNATIONAL FUND -- Seeks long-term capital growth.

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 Contract 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 Funds' prospectus.

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- - Notify you of any Fund shareholders' meeting if the shares held for your
Contract may be voted.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 15
- --------------------------------------------------------------------------------

- - Send proxy materials and a form of instructions that you can use to tell us
how to vote the Fund shares held for your Contract.

- - Arrange for the handling and tallying of proxies received from Contract
Owners.

- - Vote all Fund shares attributable to your Contract according to instructions
received from you, and

- - Vote all Fund shares for which no voting instructions are received in the same
proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make Annuity Payouts to you, the number of votes you
have will decrease.

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under Your
Contract. We may, in our sole discretion, establish new Funds. New Funds will be
made available to existing Contract Owners as we determine appropriate. We may
also close one or more Funds to additional Payments or transfers from existing
Sub-Accounts.

We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the Investment Company Act of 1940 (the "1940
Act"), substitutions of shares attributable to your interest in a Fund will not
be made until we have the approval of the Commission and we have notified you of
the change.

In the event of any substitution or change, we may, by appropriate endorsement,
make any changes in the Contract necessary or appropriate to reflect the
substitution or change. If we decide that it is in the best interest of the
Contract Owners, the Separate Account may be operated as a management company
under the 1940 Act or any other form permitted by law, may be de-registered
under the 1940 Act in the event such registration is no longer required, or may
be combined with one or more other Separate Accounts.

PERFORMANCE RELATED INFORMATION
- --------------------------------------------------------------------------------

The Separate Account may advertise certain performance-related information
concerning the Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.

When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually be
calculated for one year, five years, and ten years or some other relevant
periods if the Sub-Account has not been in existence for at least ten years.
Total return is measured by comparing the value of an investment in the
Sub-Account at the beginning of the relevant period to the value of the
investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

If applicable, the Sub-Accounts may advertise YIELD IN ADDITION TO TOTAL RETURN.
The yield will be computed in the following manner: The net investment income
per unit earned during a recent one month period is divided by the unit value on
the last day of the period. This figure includes the recurring charges at the
Separate Account level including the Annual Maintenance Fee.

The Hartford Money Market HLS Fund Sub-Account may advertise YIELD AND EFFECTIVE
YIELD. The yield of a Sub-Account is based upon the income earned by the
Sub-Account over a seven-day period and then annualized, i.e. the income earned
in the period is assumed to be earned every seven days over a 52-week period and
stated as a percentage of the investment. Effective yield is calculated
similarly but when annualized, the income earned by the investment is assumed to
be reinvested in Sub-Account units and thus compounded in the course of a
52-week period. Yield and effective yield include the recurring charges at the
Separate Account level including the Annual Maintenance Fee.

The Separate Account may also disclose YIELD for periods prior to the date the
Separate Account commenced operations. For these periods, performance
information for the Sub-Accounts will be calculated based on the performance of
the underlying Funds and the assumption that the Sub-Accounts were in existence
for the same periods as those of the underlying Funds, with a level of charges
equal to those currently assessed against the Sub-Accounts. No yield disclosure
for periods prior to the date of the Separate Account will be used without the
yield disclosure for periods as of the date of the inception of the Separate
Account.

We may provide information on various topics to Contract Owners and prospective
Contract Owners in advertising, sales literature or other materials. These
topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as systematic investing, Dollar Cost Averaging
and asset allocation), the advantages and disadvantages of investing in
tax-deferred and taxable instruments, customer profiles and hypothetical
purchase scenarios,
<PAGE>
16 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
financial management and tax and retirement planning, and other investment
alternatives, including comparisons between the Contract and the characteristics
of and market for such alternatives.

THE FIXED ACCUMULATION FEATURE
- --------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

From time to time, we may credit increased interest rates under certain programs
established in our sole discretion.

DOLLAR COST AVERAGING PLUS ("DCA PLUS") PROGRAMS -- Currently, you may enroll in
a special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6 Month Transfer Program or 12 Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6 months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12 months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program. Contract owners who purchase their Contracts in New
York have a different DCA Plus Program. Currently, only one DCA Plus Program
transfer period is available in New York, but that period allows transfers to
selected Sub-Accounts in 3 to 12 months.

The pre-authorized transfers will begin within 15 days of receipt of the Program
payment provided we receive complete enrollment instructions. If we do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, you will receive the Fixed Accumulation Feature's
current effective interest rate. Any subsequent payments we receive within the
Program period selected will be allocated to the Sub-Accounts over the remainder
of that Program transfer period.

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program. This Program may not be
available in all states; please contact us to determine if it is available in
your state.

You may only have one DCA program in place at one time. The Fixed Accumulation
Feature and Dollar Cost Averaging Plus Program are not available in Oregon.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 17
- --------------------------------------------------------------------------------

THE CONTRACT
- --------------------------------------------------------------------------------

PURCHASES AND CONTRACT VALUE

WHAT TYPES OF CONTRACTS ARE AVAILABLE?

The Contract is an individual or group tax-deferred variable annuity contract.
It is designed for retirement planning purposes and may be purchased by any
individual, group or trust, including:

- - Any trustee or custodian for a retirement plan qualified under Sections 401(a)
or 403(a) of the Code;

- - Annuity purchase plans adopted by public school systems and certain tax-exempt
organizations according to Section 403(b) of the Code;

- - Individual Retirement Annuities adopted according to Section 408 of the Code;

- - Employee pension plans established for employees by a state, a political
subdivision of a state, or an agency of either a state or a political
subdivision of a state, and

- - Certain eligible deferred compensation plans as defined in Section 457 of the
Code.

HOW DO I PURCHASE A CONTRACT?

You may purchase a Contract by completing and submitting an application or an
order request along with an initial Premium Payment. For most Contracts, the
minimum Premium Payment is $1,000. For additional Premium Payments, the minimum
Premium Payment is $500. Under certain situations, we may allow smaller Premium
Payments, for example, if you enroll in our InvestEase-Registered Trademark-
Program or are part of certain tax qualified retirement plans. Prior approval is
required for Premium Payments of $1,000,000 or more.

You and your Annuitant must not be older than age 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

HOW ARE PREMIUM PAYMENTS APPLIED TO MY CONTRACT?

Your initial Net Premium Payment will be invested within two Valuation Days of
our receipt of a properly completed application or an order request and the
Premium Payment. If we receive your subsequent Premium Payment before the close
of the New York Stock Exchange, it will be priced on the same Valuation Day. If
we receive your Premium Payment after the close of the New York Stock Exchange,
it will be processed on the next Valuation Day. If we receive your Premium
Payment on a Non-Valuation Day, the amount will be invested on the next
Valuation Day. Unless we receive new instructions, we will invest the Net
Premium Payment based on your last allocation instructions. We will send you a
confirmation when we invest your Net Premium Payment.

If the request or other information accompanying the Premium Payment is
incomplete when received, we will hold the money in a non-interest bearing
account for up to five Valuation Days while we try to obtain complete
information. If we cannot obtain the information within five Valuation Days, we
will either return the Premium Payment and explain why the Premium Payment could
not be processed or keep the Premium Payment if you authorize us to keep it
until your provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

We want you to be satisfied with the Contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your Contract, simply return it within ten days after you receive it with a
written request for cancellation that indicates your tax-withholding
instructions. In some states, you may be allowed more time to cancel your
Contract. We will not deduct any Sales Charge during this time. We may require
additional information, including a signature guarantee, before we can cancel
your Contract.

You bear the investment risk from the time the Contract is issued until we
receive your complete cancellation request.

The amount we pay you upon cancellation depends on the requirements of the state
where you purchased your Contract, the method of purchase, the type of Contract
you purchased and your age.

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your Sub-Account value: (1) the number of Accumulation Units and (2) the
Accumulation Unit Value. The Sub-Account value is determined by multiplying the
number of Accumulation Units by the Accumulation Unit Value. Therefore, on any
Valuation Day your Contract Value reflects the investment performance of the
Sub-Accounts and will fluctuate with the performance of the underlying Funds.

When Net Premium Payments are credited to your Sub-Accounts, they are converted
into Accumulation Units by dividing the amount of your Net Premium Payments,
minus any Premium Taxes, by the Accumulation Unit Value for that day. The more
Net Premium Payments you put into your Contract, the more Accumulation Units you
will own. You decrease the number of Accumulation Units you have by requesting
Surrenders, transferring money out of an Account, settling a Death Benefit claim
or by annuitizing your Contract.

To determine the current Accumulation Unit Value, we take the prior Valuation
Day's Accumulation Unit Value and multiply it by the Net Investment Factor for
the current Valuation Day.
<PAGE>
18 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account equals:

- - The net asset value per share of each Fund held in the Sub-Account at the end
of the current Valuation Day divided by

- - The net asset value per share of each Fund held in the Sub-Account at the end
of the prior Valuation Day; minus

- - The daily mortality and expense risk charge adjusted for the number of days in
the period, and any other applicable charge.

We will send you a statement in each calendar quarter, which tells you how many
Accumulation Units you have, their value and your total Contract Value.

CAN I TRANSFER FROM ONE SUB-ACCOUNT TO ANOTHER?

TRANSFERS BETWEEN SUB-ACCOUNTS -- You may transfer from one Sub-Account to
another before and after the Annuity Commencement Date at no extra charge. Your
transfer request will be processed on the day that it is received as long as it
is received on a Valuation Day before the close of the New York Stock Exchange.
Otherwise, your request will be processed on the following Valuation Day. We
will send you a confirmation when we process your transfer. You are responsible
for verifying transfer confirmations and promptly advising us of any errors
within 30 days of receiving the confirmation.

SUB-ACCOUNT TRANSFER RESTRICTIONS -- We reserve the right to limit the number of
transfers to 12 per Contract Year, with no transfers occurring on consecutive
Valuation Days. We also have the right to restrict transfers if we believe that
the transfers could have an adverse effect on other Contract Owners. In all
states except New York, Florida, Maryland and Oregon, we may:

- - Require a minimum time period between each transfer,

- - Limit the dollar amount that may be transferred on any one Valuation Day, and

- - Not accept transfer requests from an agent acting under a power of attorney
for more than one Contract Owner.

We also have a restriction in place that involves individuals who act under a
power of attorney for multiple Contract Owners. If the value of the Contract
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- - 30% of your total amount in the Fixed Accumulation Feature, or

- - An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

If your interest rate renews at a rate at least 1% lower than your prior
interest rate, you may transfer an amount equal to up to 100% of the amount to
be invested at the renewal rate. You must make this transfer request within 60
days of being notified of the renewal rate.

FIXED ACCUMULATION FEATURE TRANSFER RESTRICTIONS -- We reserve the right to
defer transfers from the Fixed Accumulation Feature for up to 6 months from the
date of your request. After any transfer, you must wait six months before moving
Sub-Account Values back to the Fixed Accumulation Feature.

TELEPHONE TRANSFERS -- In most states, you can make transfers by calling us at
(800) 862-6668. Hartford, our agents or our affiliates are not responsible for
losses resulting from telephone requests that we believe are genuine. We will
use reasonable procedures to confirm that telephone instructions are genuine,
including requiring that callers provide certain identification information and
recording all telephone transfer instructions.

POWER OF ATTORNEY -- You may authorize another person to make transfers on your
behalf by submitting a completed Power of Attorney form. Once we have the
completed form on file, we will accept transfer instructions, subject to our
transfer restrictions, from your designated third party until we receive new
instructions in writing from you. You will not be able to make transfers or
other changes to your Contract if you have authorized someone else to act under
a Power of Attorney.

CHARGES AND FEES

There are 5 charges and fees associated with the Contract:

1. SALES CHARGE

The purpose of the Sales Charge is to cover expenses relating to the sale and
distribution of the Contracts, including commissions paid to distributing
organizations and their sales personnel, the cost of preparing sales literature
and other promotional activities. If the Sales Charge is not sufficient to cover
sales and distribution expenses, We pay them from our general assets, including
surplus. Surplus might include profits resulting from unused mortality and
expense risk charges.

You pay a Sales Charge when you purchase your annuity and when you make
additional premium payments to your annuity. The amount of the Sales Charge
depends on the size of your
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 19
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premium payment. The bigger your premium payments, the lower the percentage of
your Sales Charge:

If you have other annuities with us, under a program called "Rights of
Accumulation", we might include those assets when determining your sales charge
for this annuity. Ask your financial consultant or call us to see if your other
annuities qualify.

You might be able to lower the Sales Charge you pay when you purchase your
annuity by signing a LETTER OF INTENT. This is a contract between us where you
decide how much you want to invest in the 13 months from the date you purchase
this annuity. On the date you purchase your annuity, we deduct the sales charge
based on the total amount you plan on investing over the following 13 months.
This usually results in a lower sales charge than if you made one initial
investment and several premium payments later on. Think about the planned
premium payments for your Letter of Intent carefully. If you don't make all the
premium payments you plan on making, we will recalculate the sales charge for
the amounts we received in the 13 month period. If it turns out you owe us
additional money, will deduct this amount proportionally from your Accounts.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at the rate of 0.80% per year of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

- - MORTALITY RISK -- There are two types of mortality risks that we assume, those
made while your Net Premium Payments are accumulating and those made once
Annuity Payouts have begun.

During the period your Net Premium Payments are accumulating, we may
experience a loss resulting from the death of an Annuitant or Contract Owner
before commencement of Annuity payments in periods of declining value. The
risk that we bear during this period is that actual mortality rates, in
aggregate, may exceed expected mortality rates.

Once Annuity Payouts have begun, we may be required to make Annuity Payouts as
long as the Annuitant is living, regardless of how long the Annuitant lives.
We would be required to make these payments if the Payout Option chosen is the
Life Annuity, Life Annuity With Payments for a Period Certain or Joint and
Last Survivor Life Annuity Payout Option. The risk that we bear during this
period is that the actual mortality rates, in aggregate, may be lower than the
expected mortality rates.

- - EXPENSE RISK -- We also bear an expense risk that the Annual Maintenance Fee
collected before the Annuity Commencement Date may not be enough to cover the
actual cost of selling, distributing and administering the Contract.

Although variable Annuity Payouts will fluctuate with the performance of the
underlying Fund selected, your Annuity Payouts will not be affected by (a) the
actual mortality experience of our Annuitants, or (b) our actual expenses if
they are greater than the deductions stated in the Contract. Because we cannot
be certain how long our Annuitants will live, we charge this percentage fee
based on the mortality tables currently in use. The mortality and expense risk
charge enables us to keep our commitments and to pay you as planned.

3. ADMINISTRATIVE CHARGE

For administration, we deduct on a daily basis, a charge that is equal to an
annual rate of .15% of contact value invested in the Funds during both the
accumulation and annuity phases of the contract. There is not necessarily a
relationship between the amount of administrative charge deducted for your
contract and the amount of expenses that are attributed to your contract.

4. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $30 charge is deducted on a Contract
Anniversary or when the Contract is fully Surrendered if the Contract Value at
either of those times is less than $50,000. The charge is deducted
proportionately from each Account in which you are invested.

WHEN IS THE ANNUAL MAINTENANCE FEE WAIVED?

We will waive the Annual Maintenance Fee if your Contract Value is $50,000 or
more on your Contract Anniversary or when you fully Surrender your Contract. In
addition, we will waive one Annual Maintenance Fee for Contract Owners who own
more than one Contract with a combined Contract Value between $50,000 and
$100,000. If you have multiple Contracts with a combined Contract Value of
$100,000 or greater, we will waive the Annual Maintenance Fee on all Contracts.
However, we reserve the right to limit the number of waivers to a total of six
Contracts. We also reserve the right to waive the Annual Maintenance Fee under
certain other conditions.

5. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; others collect at
Annuitization. Since we pay Premium Taxes when they are required by applicable
law, we may deduct them from your Contract when we pay the taxes, upon
Surrender, or on the Annuity Commencement Date. The Premium Tax rate varies by
state or municipality. Currently, the maximum rate charged by any state is 3.5%
and 4% in Puerto Rico.
<PAGE>
20 HARTFORD LIFE INSURANCE COMPANY
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6. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These charges are
described in the Funds' prospectuses accompanying this Prospectus.

If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis which is equal to an annual charge of .15% of your Contract
Value invested in the Funds.

WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO SALES CHARGES, THE MORTALITY AND EXPENSE RISK CHARGE, AND THE ANNUAL
MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING EMPLOYER SPONSORED SAVINGS
PLANS) WHICH MAY RESULT IN DECREASED COSTS AND EXPENSES. REDUCTIONS IN THESE
FEES AND CHARGES WILL NOT BE UNFAIRLY DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND THE OPTIONAL DEATH BENEFIT AND HOW ARE THEY
CALCULATED?

Your Contract has a Death Benefit and we offer an Optional Interest Accumulation
Death Benefit ("Optional Death Benefit") that you can elect for an additional
fee. We pay the Death Benefit or the Optional Death Benefit if the Contract
Owner, joint owner or Annuitant, die before we begin to make annuity payments.
The Death Benefit amount will remain invested in the Sub-Accounts according to
your last instructions and will fluctuate with the performance of the underlying
Funds. We calculate the Death Benefit or the Optional Death Benefit as of the
date we receive a certified death certificate or other legal document acceptable
to us. When there is more than one Beneficiary, we will calculate the
Accumulation Units for each Sub-account and the dollar amount for the Fixed
Accumulation Feature for each Beneficiary's portion of the proceeds.

If you do not elect the Optional Death Benefit, the Death Benefit will be the
greater of:

- - the total Premium Payments you have made to us minus any amounts you have
Surrendered;

- - The Contract Value of your annuity, or

- - Your Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries, of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.

If you elect the Optional Death Benefit, the Death Benefit will be the greater
of:

- - the total Premium Payments you have made to us minus any Surrenders; the
Contract Value of your annuity;

- - your Maximum Anniversary Value or

- - your Interest Accumulation Value.

Assuming you have not taken any Surrenders, your Interest Accumulation Value is
calculated by accumulating interest on your Premium Payments at a rate of 5% per
year up to the deceased's 81st birthday or date of death, whichever is earlier.
If you have taken any Surrenders, the 5% will be accumulated on your Premium
Payments, but we will make an adjustment for any of the Surrenders. This
adjustment will reduce the Optional Death Benefit proportionally for the
Surrenders. The Optional Death Benefit is limited to a maximum of 200% of
Premium Payments, less proportional adjustments for any Surrenders. For examples
on how the Optional Death Benefit is calculated see "Appendix II". If you elect
the Optional Death Benefit, we will subtract an additional charge on a daily
basis which is equal to an annual charge of .15% of your Contract Value invested
in the Funds.

HOW IS THE DEATH BENEFIT PAID?

The Death Benefit may be taken in one lump sum or under any of the Annuity
Payout Options then being offered by us. On the date we receive complete
instructions from the Beneficiary, we will compute the Death Benefit amount to
be paid out or applied to a selected Annuity Payout Option. When there is more
than one Beneficiary, we will calculate the Death Benefit amount for each
Beneficiary's portion of the proceeds and then pay it out or apply it to a
selected Annuity Payout Option according to each Beneficiary's instructions. If
we receive the complete instructions on a Non-Valuation Day, computations will
take place on the next Valuation Day.

The Beneficiary may elect under the Annuity Proceeds Settlement Option "Death
Benefit Remaining with the Company" to leave proceeds from the Death Benefit
with us for up to five years from the date of the Contract Owner's death if the
Contract Owner died before the Annuity Commencement Date. Once we receive a
certified death certificate or other legal documents acceptable to us, the
Beneficiary can: (a) make Sub-Account transfers and (b) take Surrenders without
paying Contingent Deferred Sales Charges.

REQUIRED DISTRIBUTIONS -- If the Contract Owner dies before the Annuity
Commencement Date, the Death Benefit must be distributed within five years after
death. The Beneficiary can choose any Annuity Payout Option that results in
complete Annuity Payout within five years.

If the Contract Owner dies on or after the Annuity Commencement Date under an
Annuity Payout Option with a Death Benefit, any remaining value must be
distributed at least as rapidly as under the payment method being used as of the
Contract Owner's death.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 21
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If the Contract Owner is not an individual (e.g. a trust), then the original
Annuitant will be treated as the Contract Owner in the situations described
above and any change in the original Annuitant will be treated as the death of
the Contract Owner.

WHO WILL RECEIVE THE DEATH BENEFIT?

The distribution of the Death Benefit is based on whether death is before, on or
after the Annuity Commencement Date.

IF DEATH OCCURS BEFORE THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<CAPTION>
IF THE DECEASED IS THE .
. . AND . . . AND . . . THEN THE . . .
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Contract Owner There is a surviving joint The Annuitant is living or Joint Contract Owner
Contract Owner deceased receives the Death
Benefit.
- ------------------------------------------------------------------------------------------------------------
Contract Owner There is no surviving The Annuitant is living or Designated Beneficiary
joint Contract Owner deceased receives the Death
Benefit.
- ------------------------------------------------------------------------------------------------------------
Contract Owner There is no surviving The Annuitant is living or Contract Owner's estate
joint Contract Owner and deceased receives the Death
the Beneficiary Benefit.
predeceases the Contract
Owner
- ------------------------------------------------------------------------------------------------------------
Annuitant The Contract Owner is There is no named Death Benefit is paid to
living Contingent Annuitant the Contract Owner and not
the designated
Beneficiary.
- ------------------------------------------------------------------------------------------------------------
Annuitant The Contract Owner is The Contingent Annuitant Contingent Annuitant
living is living becomes the Annuitant, and
the Contract continues.
</TABLE>

IF DEATH OCCURS ON OR AFTER THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<CAPTION>
IF THE DECEASED IS THE .
. . AND . . . THEN THE . . .
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Contract Owner The Annuitant is living Designated Beneficiary becomes the
Contract Owner
- ------------------------------------------------------------------------------------------------------------
Annuitant The Contract Owner is living Contract Owner receives the Death
Benefit.
- ------------------------------------------------------------------------------------------------------------
Annuitant The Annuitant is also the Contract Owner Designated Beneficiary receives the
Death Benefit.
</TABLE>

THESE ARE THE MOST COMMON DEATH BENEFIT SCENARIOS, HOWEVER, THERE ARE OTHERS.
SOME OF THE ANNUITY PAYOUT OPTIONS MAY NOT RESULT IN A DEATH BENEFIT PAYOUT. IF
YOU HAVE QUESTIONS ABOUT THESE AND ANY OTHER SCENARIOS, PLEASE CONTACT YOUR
REGISTERED REPRESENTATIVE OR US.

WHAT SHOULD THE BENEFICIARY CONSIDER?

ALTERNATIVES TO THE REQUIRED DISTRIBUTIONS -- The selection of an Annuity Payout
Option and the timing of the selection will have an impact on the tax treatment
of the Death Benefit. To receive favorable tax treatment, the Annuity Payout
Option selected: (a) cannot extend beyond the Beneficiary's life or life
expectancy, and (b) must begin within one year of the date of death.

If these conditions are not met, the Death Benefit will be treated as a lump sum
payment for tax purposes. This sum will be taxable in the year in which it is
considered received.

SPOUSAL CONTRACT CONTINUATION -- If the Beneficiary is the Contract Owner's
spouse, the Beneficiary may elect to continue the Contract as the contract
owner, receive the death benefit in one lump sum payment or elect an Annuity
Payout Option. If the Contract continues with the Spouse as Contract Owner, we
will adjust the Contract Value to the amount that we would have paid as the
Death Benefit or the Optional Death Benefit, if the Spouse had elected to
receive the Death Benefit amount. This spousal continuation is available only
once for each Contract.

SURRENDERS

WHAT KINDS OF SURRENDERS ARE AVAILABLE?

FULL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- When you Surrender your
Contract before the Annuity Commencement Date, the Surrender Value of the
Contract will be made in a lump sum payment. The Surrender Value is the Contract
Value minus any applicable Premium Taxes, Contingent Deferred Sales Charges and
the Annual Maintenance Fee. The Surrender Value may be more or less than the
amount of the Premium Payments made to a Contract.

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- - The partial Surrender amount must be at least equal to $100, our current
minimum for partial Surrenders, and
<PAGE>
22 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

- - The Contract must have a minimum Contract Value of $500 after the Surrender.
The minimum Contract Value in New York must be $1000 after the Surrender. We
reserve the right to close your Contract and pay the full Surrender Value if
the Contract Value is under the minimum after the Surrender. If your Contract
was issued in Texas, a remaining value of $500 is not required to continue the
Contract if Premium Payments were made in the last two Contract Years.

FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Period Certain Annuity Payout Option. Under this option, we pay
you the Commuted Value of your Contract minus any applicable Contingent Deferred
Sales Charges. The Commuted Value is determined on the day we receive your
written request for Surrender.

PARTIAL SURRENDERS ARE PERMITTED AFTER THE ANNUITY COMMENCEMENT DATE IF YOU
ELECT THE PAYMENTS FOR PERIOD CERTAIN ANNUITY PAYOUT OPTION, BUT CHECK WITH YOUR
TAX ADVISOR BECAUSE THERE MAY BE ADVERSE TAX CONSEQUENCES.

HOW DO I REQUEST A SURRENDER?

Requests for full Surrenders must be in writing. Requests for partial Surrenders
can be made in writing or by telephone. We will send your money within seven
days of receiving complete instructions. However, we may postpone payment of
Surrenders whenever: (a) the New York Stock Exchange is closed, (b) trading on
the New York Stock Exchange is restricted by the SEC, (b) the SEC permits and
orders postponement or (c) the SEC determines that an emergency exists to
restrict valuation.

WRITTEN REQUESTS -- To request a full or partial Surrender, complete a Surrender
Form or send us a letter, signed by you, stating:

- - the dollar amount that you want to receive, either before or after we withhold
taxes and deduct for any applicable charges,

- - your tax withholding amount or percentage, if any, and

- - your mailing address.

If there are joint Contract Owners, both must authorize all Surrenders. For a
partial Surrender, specify the Accounts that you want your Surrender to come
from, otherwise, the Surrender will be taken in proportion to the value in each
Account.

TELEPHONE REQUESTS -- To request a partial Surrender by telephone, we must have
received your completed Telephone Redemption Program Enrollment Form. If there
are joint Contract Owners, both must sign this form. By signing the form, you
authorize us to accept telephone instructions for partial Surrenders from either
Contract Owner. Telephone authorization will remain in effect until we receive a
written cancellation notice from you or your joint Contract Owner, we
discontinue the program; or you are no longer the owner of the Contract. There
are some restrictions on telephone surrenders, please call us with any
questions.

We may record telephone calls and use other procedures to verify information and
confirm that instructions are genuine. We will not be liable for losses or
expenses arising from telephone instructions reasonably believed to be genuine.
WE MAY MODIFY THE REQUIREMENTS FOR TELEPHONE REDEMPTIONS AT ANY TIME.

Telephone Surrender instructions received before the close of the New York Stock
Exchange will be processed on that Valuation Day. Otherwise, your request will
be processed on the next Valuation Day.

COMPLETING A POWER OF ATTORNEY FORM FOR ANOTHER PERSON TO ACT ON YOUR BEHALF MAY
PREVENT YOU FROM MAKING SURRENDERS VIA TELEPHONE.

WHAT SHOULD BE CONSIDERED ABOUT TAXES?

There are certain tax consequences associated with Surrenders:

PRIOR TO AGE 59 1/2 -- If you make a Surrender prior to age 59 1/2, there may be
adverse tax consequences including a 10% federal income tax penalty on the
taxable portion of the Surrender payment. Surrendering before age 59 1/2 may
also affect the continuing tax-qualified status of some Contracts.

WE DO NOT MONITOR SURRENDER REQUESTS. TO DETERMINE WHETHER A SURRENDER IS
PERMISSIBLE, WITH OR WITHOUT FEDERAL INCOME TAX PENALTY, PLEASE CONSULT YOUR
PERSONAL TAX ADVISER.

MORE THAN ONE CONTRACT ISSUED IN THE SAME CALENDAR YEAR -- If you own more than
one contract issued by us or our affiliates in the same calendar year, then
these contracts may be treated as one contract for the purpose of determining
the taxation of distributions prior to the Annuity Commencement Date. Please
consult your tax adviser for additional information.

INTERNAL REVENUE CODE SECTION 403(B) ANNUITIES -- As of December 31, 1988, all
section 403(b) annuities have limits on full and partial Surrenders.
Contributions to your Contract made after December 31, 1988 and any increases in
cash value after December 31, 1988 may not be distributed unless you are: (a)
age 59 1/2, (b) no longer employed, (c) deceased, (d) disabled, or (e)
experiencing a financial hardship (cash value increases may not be distributed
for hardships prior to age 59 1/2). Distributions prior to age 59 1/2 due to
financial hardship; unemployment or retirement may still be subject to a penalty
tax of 10%.

WE ENCOURAGE YOU TO CONSULT WITH YOUR TAX ADVISER BEFORE MAKING ANY SURRENDERS.
PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE INFORMATION.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 23
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ANNUITY PAYOUTS
- --------------------------------------------------------------------------------

THIS SECTION DESCRIBES WHAT HAPPENS WHEN WE BEGIN TO MAKE REGULAR ANNUITY
PAYOUTS FROM YOUR CONTRACT. YOU, AS THE CONTRACT OWNER, SHOULD ANSWER FIVE
QUESTIONS:

1. When do you want Annuity Payouts to begin?
2. What Annuity Payout Option do you want to use?
3. How often do you want to receive Annuity Payouts?
4. What is the Assumed Investment Return?
5. Do you want fixed dollar amount or variable dollar amount Annuity
Payouts?

Please check with your financial advisor to select the Annuity Payout Option
that best meets your income needs.

1. WHEN DO YOU WANT ANNUITY PAYOUTS TO BEGIN?

You select an Annuity Commencement Date when you purchase your Contract or at
any time before you begin receiving Annuity Payouts. You may change the Annuity
Commencement Date by notifying us within thirty days prior to the date. The
Annuity Commencement Date cannot be deferred beyond the 15th day of the month of
the Annuitant's 90th birthday or the end of the 10th Contract Year, whichever is
later, unless you elect a later date to begin receiving payments subject to any
laws and regulations then in effect and our approval. If this Contract is issued
to the trustee of a Charitable Remainder Trust, the Annuity Commencement Date
may be deferred to the Annuitant's 100th birthday.

The Annuity Calculation Date is when the amount of your Annuity Payout is
determined. This occurs within five Valuation Days before your selected Annuity
Commencement Date.

All Annuity Payouts, regardless of frequency, will occur on the same day of the
month as the Annuity Commencement Date. After the initial payout, if an Annuity
Payout date falls on a Non-Valuation Day, the Annuity Payout is computed on the
prior Valuation Day. If the Annuity Payout date does not occur in a given month
due to a leap year or months with only 28 days (i.e. the 31st), the Annuity
Payout will be computed on the last Valuation Day of the month.

2. WHICH ANNUITY PAYOUT OPTION DO YOU WANT TO USE?

Your Contract contains the Annuity Payout Options described below. The Annuity
Proceeds Settlement Option is an option that can be elected by the Beneficiary
after the death of the Contract Owner and is described in the "Death Benefit"
section. We may at times offer other Annuity Payout Options.

OPTION 1 -- LIFE ANNUITY -- We make Annuity Payouts as long as the Annuitant is
living. When the Annuitant dies, we stop making Annuity Payouts. A Payee would
receive only one Annuity Payout if the Annuitant dies after the first payout,
two Annuity Payouts if the Annuitant dies after the second payout, and so forth.

OPTION 2 -- LIFE ANNUITY WITH A CASH REFUND -- We will make Annuity Payouts as
long as the Annuitant is living. When the Annuitant dies, if the Annuity Payouts
already made are less than the Contract Value minus any Premium Tax, the
remaining value will be paid to the Beneficiary. The remaining value is equal to
the Contract Value minus any Premium Tax minus the Annuity Payouts already made.
This option is only available for Annuity Payouts using the 5% Assumed
Investment Return.

OPTION 3 -- LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN -- We will make
Annuity Payouts as long as the Annuitant is living, but we at least guarantee to
make Annuity Payouts for a time period you select, between 5 years and 100 years
minus the Annuitant's age. If the Annuitant dies before the guaranteed number of
years have passed, then the Beneficiary may elect to (a) continue Annuity
Payouts for the remainder of the guaranteed number of years or (b) receive the
Commuted Value in one sum.

OPTION 4 -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- We will make Annuity Payouts
as long as the Annuitant and Joint Annuitant are living. When one Annuitant
dies, we continue to make Annuity Payouts to the other Annuitant until the
second Annuitant dies. When choosing this option, you must decide what will
happen to the Annuity Payouts after the first Annuitant dies. You must select
Annuity Payouts that:

- - Remain the same at 100%, or

- - Decrease to 66.67%, or

- - Decrease to 50%.

For variable dollar amount Annuity Payouts, these percentages represent Annuity
Units; for fixed dollar amount Annuity Payouts, they represent actual dollar
amounts. The percentage will also impact the Annuity Payout amount we pay while
both Annuitants are living. If you pick a lower percentage, your original
Annuity Payouts will be higher while both Annuitants are alive.

OPTION 5 -- JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD
CERTAIN -- We make Annuity Payouts during the lifetime of the Annuitant and a
Joint Annuitant, and we guarantee to make those Annuity Payouts for a time
period you select which is not less than 5 years and no more than 100 years
minus your Annuitant's age. If both the Annuitant and your Joint Annuitant die
before the time period selected is over, we will pay the remaining value to your
Beneficiary.

OPTION 6 -- PAYMENTS FOR A DESIGNATED PERIOD -- We will make Annuity Payouts for
the number of years that you select. You can select between 5 years and 30
years. If the Annuitant dies before the end of the specified time, we will pay
the Beneficiary the present value of the annuity in one lump sum or continue
making the remaining payments to the Beneficiary.

- You may Surrender your Annuity under this Annuity Payout Option after
Annuity Payouts have started, provided you have selected the variable dollar
amount Annuity Payout.
<PAGE>
24 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

IMPORTANT INFORMATION:

- - YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
SELECTED THE PAYMENTS FOR A DESIGNATED PERIOD ANNUITY PAYOUT OPTION

- - For Non-Qualified Contracts, if you do not elect an Annuity Payout Option,
fixed Annuity Payouts will automatically begin on the Annuity Commencement
Date under the Life Annuity with Payments for a 10 year Period Certain.

- - For Qualified Contracts and Contracts issued in Texas, if you do not elect an
Annuity Payout Option, fixed Annuity Payouts will begin automatically on the
Annuity Commencement Date, under the Annuity Payout Option 1 -- Life Annuity.

3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE
ANNUITY PAYOUTS?

In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you want the Payee to receive Annuity
Payouts. You may choose to receive Annuity Payouts:

- - monthly,

- - quarterly,

- - semi-annually, or

- - annually.

Once you select a frequency, it cannot be changed. If you do not make a
selection, the Payee will receive monthly Annuity Payouts. You must select a
frequency that results in an Annuity Payout of at least $50. If the amount falls
below $50, we have the right to change the frequency to bring the Annuity Payout
up to at least $50. For Contracts issued in New York, the minimum monthly
Annuity Payout is $20.

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("AIR") is the investment return you select before
we start to make Annuity Payouts. It is a critical assumption for calculating
variable dollar amount Annuity Payouts. The first Annuity Payout will be based
upon the AIR. The remaining Annuity Payouts will fluctuate based on the
performance of the underlying Funds.

Subject to the approval of your State, you can select one of three AIRs: 3%, 5%
or 6%. The greater the AIR, the greater the initial Annuity Payout. A higher AIR
may result in smaller potential growth in the Annuity Payouts. On the other
hand, a lower AIR results in a lower initial Annuity Payout, but future Annuity
Payouts have the potential to be greater.

For example, if the second monthly Annuity Payout is the same as the first, the
sub-accounts earned exactly the same return as the AIR. If the second monthly
Annuity Payout is more than the first, the sub-accounts earned more than the
AIR. If the second Annuity Payout is less than the first, the sub-account earned
less than the AIR.

Level variable dollar amount Annuity Payouts would be produced if the investment
returns remained constant and equal to the AIR. In fact, Annuity Payouts will
vary up or down as the investment rate varies up or down from the AIR.

5. DO YOU WANT ANNUITY PAYOUTS TO BE FIXED-DOLLAR
AMOUNT OR VARIABLE-DOLLAR AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, depending on your income needs.

FIXED-DOLLAR AMOUNT ANNUITY PAYOUTS -- Once a fixed-dollar amount Annuity Payout
begins, you cannot change your selection to receive variable-dollar amount
Annuity Payout. You will receive equal fixed-dollar amount Annuity Payouts
throughout the Annuity Payout period. Fixed-dollar amount Annuity Payout amounts
are determined by multiplying the Contract Value, minus any applicable Premium
Taxes, by an Annuity rate. The annuity rate is set by us and is not less than
the rate specified in the fixed-dollar amount Annuity Payout Option tables in
your Contract.

VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUTS -- A variable-dollar amount Annuity
Payout is based on the investment performance of the Sub-Accounts. The
variable-dollar amount Annuity Payouts may fluctuate with the performance of the
underlying Funds. To begin making variable-dollar amount Annuity Payouts, we
convert the first Annuity Payout amount to a set number of Annuity Units and
then price those units to determine the Annuity Payout amount. The number of
Annuity Units that determines the Annuity Payout amount remains fixed unless you
transfer units between Sub-Accounts.

The dollar amount of the first variable Annuity Payout depends on:

- - the Annuity Payout Option chosen,

- - the Annuitant's attained age and gender (if applicable),and,

- - the applicable annuity purchase rates based on the 1983a Individual Annuity
Mortality table

- - the Assumed Investment Return

The total amount of the first variable-dollar amount Annuity Payout is
determined by dividing the Contract Value minus any applicable Premium Taxes, by
$1,000 and multiplying the result by the payment factor defined in the Contract
for the selected Annuity Payout Option.

The dollar amount of each subsequent variable-dollar amount Annuity Payout is
equal to the total of:

Annuity Units for each Sub-Account multiplied by Annuity Unit Value of each
Sub-Account.

The Annuity Unit Value of each Sub-Account for any Valuation Period is equal to
the Accumulation Unit Value Net Investment Factor for the current Valuation
Period multiplied by the Annuity Unit factor, multiplied by the Annuity Unit
Value for the preceding Valuation Period.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 25
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TRANSFER OF ANNUITY UNITS -- After the Annuity Calculation Date, you may
transfer dollar amounts of Annuity Units from one Sub-Account to another. On the
day you make a transfer, the dollar amounts are equal for both Sub-Accounts and
the number of Annuity Units will be different. We will transfer the dollar
amount of your Annuity Units the day we receive your written request if received
before the close of the New York Stock Exchange. Otherwise, the transfer will be
made on the next Valuation Day.

OTHER PROGRAMS AVAILABLE
- --------------------------------------------------------------------------------

INVESTEASE-REGISTERED TRADEMARK- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to have transfers occur either monthly or
quarterly, and they can be made into any Account available in your Contract.

AUTOMATIC INCOME PROGRAM -- The Automatic Income Program allows you to Surrender
up to 10% of your total Premium Payments each Contract Year. We can Surrender
from the Accounts you select systematically on a monthly, quarterly, semiannual,
or annual basis. The Automatic Income Program may change based on your
instructions after your seventh Contract Year.

ASSET ALLOCATION PROGRAM -- Asset Allocation is a program that allows you to
choose an allocation for your Sub-Accounts to help you reach your investment
goals. Some Contracts offer model allocations with pre-selected Sub-Accounts and
percentages that have been established for each type of investor -- ranging from
conservative to aggressive. Over time, Sub-Account performance may cause your
Contract's allocation percentages to change, but under the Asset Allocation
Program, your Sub-Account allocations are rebalanced to the percentages in the
current model you have chosen. You can transfer freely between allocation models
up to twelve times per year. You can also allocate a portion of your investment
to Sub-Accounts that may not be part of the model. You can only participate in
one asset allocation model at a time.

ASSET REBALANCING -- Asset Rebalancing is another type of asset allocation
program in which you customize your Sub-Accounts to meet your investment needs.
You select the Sub-Accounts and the percentages you want allocated to each Sub-
Account. Based on the frequency you select, your model will automatically
rebalance to the original percentages chosen. You can transfer freely between
models up to twelve times per year. You can also allocate a portion of your
investment to Sub-Accounts that are not part of the model. You can only
participate in one asset rebalancing model at a time.

OTHER INFORMATION
- --------------------------------------------------------------------------------

ASSIGNMENT -- Ownership of this Contract is generally assignable. However, if
the Contract is issued to a tax qualified retirement plan, it is possible that
the ownership of the Contract may not be transferred or assigned. An assignment
of a Non-Qualified Contract may subject the Contract Values or Surrender Value
to income taxes and certain penalty taxes.

CONTRACT MODIFICATION -- The Annuitant may not be changed. However, if the
Annuitant is still living, the Contingent Annuitant may be changed at any time
prior to the Annuity Commencement Date by sending us written notice. We may
modify the Contract, but no modification will effect the amount or term of any
Contract unless a modification is required to conform the Contract to applicable
Federal or State law. No modification will effect the method by which Contract
Values are determined.

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. HSD 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. HSD is an affiliate of
ours. Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 6% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on Premium Payments made by
policyholders or Contract Owners. This compensation is usually paid from the
sales charges described in this prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates
<PAGE>
26 HARTFORD LIFE INSURANCE COMPANY
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or Hartford out of their own assets and will not effect the amounts paid by the
policyholders or Contract Owners to purchase, hold or Surrender variable
insurance products.

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

YEAR 2000

The Year 2000 issue relates to the ability or inability of computer systems to
properly process information and data containing or related to dates beginning
with the year 2000 and beyond. The Year 2000 issue exists because, historically,
many computer systems that are in use today were developed years ago when a year
was identified using a two-digit date field rather than a four-digit date field.
As information and data containing or related to the century date are introduced
to date sensitive systems, these systems may recognize the year 2000 as "1900",
or not at all, which may result in systems processing information incorrectly.
This, in turn, may significantly and adversely affect the integrity and
reliability of information databases, and may result in a wide variety of
adverse consequences to a company. In addition, Year 2000 problems that occur
with third parties with which a company does business, such as suppliers,
computer vendors, distributors and others, may also adversely affect any given
company.

The integrity and reliability of Hartford's computer systems are integral
aspects of Hartford's business. Hartford issues insurance policies, annuities,
mutual funds and other financial products to individual and business customers,
nearly all of which contain date sensitive data, such as policy expiration
dates, birth dates and premium payment dates. In addition, various computer
systems support communications and other systems that integrate Hartford's
various business segments and field offices, including Hartford's foreign
operations. Hartford also has business relationships with numerous third parties
that affect virtually all aspects of Hartford's business, including, without
limitation, suppliers, computer hardware and software vendors, insurance agents
and brokers, securities broker-dealers and other distributors of financial
products, many of which provide date sensitive data to Hartford, and whose
operations are important to Hartford's business.

Beginning in 1990, Hartford began working on making its computer systems Year
2000 ready, either through installing new programs or replacing systems.

Hartford's Year 2000 efforts also include assessing the potential impact on
Hartford of third parties' Year 2000 readiness. However, notwithstanding these
third party Year 2000 efforts, Hartford does not have control over these third
parties and, as a result, Hartford cannot currently determine to what extent
future operating results may be adversely affected by the failure of these third
parties to adequately address their Year 2000 issues.

The costs of Hartford's Year 2000 program that were incurred through the year
ended December 31, 1997 were not material to Hartford's financial condition or
results of operations. The after-tax costs of Hartford's Year 2000 efforts for
the year ended December 31, 1998 were approximately $4 million. Management
currently estimates that after-tax costs related to the Year 2000 program to be
incurred in 1999 will be less than $10 million. These costs are being expensed
as incurred.

If significant Year 2000 problems arise, including problems arising with third
parties, failures of computer systems could occur, which in turn could result in
substantial interruptions in Hartford's business. In addition, Hartford's
investing activities are an important aspect of its business and Hartford may be
exposed to the risk that issuers of investments held by it will be adversely
impacted by Year 2000 issues. Given the uncertain nature of Year 2000 problems
that may arise, especially those related to the readiness of third parties
discussed above, management cannot determine at this time whether the
consequences of Year 2000 related problems that could arise will have a material
impact on Hartford's financial condition or results of operations.

Hartford is in the process of developing certain contingency plans so that if,
despite its Year 2000 efforts, Year 2000 problems ultimately arise, the impact
of such problems may be avoided or minimized. These contingency plans are being
developed based on, among other things, known or reasonably anticipated
circumstances and potential vulnerabilities. The contingency planning also
includes assessing the dependency of Hartford's business on third parties and
their Year 2000 readiness. Hartford currently anticipates that internal and
external contingency plans will be substantially complete by the end of the
second quarter of 1999. However, in many contexts, Year 2000 issues are dynamic,
and ongoing assessments of business functions, vulnerabilities and risks must be
made. As such, new contingency plans may be needed in the future and/or existing
plans may need to be modified as circumstances warrant.

LEGAL MATTERS AND EXPERTS

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

Counsel with respect to federal laws and regulations applicable to the issue and
sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
Senior Vice President, General Counsel and Corporate Secretary, Hartford Life
and Annuity Insurance Company, P.O. Box 2999, Hartford, Connecticut 06104-2999.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 27
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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 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 principals. The principal business
address of Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut
06103.

MORE INFORMATION

You may call your Representative if you have any questions or write or call us
at the address below:

Hartford Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, Connecticut 06102-5085.
Telephone: (800) 862-6668 (Contract Owners)
(800) 862-7155 (Registered Representatives)

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

What are some of the federal tax consequences that affect these Contracts?

A. GENERAL

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

Our general discussion of the tax treatment of this contract 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 contract cannot be made in the prospectus. We also do not
discuss state, municipal or other tax laws that may apply to this contract. For
detailed information, you should consult with a qualified tax adviser familiar
with your situation.

B. TAXATION OF HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford, which is taxed as a life
insurance company in accordance with 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 Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Value of Accumulation Units"). As a
result, such investment income and realized capital gains are automatically
applied to increase reserves under the Contract.

No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.

C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS
AFFECTING PURCHASERS OTHER THAN QUALIFIED
RETIREMENT PLANS

Section 72 of the Code governs the taxation of annuities in general.

1. NON-NATURAL PERSONS, CORPORATIONS, ETC.

Code Section 72 contains provisions for contract owners that are not natural
persons. Non-natural persons include corporations, trusts, limited liability
companies, partnerships and other types of legal entities. The tax rules for
contracts owned by non-natural persons are different from the rules for
contracts owned by individuals. For example, the annual net increase in the
value of the contract is currently includible in the gross income of a
non-natural person, unless the non-natural person holds the contract as an agent
for a natural person. There are additional exceptions from current inclusion
for:

- - certain annuities held by structured settlement companies,

- - certain annuities held by an employer with respect to a terminated qualified
retirement plan and

- - certain immediate annuities.

A non-natural person which is a tax-exempt entity for federal tax purposes will
not be subject to income tax as a result of this provision.

If the contract owner is a non-natural person, the primary annuitant is treated
as the contract owner in applying mandatory distribution rules. These rules
require that certain distributions be made upon the death of the contract owner.
A change in the primary annuitant is also treated as the death of the contract
owner.

2. OTHER CONTRACT OWNERS (NATURAL PERSONS).

A Contract Owner is not taxed on increases in the value of the Contract until an
amount is received or deemed received, e.g., in the form of a lump sum payment
(full or partial value of a Contract) or as Annuity payments under the
settlement option elected.

The provisions of Section 72 of the Code concerning distributions are summarized
briefly below. Also summarized are special rules affecting distributions from
Contracts obtained in a tax-free exchange for other annuity contracts or life
insurance contracts which were purchased prior to August 14, 1982.
<PAGE>
28 HARTFORD LIFE INSURANCE COMPANY
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A. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

i. Total premium payments less amounts received which were not includable in
gross income equal the "investment in the contract" under Section 72 of the
Code.

ii. To the extent that the value of the Contract (ignoring any surrender
charges except on a full surrender) exceeds the "investment in the
contract," such excess constitutes the "income on the contract."

iii. Any amount received or deemed received prior to the Annuity Commencement
Date (e.g., upon a partial surrender) is deemed to come first from any
such "income on the contract" and then from "investment in the contract,"
and for these purposes such "income on the contract" shall be computed by
reference to any aggregation rule in subparagraph 2.c. below. As a result,
any such amount received or deemed received (1) shall be includable in
gross income to the extent that such amount does not exceed any such
"income on the contract," and (2) shall not be includable in gross income
to the extent that such amount does exceed any such "income on the
contract." If at the time that any amount is received or deemed received
there is no "income on the contract" (e.g., because the gross value of the
Contract does not exceed the "investment in the contract" and no
aggregation rule applies), then such amount received or deemed received
will not be includable in gross income, and will simply reduce the
"investment in the contract."

iv. The receipt of any amount as a loan under the Contract or the assignment or
pledge of any portion of the value of the Contract shall be treated as an
amount received for purposes of this subparagraph a. and the next
subparagraph b.

v. In general, the transfer of the Contract, without full and adequate
consideration, will be treated as an amount received for purposes of this
subparagraph a. and the next subparagraph b. This transfer rule does not
apply, however, to certain transfers of property between spouses or incident
to divorce.

B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

Annuity payments made periodically after the Annuity Commencement Date are
includable in gross income to the extent the payments exceed the amount
determined by the application of the ratio of the "investment in the contract"
to the total amount of the payments to be made after the Annuity Commencement
Date (the "exclusion ratio").

i. When the total of amounts excluded from income by application of the
exclusion ratio is equal to the investment in the contract as of the
Annuity Commencement Date, any additional payments (including surrenders)
will be entirely includable in gross income.

ii. If the annuity payments cease by reason of the death of the Annuitant and,
as of the date of death, the amount of annuity payments excluded from gross
income by the exclusion ratio does not exceed the investment in the
contract as of the Annuity Commencement Date, then the remaining portion of
unrecovered investment shall be allowed as a deduction for the last taxable
year of the Annuitant.

iii. Generally, nonperiodic amounts received or deemed received after the
Annuity Commencement Date are not entitled to any exclusion ratio and
shall be fully includable in gross income. However, upon a full surrender
after such date, only the excess of the amount received (after any
surrender charge) over the remaining "investment in the contract" shall be
includable in gross income (except to the extent that the aggregation rule
referred to in the next subparagraph c. may apply).

C. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

Contracts issued after October 21, 1988 by the same insurer (or affiliated
insurer) to the same Contract Owner within the same calendar year (other than
certain contracts held in connection with a tax-qualified retirement
arrangement) will be treated as one annuity Contract for the purpose of
determining the taxation of distributions prior to the Annuity Commencement
Date. An annuity contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new Contract for this
purpose. Hartford believes that for any annuity subject to such aggregation, the
values under the Contracts and the investment in the contracts will be added
together to determine the taxation under subparagraph 2.a., above, of amounts
received or deemed received prior to the Annuity Commencement Date. Withdrawals
will first be treated as withdrawals of income until all of the income from all
such Contracts is withdrawn. As of the date of this Prospectus, there are no
regulations interpreting this provision.

D. 10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
PAYMENTS.

i. If any amount is received or deemed received on the Contract (before or
after the Annuity Commencement Date), the Code applies a penalty tax equal
to ten percent of the portion of the amount includable in gross income,
unless an exception applies.

ii. The 10% penalty tax will not apply to the following distributions
(exceptions vary based upon the precise plan involved):

1. Distributions made on or after the date the recipient has attained the
age of 59 1/2.

2. Distributions made on or after the death of the holder or where the
holder is not an individual, the death of the primary annuitant.

3. Distributions attributable to a recipient's becoming disabled.

4. A distribution that is part of a scheduled series of substantially equal
periodic payments (not less frequently than annually) for the life (or
life expectancy) of the recipient (or the joint lives or life
expectancies of
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 29
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the recipient and the recipient's designated Beneficiary).

5. Distributions of amounts which are allocable to the "investment in the
contract" prior to August 14, 1982 (see next subparagraph e.).

E. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
AUGUST 14, 1982.

If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income., In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
exchange Contracts are generally subject to the rules described in this
subparagraph 3.

F. REQUIRED DISTRIBUTIONS

i. Death of Contract Owner or Primary Annuitant
Subject to the alternative election or spouse beneficiary provisions in ii
or iii below:

1. If any Contract Owner dies on or after the Annuity Commencement Date and
before the entire interest in the Contract has been distributed, the
remaining portion of such interest shall be distributed at least as
rapidly as under the method of distribution being used as of the date of
such death;

2. If any Contract Owner dies before the Annuity Commencement Date, the
entire interest in the Contract will be distributed within 5 years after
such death; and

3. If the Contract Owner is not an individual, then for purposes of 1. or
2. above, the primary annuitant under the Contract shall be treated as
the Contract Owner, and any change in the primary annuitant shall be
treated as the death of the Contract Owner. The primary annuitant is the
individual, the events in the life of whom are of primary importance in
affecting the timing or amount of the payout under the Contract.

ii. Alternative Election to Satisfy Distribution Requirements
If any portion of the interest of a Contract Owner described in i. above is
payable to or for the benefit of a designated beneficiary, such beneficiary
may elect to have the portion distributed over a period that does not extend
beyond the life or life expectancy of the beneficiary. The election must be
made and payments must begin within a year of the death.

iii. Spouse Beneficiary
If any portion of the interest of a Contract Owner is payable to or for the
benefit of his or her spouse, and the Annuitant or Contingent Annuitant is
living, such spouse shall be treated as the Contract Owner of such portion
for purposes of section i. above. This spousal continuation shall apply only
once for this contract.

3. DIVERSIFICATION REQUIREMENTS.

The Code requires that investments supporting your contract be adequately
diversified. Code Section 817 provides that a variable annuity contract will not
be treated as an annuity 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 an annuity contract, the contract 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 contract 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
contracts subject to the diversification
<PAGE>
30 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
requirements in a manner that will maintain adequate diversification.

4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.

In order for a variable annuity 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 contract 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 contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract 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 contract owner is considered the owner of the assets
for tax purposes. We reserve the right to modify the contract, as necessary, to
prevent you from being considered the owner of assets in the separate account.

D. FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient will be
subject to federal income tax withholding, pursuant to Section 3405 of the Code.
The application of this provision is summarized below:

1. NON-PERIODIC DISTRIBUTIONS.

The portion of a non-periodic distribution which constitutes taxable income will
be subject to federal income tax withholding unless the recipient elects not to
have taxes withheld. If there is no election to waive withholding, 10% of the
taxable distribution will be withheld as federal income tax. Election forms will
be provided at the time distributions are requested. If the necessary election
forms are not submitted to Hartford, Hartford will automatically withhold 10% of
the taxable distribution.

2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER THAN ONE
YEAR).

The portion of a periodic distribution which constitutes taxable income will be
subject to federal income tax withholding as if the recipient were married
claiming three exemptions. A recipient may elect not to have income taxes
withheld or have income taxes withheld at a different rate by providing a
completed election form. Election forms will be provided at the time
distributions are requested.

E. GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT
PLANS

The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I for information relative to the types of plans
for which it may be used and the general explanation of the tax features of such
plans.

F. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND
FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal income
tax consequences to annuity 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 annuity distributions at a 30% rate,
unless a lower treaty rate applies. In addition, purchasers may be subject to
state premium tax, other 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 an annuity purchase.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 31
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APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS

This summary does not attempt to provide more than general information about the
federal income tax rules associated with use of a Contract by a tax-qualified
retirement plan. Because of the complexity of the federal tax rules, owners,
participants and beneficiaries are encouraged to consult their own tax advisors
as to specific tax consequences.

The federal tax rules applicable to owners of Contracts under tax-qualified
retirement plans vary according to the type of plan as well as the terms and
conditions of the plan itself. Contract owners, plan participants and
beneficiaries are cautioned that the rights and benefits of any person may be
controlled by the terms and conditions of the tax-qualified retirement plan
itself, regardless of the terms and conditions of a Contract. We are not bound
by the terms and conditions of such plans to the extent such terms conflict with
a Contract, unless we specifically consent to be bound.

Some tax-qualified retirement plans are subject to distribution and other
requirements that are not incorporated into our administrative procedures.
Contract owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions comply with applicable
law. Tax penalties may apply to transactions with respect to tax-qualified
retirement plans if applicable federal income tax rules and restrictions are not
carefully observed.

We do not currently offer the Contracts in connection with all of the types of
tax-qualified retirement plans discussed below and may not offer the Contracts
for all types of tax-qualified retirement plans in the future.

1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS -- Eligible employers can
establish certain tax-qualified pension and profit-sharing plans under section
401 of the Code. Rules under section 401(k) of the Code govern certain "cash or
deferred arrangements" under such plans. Rules under section 408(k) govern
"simplified employee pensions". Tax-qualified pension and profit-sharing plans
are subject to limitations on the amount that may be contributed, the persons
who may be eligible to participate and the time when distributions must
commence. Employers intending to use the Contracts in connection with
tax-qualified pension or profit-sharing plans should seek competent tax and
other legal advice.

2. TAX SHELTERED ANNUITIES UNDER SECTION 403(b) -- Public schools and certain
types of charitable, educational and scientific organizations, as specified in
section 501(c)(3) of the Code, can purchase tax-sheltered annuity contracts for
their employees. Tax-deferred contributions can be made to tax-sheltered annuity
contracts under section 403(b) of the Code, subject to certain limitations.
Generally, such contributions may not exceed the lesser of $10,000 (indexed) or
20% of the employee's "includable compensation" for such employee's most recent
full year of employment, subject to other adjustments. Special provisions under
the Code may allow some employees to elect a different overall limitation.

Tax-sheltered annuity programs under section 403(b) are subject to a PROHIBITION
AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO CONTRIBUTIONS MADE
PURSUANT TO A SALARY REDUCTION AGREEMENT, UNLESS SUCH DISTRIBUTION IS MADE:

- - after the participating employee attains age 59 1/2;

- - upon separation from service;

- - upon death or disability; or

- - in the case of hardship (and in the case of hardship, any income attributable
to such contributions may not be distributed).

Generally, the above restrictions do not apply to distributions attributable to
cash values or other amounts held under a section 403(b) contract as of December
31, 1988.

3. DEFERRED COMPENSATION PLANS UNDER SECTION 457 -- A governmental employer or a
tax-exempt employer other than a governmental unit can establish a Deferred
Compensation Plan under section 457 of the Code. For these purposes, a
"governmental employer" is a State, a political subdivision of a State, or an
agency or an instrumentality of a State or political subdivision of a State.
Employees and independent contractors performing services for a governmental or
tax-exempt employer can elect to have contributions made to a Deferred
Compensation Plan of their employer in accordance with the employer's plan and
section 457 of the Code.

Deferred Compensation Plans that meet the requirements of section 457(b) of the
Code are called "eligible" Deferred Compensation Plans. Section 457(b) limits
the amount of contributions that can be made to an eligible Deferred
Compensation Plan on behalf of a participant. Generally, the limitation on
contributions is 33 1/3% of a participant's includable compensation (typically
25% of gross compensation) or, for 1999, $8,000 (indexed), whichever is less.
The plan may provide for additional "catch-up" contributions during the three
taxable years ending before the year in which the participant attains normal
retirement age.

All of the assets and income of an eligible Deferred Compensation Plan
established by a governmental employer after August 20, 1996, must be held in
trust for the exclusive benefit of participants and their beneficiaries. For
this purpose, custodial accounts and certain annuity contracts are treated as
trusts. Eligible Deferred Compensation Plans that were in existence on August
20, 1996 may be amended to satisfy the trust and exclusive benefit requirements
any time prior to January 1, 1999, and must be amended not later than that date
to continue to receive favorable tax treatment. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-
<PAGE>
32 HARTFORD LIFE INSURANCE COMPANY
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exempt (non-governmental) employer. In addition, the requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a governmental
employer if the Deferred Compensation Plan is not an eligible plan within the
meaning of section 457(b) of the Code. In the absence of such a trust, amounts
under the plan will be subject to the claims of the employer's general
creditors.

In general, distributions from an eligible Deferred Compensation Plan are
prohibited under section 457 of the Code unless made after the participating
employee:

- - attains age 70 1/2,

- - separates from service,

- - dies, or

- - suffers an unforeseeable financial emergency as defined in the Code.

Under present federal tax law, amounts accumulated in a Deferred Compensation
Plan under section 457 of the Code cannot be transferred or rolled over on a
tax-deferred basis except for certain transfers to other Deferred Compensation
Plans under section 457 in limited cases.

4. INDIVIDUAL RETIREMENT ANNUITIES ("IRAS") UNDER
SECTION 408

TRADITIONAL IRAS -- Eligible individuals can establish individual retirement
programs under section 408 of the Code through the purchase of an IRA. Section
408 imposes limits with respect to IRAs, including limits on the amount that may
be contributed to an IRA, the amount of such contributions that may be deducted
from taxable income, the persons who may be eligible to contribute to an IRA,
and the time when distributions commence from an IRA. Distributions from certain
tax-qualified retirement plans may be "rolled-over" to an IRA on a tax-deferred
basis.

SIMPLE IRAS -- Eligible employees may establish SIMPLE IRAs in connection with a
SIMPLE IRA plan of an employer under section 408(p) of the Code. Special
rollover rules apply to SIMPLE IRAs. Amounts can be rolled over from one SIMPLE
IRA to another SIMPLE IRA. However, amounts can be rolled over from a SIMPLE IRA
to a Traditional IRA only after two years have expired since the employee first
commenced participation in the employer's SIMPLE IRA plan. Amounts cannot be
rolled over to a SIMPLE IRA from a qualified plan or a Traditional IRA. Hartford
is a non-designated financial institution for purposes of the SIMPLE IRA rules.

ROTH IRAS -- Eligible individuals may establish Roth IRAs under section 408A of
the Code. Contributions to a Roth IRA are not deductible. Subject to special
limitations, a Traditional IRA may be converted into a Roth IRA or a
distribution from a Traditional IRA may be rolled over to a Roth IRA. However, a
conversion or a rollover from a Traditional IRA to a Roth IRA is not excludable
from gross income. If certain conditions are met, qualified distributions from a
Roth IRA are tax-free.

5. FEDERAL TAX PENALTIES AND WITHHOLDING -- Distributions from tax-qualified
retirement plans are generally taxed as ordinary income under section 72 of the
Code. Under these rules, a portion of each distribution may be excludable from
income. The excludable amount is the portion of the distribution that bears the
same ratio as the after-tax contributions bear to the expected return.

(A) PENALTY TAX ON EARLY DISTRIBUTIONS Section 72(t) of the Code imposes an
additional penalty tax equal to 10% of the taxable portion of a distribution
from certain tax-qualified retirement plans. However, the 10% penalty tax
does not apply to a distributions that is:

- - Made on or after the date on which the employee reaches age 59 1/2;

- - Made to a beneficiary (or to the estate of the employee) on or after the death
of the employee;

- - Attributable to the employee's becoming disabled (as defined in the Code);

- - Part of a series of substantially equal periodic payments (not less frequently
than annually) made for the life (or life expectancy) of the employee or the
joint lives (or joint life expectancies) of the employee and his or her
designated beneficiary;

- - Except in the case of an IRA, made to an employee after separation from
service after reaching age 55; or

- - Not greater than the amount allowable as a deduction to the employee for
eligible medical expenses during the taxable year.

IN ADDITION, THE 10% PENALTY TAX DOES NOT APPLY TO A DISTRIBUTION FROM AN IRA
THAT IS:

- - Made after separation from employment to an unemployed IRA owner for health
insurance premiums, if certain conditions are met;

- - Not in excess of the amount of certain qualifying higher education expenses,
as defined by section 72(t)(7) of the Code; or

- - A qualified first-time homebuyer distribution meeting the requirements
specified at section 72(t)(8) of the Code.

If you are a participant in a SIMPLE IRA plan, you should be aware that the 10%
penalty tax is increased to 25% with respect to non-exempt early distributions
made from your SIMPLE IRA during the first two years following the date you
first commenced participation in any SIMPLE IRA plan of your employer.

(B) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
minimum required distribution for the year, the Participant is subject to a
50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 33
- --------------------------------------------------------------------------------
the Required Beginning Date. Generally, the Required Beginning Date is April 1
of the calendar year following the later of:

- - the calendar year in which the individual attains age 70 1/2; or

- - the calendar year in which the individual retires from service with the
employer sponsoring the plan.

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

- - the life of the Participant or the lives of the Participant and the
Participant's designated beneficiary, or

- - over a period not extending beyond the life expectancy of the Participant or
the joint life expectancy of the Participant and the Participant's designated
beneficiary.

Each annual distribution must equal or exceed a "minimum distribution amount"
which is determined by dividing the account balance by the applicable life
expectancy. This account balance is generally based upon the account value as of
the close of business on the last day of the previous calendar year. In
addition, minimum distribution incidental benefit rules may require a larger
annual distribution.

If an individual dies before reaching his or her Required Beginning Date, the
individual's entire interest must generally be distributed within five years of
the individual's death. However, this rule will be deemed satisfied, if
distributions begin before the close of the calendar year following the
individual's death to a designated beneficiary and distribution is over the life
of such designated beneficiary (or over a period not extending beyond the life
expectancy of the beneficiary). If the beneficiary is the individual's surviving
spouse, distributions may be delayed until the individual would have attained
age 70 1/2.

If an individual dies after reaching his or her Required Beginning Date or after
distributions have commenced, the individual's interest must generally be
distributed at least as rapidly as under the method of distribution in effect at
the time of the individual's death.

(C) WITHHOLDING In general, regular wage withholding rules apply to
distributions from IRAs and plans described in section 457 of the Code.
Periodic distributions from other tax-qualified retirement plans that are
made for a specified period of 10 or more years or for the life or life
expectancy of the participant (or the joint lives or life expectancies of
the participant and beneficiary) are generally subject to federal income tax
withholding as if the recipient were married claiming three exemptions. The
recipient of periodic distributions may generally elect not to have
withholding apply or to have income taxes withheld at a different rate by
providing a completed election form.

Mandatory federal income tax withholding at a flat rate of 20% will generally
apply to other distributions from such other tax-qualified retirement plans
unless such distributions are:

- - the non-taxable portion of the distribution;

- - required minimum distributions; or

- - direct transfer distributions.

Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code section 401(a)(31).

Certain states require withholding of state taxes when federal income tax is
withheld.
<PAGE>
34 HARTFORD LIFE INSURANCE COMPANY
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TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
SECTION PAGE
------------------------------------------------------------------------ ----
<S> <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY
------------------------------------------------------------------------------
SAFEKEEPING OF ASSETS
------------------------------------------------------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS
------------------------------------------------------------------------------
DISTRIBUTION OF CONTRACTS
------------------------------------------------------------------------------
CALCULATION OF YIELD AND RETURN
------------------------------------------------------------------------------
PERFORMANCE COMPARISONS
------------------------------------------------------------------------------
FINANCIAL STATEMENTS
------------------------------------------------------------------------------
</TABLE>

<PAGE>
This form must be completed for all tax-sheltered annuities.

SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The Hartford Variable Annuity Contract that you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:

- - a. Attained age 59 1/2,

- - b.Separated from service,

- - c.Died, or

- - d.Become disabled.

Distributions of post December 31, 1988 contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made prior to age 59 1/2
because of financial hardship or separation from service.

Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the Hartford Leaders Edge. Please refer to your Plan.

Please complete the following and return to:

Hartford Life Insurance Company
Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

Name of Contract Owner/Participant
- -------------------------------------------------------------------------

Address
- --------------------------------------------------------------------------------

City or Plan/School District
- --------------------------------------------------------------------------------

Date:
- --------------------------------------------------------------------------------

Contract No:
- --------------------------------------------------------------------------------

Signature:
- --------------------------------------------------------------------------------
<PAGE>
To obtain a Statement of Additional Information, please complete the form below
and mail to:

Hartford Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

Please send a Statement of Additional Information to me at the following
address:

- ----------------------------------------------------
Name

- ------------------------------------------------------------
Address

- ------------------------------------------------------------
City/State Zip
Code
<PAGE>

PART B

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
SEPARATE ACCOUNT SEVEN
HARTFORD LEADERS EDGE

This Statement of Additional Information is not a prospectus. The information
contained herein should be read in conjunction with the prospectus.

To obtain a prospectus, send a written request to Hartford Life and Annuity
Insurance Company Attn: Individual Annuity Services, P.O. Box 5085, Hartford,
CT 06102-5085.

Date of Prospectus:

Date of Statement of Additional Information:

<PAGE>
-2-

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE
- ------- ----
<S> <C>
DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY . . . . . . . . 3

SAFEKEEPING OF ASSETS. . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . . 3

DISTRIBUTION OF CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . 3

CALCULATION OF YIELD AND RETURN. . . . . . . . . . . . . . . . . . . . . . 5

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . . . . 8

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .
</TABLE>

<PAGE>
-3-

DESCRIPTION OF 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, both individual and group,
in all states of the United States and the District of Columbia. We were
originally incorporated under the laws of Massachusetts on June 5, 1902, 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>
- ------------------------------------------- ---------------------- -------------- ------------------------------------
Rating Agency Effective Rating Basis of Rating
Date of Rating
- ------------------------------------------- ---------------------- -------------- ------------------------------------
<S> <C> <C> <C>
A.M. Best and Company, Inc. 1/1/99 A+ Financial performance
- ------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's 6/1/98 AA Insurer financial strength
- ------------------------------------------- ---------------------- -------------- ------------------------------------
Duff & Phelps 12/21/98 AA+ Claims paying ability
- ------------------------------------------- ---------------------- -------------- ------------------------------------
</TABLE>

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.

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 report with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said report.
Reference is made to the report on the statutory financial statements of
Hartford Life and Annuity 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.

DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account.
HSD is an affiliate of Hartford. Both HSD and Hartford are ultimately
controlled by The Hartford Financial Services Group, Inc. The principal
business address of HSD is the same as that of Hartford.

<PAGE>
-4-

The securities will be sold by salespersons of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for
variable insurance compensation. Compensation is generally based on premium
payments made by policyholders or contract owners. This compensation is
usually paid from the sales charges described in the prospectus.

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract
with an additional 5.0% of the premium payment. This additional percentage of
premium payment in no way affects present or future charges, rights, benefits
or current values of other Contract Owners. The following class of
individuals are eligible for this feature: (1) current or retired officers,
directors, trustees and employees (and their families) of the ultimate parent
and affiliates of Hartford; and (2) employees and registered representatives
(and their families) of registered broker-dealers (or financial institutions
affiliated therewith) that have a sales agreement with Hartford and its
principal underwriter to sell the Contracts.

For the last three years, Hartford has paid no underwriting commissions to
HSD related to the sales of this contract.

<PAGE>
-5-

CALCULATION OF YIELD AND RETURN

YIELD OF THE HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT. As summarized in the
prospectus under the heading "Performance Related Information," the yield of
the Money Market Fund Sub-Account for a seven day period (the "base period")
will be computed by determining the "net change in value" (calculated as set
forth below) of a hypothetical account having a balance of one accumulation
unit of the Sub-Account at the beginning of the period, subtracting a
hypothetical charge reflecting deductions from Contract Owner accounts, and
dividing the difference by the value of the account at the beginning of the
base period to obtain the base period return, and then multiplying the base
period return by 365/7 with the resulting yield figure carried to the nearest
hundredth of one percent. Net changes in value of a hypothetical account will
include net investment income of the account (accrued daily dividends as
declared by the underlying funds, less daily expense charges of the account)
for the period, but will not include realized gains or losses or unrealized
appreciation or depreciation on the underlying fund shares.

The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from
the result, according to the following formula:

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

THE HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD
WILL VARY IN RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES
OF THE SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING
CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL
MAINTENANCE FEE.

The yield and effective yield for the seven day period ending March 31,
1999 for the Hartford Money Market HLS Fund Sub-Account was as follows ($30
Annual Maintenance Fee):

- --------------------------------- --------------------- -----------------------
SUB-ACCOUNTS YIELD EFFECTIVE YIELD
- --------------------------------- --------------------- -----------------------
Hartford Money Market HLS Fund* 3.41% 3.47%
- --------------------------------- --------------------- -----------------------

* Yield and effective yield for the seven day period ending March 31, 1999.

<PAGE>
-6-

YIELDS. As summarized in the prospectus under the heading "Performance
Related Information," yields of the applicable Sub-Accounts will be computed
by annualizing a recent month's net investment income, divided by a Fund
share's net asset value on the last trading day of that month. Net changes in
the value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The Sub-Accounts' yields will vary from time to time
depending upon market conditions and, the composition of the underlying
funds' portfolios. Yield should also be considered relative to changes in the
value of the Sub-Accounts' shares and to the relative risks associated with
the investment objectives and policies of the underlying Fund.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30 day period were computed by dividing the dividends
and interest earned during the period by the maximum offering price per unit
on the last day of the period, according to the following formula:

Example:
6
Current Yield Formula for the Sub-Account 2[((A-B)/(CD) + 1) - 1]

Where A = Dividends and interest earned during the period.
B = Expenses accrued for the period (net of reimbursements).
C = The average daily number of units outstanding during the period
that were entitled to receive dividends.
D = The maximum offering price per unit on the last day of the period.

- ------------------------------------- --------------------------------------
SUB-ACCOUNTS YIELD
- ------------------------------------- --------------------------------------
American Funds Bond** N/A
- ------------------------------------- --------------------------------------
MFS High Income** N/A
- ------------------------------------- --------------------------------------

** Yield quotation based on a 30 day period ended March 31, 1999.

<PAGE>
-7-

At any time in the future, yields and total return may be higher or lower
than past yields and there can be no assurance that any historical results
will continue.

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1988. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.

CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered.
The formula for total return used herein includes three steps: (1)
calculating the value of the hypothetical initial investment of $1,000 as of
the end of the period by multiplying the total number of units owned at the
end of the period by the unit value per unit on the last trading day of the
period; (2) assuming redemption at the end of the period and deducting any
applicable contingent deferred sales charge and (3) dividing this account
value for the hypothetical investor by the initial $1,000 investment and
annualizing the result for periods of less than one year. Total return will
be calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.

As shown below, standardized average annual total return quotations for the
Sub-Accounts for the period ended March 31, 1999 are not available because
the Separate Account had not commenced operations as of March 31, 1999.

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD
ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
SUB-ACCOUNT INCEPTION DATE 1 YEAR 5 YEAR 10 YEAR SINCE INCEPTION
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
American Funds 8/1/89 NA NA NA NA
Asset Allocation
- ------------------------------------------------------------------------------------------
American Funds Bond 1/2/96 NA NA NA NA
- ------------------------------------------------------------------------------------------
American Funds Global 4/30/97 NA NA NA NA
Growth
- ------------------------------------------------------------------------------------------
American Funds Global 4/30/98 NA NA NA NA
Small Capitalization
- ------------------------------------------------------------------------------------------
American Funds Growth 12/8/86 NA NA NA NA
- ------------------------------------------------------------------------------------------
American Funds 12/8/86 NA NA NA NA
Growth-Income
- ------------------------------------------------------------------------------------------
American Funds 5/1/90 NA NA NA NA
International
- ------------------------------------------------------------------------------------------
American Funds 6/17/99 NA NA NA NA
New World
- ------------------------------------------------------------------------------------------
Franklin Real Estate 1/24/89 NA NA NA NA
Securities
- ------------------------------------------------------------------------------------------
Franklin Small Cap 11/1/95 NA NA NA NA
- ------------------------------------------------------------------------------------------
Franklin Strategic 7/1/99 NA NA NA NA
Income Investments
- ------------------------------------------------------------------------------------------
Hartford Money Market 12/8/86 NA NA NA NA
- ------------------------------------------------------------------------------------------
MFS Capital 8/14/96 NA NA NA NA
Opportunities
- ------------------------------------------------------------------------------------------
MFS Emerging Growth 7/24/95 NA NA NA NA
- ------------------------------------------------------------------------------------------
MFS Global Equity 5/1/99 NA NA NA NA
- ------------------------------------------------------------------------------------------
MFS Growth 5/1/99 NA NA NA NA
- ------------------------------------------------------------------------------------------
MFS Growth with 10/9/95 NA NA NA NA
Income
- ------------------------------------------------------------------------------------------
MFS High Income 7/24/95 NA NA NA NA
- ------------------------------------------------------------------------------------------
MFS New Discovery 5/1/98 NA NA NA NA
- ------------------------------------------------------------------------------------------
MFS Total Return 1/3/95 NA NA NA NA
- ------------------------------------------------------------------------------------------
Mutual Shares 11/1/96 NA NA NA NA
Securities
- ------------------------------------------------------------------------------------------
Templeton Asset 8/24/88 NA NA NA NA
Allocation
- ------------------------------------------------------------------------------------------
Templeton Developing 3/15/94 NA NA NA NA
Markets Equity
- ------------------------------------------------------------------------------------------
Templeton Global 3/15/94 NA NA NA NA
Growth
- ------------------------------------------------------------------------------------------
Templeton 5/1/92 NA NA NA NA
International
- ------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
-8-

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total
return is measured in the same manner as the standardized total return
described above, except that the contingent deferred sales charge and the
Annual Maintenance Fee are not deducted and the time periods used to
calculate return as based on the inception date of the underlying Funds.
Therefore, non-standardized total return for a Sub-Account is higher than
standardized total return for a Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts for the Period ended March 31, 1999.

No information is shown for the American Funds New World, Franklin Strategic
Income Investments, MFS Global Equity, and MFS Growth Sub-Accounts because
the Sub-Accounts are new.

NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION OF
THE SEPARATE ACCOUNT FOR THE PERIOD
ENDED MARCH 31, 1999

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT S/A INCEPTION 1 YEAR 5 YEAR 10 YEAR SINCE
DATE INCEPTION
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
American Funds Asset 8/1/89 4.17% 14.92% NA 10.41%
Allocation
- --------------------------------------------------------------------------------------------------------------
American Funds Bond 1/2/96 .41% NA NA 4.50%
- --------------------------------------------------------------------------------------------------------------
American Funds Global 4/30/97 19.82% NA NA 22.44%
Growth
- --------------------------------------------------------------------------------------------------------------
American Funds Global 4/30/98 NA NA NA 11.45%
Small Capitalization
- --------------------------------------------------------------------------------------------------------------
American Funds Growth 2/8/84 27.04% 22.39% 17.11% 16.07%
- --------------------------------------------------------------------------------------------------------------
American Funds 2/8/84 5.34% 18.49% 13.61% 14.10%
Growth-Income
- --------------------------------------------------------------------------------------------------------------
American Funds 5/1/90 10.04% 12.13% NA 10.08%
International
- --------------------------------------------------------------------------------------------------------------
American Funds New World 6/17/99 NA NA NA NA
- --------------------------------------------------------------------------------------------------------------
Franklin Real Estate 1/24/89 (22.24%) 6.98% 8.02% 7.99%
Securities
- --------------------------------------------------------------------------------------------------------------
Franklin Small Cap 11/1/95 (12.20%) NA NA 11.95%
- --------------------------------------------------------------------------------------------------------------
Franklin Strategic 7/1/99 NA NA NA NA
Income Investments
- --------------------------------------------------------------------------------------------------------------
Hartford Money Market 6/30/80 3.64% 3.72% 3.95% 5.98%
- --------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities 8/14/96 11.56% NA NA 23.86%
- --------------------------------------------------------------------------------------------------------------
MFS Emerging Growth 7/24/95 13.62% NA NA 24.01%
- --------------------------------------------------------------------------------------------------------------
MFS Global Equity 5/1/99 NA NA NA NA
- --------------------------------------------------------------------------------------------------------------
MFS Growth 5/1/99 NA NA NA NA
- --------------------------------------------------------------------------------------------------------------
MFS Growth with Income 10/9/95 7.45% NA NA 22.49%
- --------------------------------------------------------------------------------------------------------------
MFS High Income 7/24/95 -.65% NA NA 8.05%
- --------------------------------------------------------------------------------------------------------------
MFS New Discovery 5/1/98 NA NA NA -.41%
- --------------------------------------------------------------------------------------------------------------
MFS Total Return 1/3/95 3.56% NA NA 15.87%
- --------------------------------------------------------------------------------------------------------------
Mutual Shares Securities 11/1/96 (5.99%) NA NA 8.48%
- --------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation 8/24/88 (3.94%) 11.36% 10.54% 10.37%
- --------------------------------------------------------------------------------------------------------------
Templeton Developing 3/15/94 (20.25%) (2.79%) NA (2.77%)
Markets Equity
- --------------------------------------------------------------------------------------------------------------
Templeton Global Growth 3/15/94 (4.56%) NA NA 10.22%
- --------------------------------------------------------------------------------------------------------------
Templeton International 5/1/92 (6.25%) 11.18% NA 12.10%
- --------------------------------------------------------------------------------------------------------------
</TABLE>

PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN. Each Sub-Account may from time to time include its
total return in advertisements or in information furnished to present or
prospective shareholders. Each Sub-Account may from time to time include its
yield and total return in advertisements or information furnished to present
or prospective shareholders. Each Sub-Account may from time to time include
in advertisements its total return (and yield in the case of certain
Sub-Accounts) the ranking of those performance figures relative to such
figures for groups of other annuities analyzed by Lipper Analytical Services
and Morningstar, Inc. as having the same investment objectives.

<PAGE>
-9-

The total return and yield may also be used to compare the performance of the
Sub-Accounts against certain widely acknowledged outside standards or indices
for stock and bond market performance. The Standard & Poor's Composite Index
of 500 Stocks (the "S&P 500") is a market value-weighted and unmanaged index
showing the changes in the aggregate market value of 500 stocks relative to
the base period 1941-43. The S&P 500 is composed almost entirely of common
stocks of companies listed on the New York Stock Exchange, although the
common stocks of a few companies listed on the American Stock Exchange or
traded over-the-counter are included. The 500 companies represented include
400 industrial, 60 transportation and 40 financial services concerns. The S&P
500 represents about 80% of the market value of all issues traded on the New
York Stock Exchange.

The NASDAQ-OTC Composite Price Index (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate
market value of approximately 3,500 stocks relative to the base measure of
100.00 on February 5, 1971. The NASDAQ Index is composed entirely of common
stocks of companies traded over-the-counter and often through the National
Association of Securities Dealers Automated Quotations ("NASDAQ") system.
Only those over-the-counter stocks having only one market maker or traded on
exchanges are excluded.

The Morgan Stanley Capital International EAFE Index (the "EAFE Index") is an
unmanaged index, which includes over 1,000 companies representing the stock
markets of Europe, Australia, New Zealand, and the Far East. The EAFE Index
is weighted by market capitalization, and therefore, it has a heavy
representation in countries with large stock markets, such as Japan.

The Shearson Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury;
all publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government. Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.

The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of
approximately 5,300 bonds with a face value currently in excess of $1.3
trillion. To be included in the SL Government/Corporate Index, an issue must
have amounts outstanding in excess of $1 million, have at least one year to
maturity and be rated "Baa" or higher ("investment grade") by a nationally
recognized rating agency.

<PAGE>

PART C

<PAGE>

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

(a) All financial statements are included in Part A and Part B of the
Registration Statement.

(b) (1) Resolution of the Board of Directors of Hartford Life and Annuity
Insurance Company ("Hartford") authorizing the establishment of
the Separate Account.(4)

(2) Not applicable.

(3) (a) Form of Principal Underwriter Agreement.(4)

(3) (b) Form of Dealer Agreement.(1)

(4) Form of Individual Flexible Premium Variable Annuity Contract.(2)

(5) Form of Application.(2)

(6) (a) Certificate of Incorporation of Hartford.(3)

(6) (b) Bylaws of Hartford.(1)

(7) Not applicable.

(8) Not applicable.

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

(10) Consent of Arthur Andersen LLP, Independent Public Accountants
will be provided by amendment.

(11) Financial statements will be provided by amendment.

(12) Not applicable.

(13) Not applicable.

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

(1) Incorporated by reference to Post-Effective Amendment No. 3 to the
Registration Statement File No. 33-73568 dated May 1, 1996.

(2) Incorporated by reference to Post-Effective Amendment No. 2 to the
Registration Statement File No. 33-73568 dated May 1, 1995.

(3) Incorporated by reference to the initial filing of the Registration
Statement File No. 333-45303 dated January 30, 1998

(4) Incorporated by reference to the Pre-Effective Amendment No. 1 to the
Registration Statement File No. 333-76423, filed on June 21, 1999.

<PAGE>

(14) Not applicable.

(15) Copy of Power of Attorney.(4)

(16) Organizational Chart.(4)

Item 25. Directors and Officers of the Depositor

- --------------------------------------------------------------------------------
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.

Item 26. Persons Controlled By or Under Common Control with the Depositor or
Registrant

Filed herewith as Exhibit 16.

<PAGE>

Item 27. Number of Contract Owners

As of June 18, 1999, there were no Contract Owners.

Item 28. 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.

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
become subject by reason of being or having been 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 III, Section 1 of the
Registrant's bylaws, the Registrant must indemnify both
directors and officers of the Registrant for (1) any claims
and liabilities to which they become subject by reason of
being or having been directors or officers of the company and
legal and (2) other expenses incurred in defending against
such claims, in each case, to the extent such is consistent
with statutory provisions.

Additionally, the directors and officers of Hartford and
Hartford Securities Distribution Company, Inc. ("HSD") 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.

<PAGE>

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the
foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in 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 29. Principal Underwriters

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

Hartford Life Insurance Company - Separate Account One
Hartford Life Insurance Company - Separate Account Two
Hartford Life Insurance Company - Separate Account Two (DC
Variable Account I)
Hartford Life Insurance Company - Separate Account Two (DC
Variable Account II)
Hartford Life Insurance Company - Separate Account Two (QP
Variable Account)
Hartford Life Insurance Company - Separate Account Two (Variable
Account "A")
Hartford Life Insurance Company - Separate Account Two (NQ
Variable Account)
Hartford Life Insurance Company - Putnam Capital Manager Trust
Separate Account
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
Hartford Life Insurance Company -Separate Account Seven
Hartford Life and Annuity Insurance Company - Separate Account One
Hartford Life and Annuity Insurance Company - Putnam Capital
Manager Trust Separate Account Two
Hartford Life and Annuity Insurance Company - Separate Account
Three
Hartford Life and Annuity Insurance Company - Separate Account
Five
Hartford Life and Annuity Insurance Company - Separate Account Six

<PAGE>

Hartford Life and Annuity Insurance Company - Separate Account
Seven
Alpine Life Insurance Company - Separate Account One
Alpine Life Insurance Company - Separate Account Two
American Maturity Life Insurance Company - Separate Account AMLVA
Royal Life Insurance Company - Separate Account One
Royal Life Insurance Company - Separate Account Two

(b) Directors and Officers of HSD

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
David T. Foy Treasurer
George R. Jay Controller

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

Item 30. 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 31. Management Services

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

Item 32. Undertakings

(a) The Registrant hereby undertakes to file a
post-effective amendment to this Registration
Statement as frequently as is necessary to ensure
that the audited financial statements in the
Registration Statement are never more than 16 months
old so long as payments under the variable annuity
Contracts may be accepted.
(b) The Registrant hereby undertakes to include either
(1) as part of any application to purchase a Contract
offered by the Prospectus, a space that an applicant
can check to request a Statement of Additional
Information, or (2) a post card or similar written
communication affixed to or included in the
Prospectus that the applicant can remove to send for
a Statement of Additional Information.

<PAGE>

(c) The Registrant hereby undertakes to deliver any
Statement of Additional Information and any financial
statements required to be made available under this
Form promptly upon written or oral request.

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

The Registrant is relying on the no-action letter issued by the Division of
Investment Management to American Counsel of Life Insurance, Ref. No. IP-6-88,
November 28, 1988. The Registrant has complied with conditions one through
four of the no-action letter.

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut on this 26th day of
July, 1999.

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY -
SEPARATE ACCOUNT SEVEN
(Registrant)

By: Thomas M. Marra *By: /s/ Marianne O'Doherty
--------------------------- ---------------------------
Thomas M. Marra, Executive Marianne O'Doherty
Vice President* Attorney-in-Fact

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)

By: Thomas M. Marra
----------------------------
Thomas M. Marra, Executive
Vice President*

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons and in the
capacity and on the date indicated.

Gregory A. Boyko, Senior Vice President,
Director *
Lynda Godkin, Senior Vice President, General *By: /s/ Marianne O'Doherty
Counsel and Corporate Secretary, Director* ----------------------
Thomas M. Marra, Executive Vice Marianne O'Doherty
President, Director * Attorney-in-Fact
Lowndes A. Smith, President and
Chief Executive Officer, Director* Dated: July 26, 1999
David M. Znamierowski, Senior Vice President,
Director*

<PAGE>

EXHIBIT INDEX

(9) Opinion and Consent of Lynda Godkin, Senior Vice President, General
Counsel, and Corporate Secretary

<PAGE>

[LOGO]
HARTFORD LIFE

July 26, 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: Hartford Life and Annuity Insurance Company
Separate Account Seven
File No. 333-76425

Dear Sir/Madam:

I have acted as General Counsel to Hartford Life and Annuity Insurance Company
(the "Company"), a Connecticut insurance company, and Separate Account Seven
(the "Account") in Connecticut with the registration of an indefinite amount of
securities in the form of variable annuity contracts (the "Contracts") with the
Securities and Exchange Commission under the Securities Act of 1933, as amended.
I have examined such documents (including the Form N-4 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 Contacts.

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

3. To the extent so provided under the Contracts, 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 Contracts, when issued as contemplated by the Form N-4 Registration
Statement, will constitute legal, validly issued and binding obligations
of the Company.

<PAGE>

Board of Directors
Hartford Life Insurance Company
July 26, 1999
Page 2

I hereby consent to the filing of this opinion as an exhibit to the Form N-4
registration statement for the Contracts and the Account.

Sincerely yours,

/s/ Lynda Godkin

Lynda Godkin