HARTFORD LIFE & ANNUITY INSURANCE CO SEPARATE ACCOUNT SEVEN
N-4/A, 2000-02-22
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<PAGE>

    As filed with the Securities and Exchange Commission on Feb. 22, 2000

                                                           File No. 333-91921
                                                                     811-9295

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933         [X]

         Pre-Effective Amendment No.  2                         [X]
                                    -----
         Post-Effective Amendment No.                           [ ]
                                     -----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

                  Amendment No.  14                             [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 and Annuity Insurance Company
                                 P. O. Box 2999
                             Hartford, CT 06104-2999
                     (Name and Address of Agent for Service)

It is proposed that this filing will become effective:

                  immediately upon filing pursuant to paragraph (b) of Rule 485
         -----
                  on March 1, 2000 pursuant to paragraph (b) of Rule 485
         -----
                  60 days after filing pursuant to paragraph (a)(1) of Rule 485
         -----
                  on ___________, 2000 pursuant to paragraph (a)(1) of Rule 485
         -----
                  this post-effective amendment designates a new effective date
         -----    for a previously filed post-effective amendment.


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

<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                                 Definitions

 3.    Synopsis or Highlights                      Highlights

 4.    Condensed Financial                         Yield Information
       Information

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

 6.    Deductions                                  Contract Charges

 7.    General Description of                      The Contract
       Annuity Contracts

 8.    Annuity Period                              Annuity Payouts

 9.    Death Benefit                               Death Benefits

 10.   Purchases and Contract Value                The Contract, 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>


<TABLE>
<S>                                                           <C>
HARTFORD LEADERS PLUS
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]
</TABLE>


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


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



We call this annuity Hartford Leaders Plus because each time you make a Premium
Payment, Hartford will credit your Contract Value with a Payment Enhancement.
The expenses for this Annuity may be higher than the expenses for an annuity
without the Payment Enhancements. The Payment Enhancements may, over time, be
more than offset by the higher expenses.



The Hartford Leaders Plus variable annuity is a contract between you and
Hartford Life and Annuity 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 Premium Payment 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 the
  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 SUB-ACCOUNT which purchases Class IB shares of the
  Hartford Money Market HLS Fund
<PAGE>
- - 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-

- - 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 Product 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")

You may also allocate some or all of your 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.
- --------------------------------------------------------------------------------
THE DATE OF THIS PROSPECTUS IS MARCH 1, 2000
THE DATE OF THE STATEMENT OF ADDITIONAL INFORMATION IS MARCH 1, 2000.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    3
- --------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
<S>                                                           <C>
- ----------------------------------------------------------------------
DEFINITIONS                                                       4
- ----------------------------------------------------------------------
FEE TABLE                                                         6
- ----------------------------------------------------------------------
HIGHLIGHTS                                                       11
- ----------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                     12
- ----------------------------------------------------------------------
  Hartford Life and Annuity Insurance Company                    12
- ----------------------------------------------------------------------
  The Separate Account                                           12
- ----------------------------------------------------------------------
  The Funds                                                      13
- ----------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURES                                  15
- ----------------------------------------------------------------------
THE CONTRACT                                                     16
- ----------------------------------------------------------------------
  Purchases and Contract Value                                   16
- ----------------------------------------------------------------------
  Charges and Fees                                               18
- ----------------------------------------------------------------------
  Death Benefit                                                  20
- ----------------------------------------------------------------------
  Surrenders                                                     23
- ----------------------------------------------------------------------
ANNUITY PAYOUTS                                                  24
- ----------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                         26
- ----------------------------------------------------------------------
OTHER INFORMATION                                                27
- ----------------------------------------------------------------------
  Legal Matters and Experts                                      27
- ----------------------------------------------------------------------
  More Information                                               28
- ----------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                       28
- ----------------------------------------------------------------------
  A. General                                                     28
- ----------------------------------------------------------------------
  B. Taxation of Hartford and The Separate Account               28
- ----------------------------------------------------------------------
  C. Taxation of Annuities -- General Provisions Affecting
     Purchases Other Than Qualified Retirement Plans             28
- ----------------------------------------------------------------------
  D. Federal Income Tax Withholding                              31
- ----------------------------------------------------------------------
  E. General Provisions Affecting Qualified Retirement Plans     31
- ----------------------------------------------------------------------
  F. Annuity Purchases By Nonresident Aliens and Foreign
     Corporations                                                31
- ----------------------------------------------------------------------
  G. Generation-Skipping Transfers                               31
- ----------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION         32
- ----------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
  PLANS                                                          33
- ----------------------------------------------------------------------
</TABLE>

<PAGE>
4                                    HARTFORD LIFE AND ANNUITY 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 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 the
Annuity Calculation Date.

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

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 Premium Payments made and any
Payment Enhancements credited 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.

ANNUAL WITHDRAWAL AMOUNT: This is the amount you can Surrender per Contract Year
without paying a Contingent Deferred Sales Charge. This amount is
non-cumulative, meaning that it cannot be carried over from one year to the
next.

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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount 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.

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

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 and Annuity Insurance Company. Only Hartford
is a capitalized term in the prospectus.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                    5
- --------------------------------------------------------------------------------

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after the Annuity Calculation Date. 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 the next, and is also used to calculate
your Annuity Payout amount.

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.

PAYMENT ENHANCEMENT: An amount that Hartford credits your Contract Value at the
time a premium payment is made. The amount of a Payment Enhancement is based on
the cumulative premium payments you make to your Annuity.

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 AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                                   FEE TABLE
                      CONTRACT OWNER TRANSACTION EXPENSES


<TABLE>
<S>                                                           <C>
SALES CHARGE IMPOSED ON PURCHASES (as a percentage of
  Premium Payments)                                           None
- -------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGE (as a percentage of amounts
  Surrendered) (1)
    First Year (2)                                               8%
- -------------------------------------------------------------------
    Second Year                                                  8%
- -------------------------------------------------------------------
    Third Year                                                   8%
- -------------------------------------------------------------------
    Fourth Year                                                  8%
- -------------------------------------------------------------------
    Fifth Year                                                   7%
- -------------------------------------------------------------------
    Sixth Year                                                   6%
- -------------------------------------------------------------------
    Seventh Year                                                 5%
- -------------------------------------------------------------------
    Eighth Year                                                  0%
- -------------------------------------------------------------------

ANNUAL MAINTENANCE FEE (3)                                     $30
- -------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average
  daily Sub-Account Value)
    Mortality and Expense Risk Charge                         1.50%
- -------------------------------------------------------------------
    Administrative Charge                                     0.15%
- -------------------------------------------------------------------
Total Separate Account Charges                                1.65%
- -------------------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                             0.15%
- -------------------------------------------------------------------
TOTAL SEPARATE ACCOUNT CHARGES WITH THE OPTIONAL DEATH
BENEFIT CHARGE (as a percentage of average daily Sub-Account
  Value)                                                      1.80%
- -------------------------------------------------------------------
</TABLE>



(1) Each Premium Payment has its own Contingent Deferred Sales Charge Schedule.



(2) Length of time from Premium Payment.



(3) 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
Table 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 AND ANNUITY INSURANCE COMPANY                                    7
- --------------------------------------------------------------------------------


            Annual Fund Operating Expenses As of the Fund's Year End
                    (As a percentage of average net assets)



<TABLE>
<CAPTION>
                                                                                                             TOTAL FUND
                                                                                              OTHER          OPERATING
                                                           MANAGEMENT FEES                   EXPENSES         EXPENSES
                     UNDERLYING FUND                       (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%           0.18%          0.02%           0.63%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital Opportunities
  Series-SM- (5)(6)                                             0.75%            N/A           0.27%           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           0.27%           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:


<TABLE>
<CAPTION>
                                                                                                   TOTAL FUND
                                                                                         OTHER     OPERATING
                    UNDERLYING FUND                      MANAGEMENT FEES   12B-1 FEES   EXPENSES    EXPENSES
<S>                                                      <C>               <C>          <C>        <C>
- -------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Investments Fund                    0.43%            N/A       0.52%        0.95%
- -------------------------------------------------------------------------------------------------------------
</TABLE>


   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 AND ANNUITY 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:


<TABLE>
<CAPTION>
                                                                                                   TOTAL FUND
                                                                                         OTHER     OPERATING
                    UNDERLYING FUND                      MANAGEMENT FEES   12B-1 FEES   EXPENSES    EXPENSES
<S>                                                      <C>               <C>          <C>        <C>
- -------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital Opportunities
  Series-SM-                                                  0.75%            N/A       0.36%        1.11%
- -------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Global Equity Series-SM-            1.00%            N/A       3.28%        4.28%
- -------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth Series-SM-                   0.75%            N/A       3.28%        4.03%
- -------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- New Discovery Series-SM-            0.90%            N/A       4.32%        5.22%
- -------------------------------------------------------------------------------------------------------------
</TABLE>


(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 AND ANNUITY INSURANCE COMPANY                                    9
- --------------------------------------------------------------------------------

EXAMPLE


THE FOLLOWING EXAMPLE ILLUSTRATES SITUATIONS WHERE THE OPTIONAL DEATH BENEFIT IS
SELECTED AND TAKES INTO ACCOUNT THE PAYMENT ENHANCEMENT CREDITED ON A $1,000
INVESTMENT.



<TABLE>
<CAPTION>
                                                         If you annuitize your Contract at the
                                                         end of the applicable time
                                                         period you would pay the
                                                         following expenses on a
                 If you surrender your Contract at the   $1,000 investment, assuming             If you do not surrender your
                 end of the applicable time period you   a 5% annual return on assets.           Contract, you would pay the
                 would pay the following expenses on     This assumes recapture of the           following expenses on a $1,000
                 a $1,000 investment, assuming a 5%      Payment Enhance-                        investment, assuming a 5% annual
                 annual return on assets:                ments:                                  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      $101     $157      $207       $301      $56      $ 82      $141       $300      $27     $ 83     $142     $301
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Bond            $102     $160      $212       $310      $57      $ 85      $146       $310      $28     $ 86     $146     $310
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Global Growth   $105     $167      $222       $332      $60      $ 92      $157       $331      $30     $ 92     $157     $332
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Global Small
  Capitalization   $105     $169      $227       $340      $60      $ 94      $161       $339      $31     $ 95     $161     $340
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Growth          $101     $156      $205       $297      $56      $ 81      $139       $296      $27     $ 82     $140     $297
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Growth-Income   $100     $155      $202       $292      $55      $ 80      $136       $291      $26     $ 80     $137     $292
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   International   $104     $164      $218       $323      $59      $ 89      $152       $322      $29     $ 90     $153     $323
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   New World       $106     $173      $232       $350      $61      $ 97      $166       $349      $32     $ 98     $167     $350
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin Real
   Estate
   Securities      $102     $160      $212       $310      $57      $ 85      $146       $310      $28     $ 86     $146     $310
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin Small
   Cap             $105     $167      $223       $334      $60      $ 92      $158       $333      $30     $ 93     $158     $334
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin
   Stategic
   Income
   Investments     $102     $159      $209       $306      $57      $ 84      $144       $305      $28     $ 85     $144     $306
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Money
   Market          $ 99     $150      $194       $275      $54      $ 74      $128       $274      $24     $ 75     $129     $275
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Capital
   Opportunities   $105     $167      $223       $334      $60      $ 92      $158       $333      $30     $ 93     $158     $334
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Emerging
   Growth          $103     $162      $215       $316      $58      $ 87      $149       $316      $29     $ 88     $150     $316
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Global
   Equity          $107     $175      $235       $356      $62      $100      $170       $356      $33     $100     $170     $356
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Growth        $105     $167      $222       $332      $60      $ 92      $157       $331      $30     $ 92     $157     $332
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Growth with
   Income          $103     $163      $216       $320      $58      $ 88      $150       $319      $29     $ 89     $151     $320
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS High Income   $105     $168      $224       $335      $60      $ 93      $158       $334      $31     $ 93     $159     $335
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS New
   Discovery       $106     $172      $231       $349      $61      $ 97      $165       $348      $32     $ 98     $166     $349
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Total
   Return          $104     $164      $218       $323      $59      $ 89      $152       $322      $29     $ 90     $153     $323
 -----------------------------------------------------------------------------------------------------------------------------------
 Mutual Shares
   Securities      $105     $167      $223       $334      $60      $ 92      $158       $333      $30     $ 93     $158     $334
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton Asset
   Allocation      $105     $168      $224       $335      $60      $ 93      $158       $334      $31     $ 93     $159     $335
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   Developing
   Markets         $109     $180      $243       $372      $64      $105      $178       $371      $35     $105     $178     $372
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   Global Growth   $106     $171      $229       $345      $61      $ 96      $163       $344      $32     $ 97     $164     $345
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   International   $106     $170      $228       $343      $61      $ 95      $162       $342      $31     $ 96     $163     $343
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

EXAMPLE


THE FOLLOWING EXAMPLE ILLUSTRATES SITUATIONS WHERE THE OPTIONAL DEATH BENEFIT IS
NOT SELECTED AND TAKES INTO ACCOUNT THE PAYMENT ENHANCEMENT CREDITED ON A $1,000
INVESTMENT.



<TABLE>
<CAPTION>
                                                         If you annuitize your Contract at the
                                                         end of the applicable time
                                                         period you would pay the
                                                         following expenses on a
                 If you surrender your Contract at the   $1,000 investment, assuming             If you do not surrender your
                 end of the applicable time period you   a 5% annual return on assets.           Contract, you would pay the
                 would pay the following expenses on     This assumes recapture of the           following expenses on a $1,000
                 a $1,000 investment, assuming a 5%      Payment Enhance-                        investment, assuming a 5% annual
                 annual return on assets:                ments:                                  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      $100     $153      $199       $285      $55       $78      $133       $285      $25     $ 78     $134     $285
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Bond            $101     $156      $204       $295      $56       $80      $138       $294      $26     $ 81     $139     $295
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Global Growth   $103     $162      $215       $316      $58       $87      $149       $316      $29     $ 88     $150     $316
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Global Small
  Capitalization   $104     $165      $219       $325      $59       $90      $153       $324      $29     $ 90     $154     $325
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Growth          $ 99     $151      $197       $281      $54       $76      $131       $280      $25     $ 77     $132     $281
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Growth-Income   $ 99     $150      $194       $276      $54       $75      $128       $275      $24     $ 75     $129     $276
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   International   $102     $159      $210       $307      $57       $84      $144       $306      $28     $ 85     $145     $307
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   New World       $105     $168      $224       $335      $60       $93      $158       $334      $31     $ 93     $159     $335
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin Real
   Estate
   Securities      $101     $156      $204       $295      $56       $80      $138       $294      $26     $ 81     $139     $295
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin Small
   Cap             $103     $163      $216       $319      $58       $88      $150       $318      $29     $ 88     $151     $319
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin
   Strategic
   Income
   Investments     $100     $154      $202       $291      $55       $79      $136       $290      $26     $ 80     $136     $291
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Money
   Market          $ 97     $145      $186       $259      $52       $70      $120       $258      $23     $ 70     $121     $259
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Capital
   Opportunities   $103     $163      $216       $319      $58       $88      $150       $318      $29     $ 88     $151     $319
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Emerging
   Growth          $101     $157      $207       $301      $56       $82      $141       $300      $27     $ 83     $142     $301
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Global
   Equity          $106     $170      $228       $342      $61       $95      $162       $341      $31     $ 96     $163     $342
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Growth        $103     $162      $215       $316      $58       $87      $149       $316      $29     $ 88     $150     $316
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Growth with
   Income          $102     $158      $208       $304      $57       $83      $143       $303      $27     $ 84     $143     $304
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS High Income   $103     $163      $216       $320      $58       $88      $150       $319      $29     $ 89     $151     $320
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS New
   Discovery       $105     $167      $223       $334      $60       $92      $158       $333      $30     $ 93     $158     $334
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Total
   Return          $102     $159      $210       $307      $57       $84      $144       $306      $28     $ 85     $145     $307
 -----------------------------------------------------------------------------------------------------------------------------------
 Mutual Shares
   Securities      $103     $163      $216       $319      $58       $88      $150       $318      $29     $ 88     $151     $319
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton Asset
   Allocation      $103     $163      $216       $320      $58       $88      $150       $319      $29     $ 89     $151     $320
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   Developing
   Markets         $107     $175      $236       $357      $62       $100     $170       $357      $33     $101     $171     $357
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   Global Growth   $104     $166      $221       $330      $59       $91      $156       $329      $30     $ 92     $156     $330
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   International   $104     $166      $220       $328      $59       $91      $155       $327      $30     $ 91     $155     $328
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
HARTFORD LIFE AND ANNUITY 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 $10,000 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 Contingent Deferred Sales
    Charge. You may bear the investment risk for your Premium Payment prior to
    our receipt of your request for cancellation.

WHAT ARE PAYMENT ENHANCEMENTS?

Each time you make a Premium Payment, Hartford will credit your Contract Value
with a Payment Enhancement. The amount of the Payment Enhancement is based on
your cumulative Premium Payments.


Hartford has developed a variety of variable annuities to help you meet your
goals. We issue variable annuities that do not have Payment Enhancements, but
that do have lower Mortality and Expense Risk Charges and shorter Contingent
Deferred Sales Charge periods than this annuity. When you talk to your financial
adviser, you should make sure that an annuity with a Payment Enhancement is a
suitable investment for you.


WHAT TYPE OF SALES CHARGE WILL I PAY?


You don't pay a sales charge when you purchase your Annuity. We may charge you a
Contingent Deferred Sales Charge when you partially or fully Surrender your
Annuity. The Contingent Deferred Sales Charge will depend on the length of time
the Premium Payment you made has been in your Annuity. Each Premium Payment has
its own Contingent Deferred Sales Charge period. The Contingent Deferred Sales
Charge is a percentage of the amount surrendered and is equal to:



<TABLE>
<CAPTION>
  NUMBER OF YEARS
       FROM          CONTINGENT DEFERRED
  PREMIUM PAYMENT       SALES CHARGE
<S>                  <C>
- ----------------------------------------
 One Year                   8%
- ----------------------------------------
  Two Years                 8%
- ----------------------------------------
  Three Years               8%
- ----------------------------------------
  Four Years                8%
- ----------------------------------------
  Five Years                7%
- ----------------------------------------
  Six Years                 6%
- ----------------------------------------
  Seven Years               5%
- ----------------------------------------
  Eight Years               0%
- ----------------------------------------
</TABLE>


You won't be charged a Contingent Deferred Sales Charge on:

x  The Annual Withdrawal Amount

x  Premium Payments that have been in your Annuity for more than seven years.

x  Payment Enhancements or earnings

x  Distributions made due to death

x  Most payments we make to you as part of your Annuity Payout

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 1.50% of your Contract Value invested in the Funds.

The second type of charge is the fee you pay for the Separate Account. This
charge is:

An administrative charge is .15% per annum of the Contract Value held in the
Separate Account.


The third type of charge is the fee you pay for the Funds. Please see the Annual
Fund Operating Expenses table for more complete information and the Funds'
prospectuses accompanying this prospectus.


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis until we begin to make Annuity Payouts 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Annuity with
Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.


 -  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.

 -  You may have to pay a Contingent Deferred Sales Charge on the money you
    Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The
<PAGE>
12                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
Death Benefit will be calculated as of the date we receive a certified death
certificate or other legal document acceptable to us. 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.

The Death Benefit is the greater of:

- - The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- - The Contract Value of your Annuity minus any Payment Enhancements credited in
  the 12 months prior to the date we calculate the Death Benefit, or,

- - Your Maximum Anniversary Value, which is described below, minus any Payment
  Enhancements credited in the 12 months prior to the date we calculate the
  Death Benefit.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments, Payment Enhancements 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 and Payment
Enhancements 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 at an additional charge, the Death
Benefit will be the greater of:


- - The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders;


- - The Contract Value of your Annuity minus any Payment Enhancements in the
  12 months prior to the date we calculate the Death Benefit;


- - Your Maximum Anniversary Value, minus any Payment Enhancements credited in the
  12 months prior to the date we calculate the Death Benefit;



- - your Interest Accumulation Value.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 75 or older. The Optional Death Benefit Rider is not available
in the state of Washington.

The Optional Death Benefit calculation will be different if you elect to add the
Optional Death Benefit after you purchase your Annuity.


WHAT ANNUITY PAYOUT OPTIONS ARE AVAILABLE?


When it comes time for us to make Annuity Payouts, you may choose one of the
following Annuity Payout Options: Life Annuity, Life Annuity with Cash Refund,
Life Annuity with Payments for a Period Certain, Joint and Last Survivor Life,
Joint and Last Survivor Life with Payments for a Period Certain and Payment For
a Period Certain. We may make other Annuity Payout Options available at any
time.



You must begin to take Annuity 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 the laws and regulations then in effect
and our approval. In Maryland, Massachusetts, Oregon or Alabama, you must begin
to take Annuity Payouts by the Annuitant's 90th birthday or the end of the 12th
Contract Year. If you do not tell us what Annuity Payout Option you want before
that time, we will make payments under Life Annuity with a 10 year Period
Certain Annuity 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 and annuities, both individual
and group, in all states of the United States, the District of Columbia and
Puerto Rico, except New York. On January 1, 1998, Hartford's name changed from
ITT Hartford Life and Annuity Insurance Company to Hartford Life and Annuity
Insurance Company. We were originally incorporated under the laws of Wisconsin
on January 9, 1956, and subsequently redomiciled to Connecticut. Our offices are
located in Simsbury, Connecticut; however, our mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. We are ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.

                               HARTFORD'S RATINGS

<TABLE>
<CAPTION>
                      EFFECTIVE DATE
   RATING AGENCY        OF RATING       RATING          BASIS OF RATING
<S>                   <C>              <C>        <C>
- ------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.             1/1/99         A+      Financial performance
- ------------------------------------------------------------------------------
 Standard & Poor's         5/3/99        AA       Insurer financial strength
 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 December 8, 1986 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the Commission of the management or the investment practices of the Separate
Account or Hartford. The Separate Account meets the definition of "Separate
Account" under federal
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   13
- --------------------------------------------------------------------------------
securities law. This Separate Account holds only assets for variable annuity
contracts. The Separate Account:

- - Holds assets for the benefit of you and other Contract Owners, and the persons
  entitled to the payments 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 which
  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.

The 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 94403-777. 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 AND ANNUITY 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.
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HARTFORD LIFE AND ANNUITY 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.

THE FIXED ACCUMULATION FEATURES
- --------------------------------------------------------------------------------

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, Payment Enhancements 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.

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
<PAGE>
16                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
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monthly transfers for the period selected and a final transfer of the entire
amount remaining in the Program.

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. There is no charge for
Dollar Cost Averaging.


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.

The examples above represent Qualified Contracts, as defined by the Code. In
addition, individuals and trusts can also purchase Contracts that are not part
of a tax qualified retirement plan. These are known as Non-Qualified Contracts.

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 $10,000. 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. In Maryland, Massachusetts,
Oregon and Alabama, Premium Payments may only be made during the first Contract
Year.


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 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 invested 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 Premium Payment based on
your last allocation instructions. We will send you a confirmation when we
invest your 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 you provide the necessary information.
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HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   17
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WHAT ARE PAYMENT ENHANCEMENTS?

Each time you make a Premium Payment to your Contract, Hartford will credit your
Contract Value with a Payment Enhancement. The Payment Enhancement is based on
your cumulative Premium Payments and is equal to:

x  3% of the Premium Payment if your cumulative Premium Payments are less than
   $50,000

x  4% of the Premium Payment if your cumulative Premium Payments are $50,000 or
   more

If you make a subsequent Premium Payment that increases your cumulative Premium
Payments to $50,000 or more, Hartford will credit an additional Payment
Enhancement to your Contract Value equal to 1% of your prior Premium Payments.

The Payment Enhancements will be allocated to the same Accounts and in the same
proportion as your Premium Payment.

DO I ALWAYS GET TO KEEP MY PAYMENT ENHANCEMENTS?

You won't always get to keep the Payment Enhancements credited to your Contract
Value. Hartford will take back or "recapture" some or all of the Payment
Enhancements under certain circumstances:

- - Hartford will take back the Payment Enhancements we credit to your Contract
  Value if you cancel your Contract during the "Right to Examine" period
  described in your Contract.

- - Hartford will deduct any Payment Enhancements credited to your Contract Value
  in the 24 months prior to the Annuity Calculation Date when we determine the
  amount available for Annuity Payouts.

- - Hartford will also exclude any Payment Enhancements credited to your Contract
  Value in the 12 months prior to the date we calculate the Death Benefit when
  determining the Death Benefit payable.

- - Hartford will deduct all Payment Enhancements credited during a period of
  eligible confinement to a hospital, nursing home or other qualified long-term
  care facility under the Waiver of Sales Charge Rider if you request a full or
  partial Surrender.

DO PAYMENT ENHANCEMENTS ALWAYS BENEFIT ME?


Not all of the time. Hartford issues a variety of variable annuities designed to
meet different retirement planning goals. Some of our variable annuities have no
Payment Enhancement, some have lower mortality and expense risk charges and
still others have no Contingent Deferred Sales Charge. You and your financial
adviser should decide if you may be better off in certain circumstances with one
of our other variable annuities. You and your financial adviser should consider
some of the following factors when determining which annuity is appropriate for
you:


- - The length of time that you plan to continue to own your Contract.

- - The frequency, amount and timing of any partial Surrenders.

- - The amount of your Premium Payments.

- - When you plan to annuitize your Contract.


- - Whether you might experience an event that results in the loss of some or all
  of the Payment Enhancements.



We recapture the Payment Enhancements credited in the 24 months prior to the
Annuity Calculation Date, in the 12 months prior to the date we receive notice
of death, and under certain circumstances, if you are confined to a nursing
home. It might not be beneficial to purchase this Annuity if you know that you
will experience an event that will require Hartford to take back these Payment
Enhancements. In addition, although this Annuity's fees and charges are lower
than many annuities that add a "bonus" or Payment Enhancement, the expenses are
higher than some variable annuities without a Payment Enhancement. Over the life
of the Annuity, the Payment Enhancements you receive may be more than offset by
the higher expenses.


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 Contingent Deferred Sales Charges 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. Hartford will not pay you the Payment Enhancements
credited to your Contract Value if you elect to cancel your Contract.

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY CALCULATION 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 Premium Payments and Payment Enhancements are credited to your
Sub-Accounts, they are converted into Accumulation Units by dividing the sum of
your Premium Payments and Payment Enhancements, minus any Premium Taxes, by the
Accumulation Unit Value for that day. The more 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 a
<PAGE>
18                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
Sub-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.

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 and any other applicable charges,
  including administrative charges or the Optional Death Benefit Charge,
  adjusted for the number of days in the period.

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 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. We reserve the right to suspend,
modify, or terminate telephone transfer privileges at any time.


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 6 charges and fees associated with the Contract and The Optional Death
Benefit Charge:

1.  THE CONTINGENT DEFERRED SALES CHARGE

The Contingent Deferred Sales Charge covers some of the expenses relating to the
sale and distribution of the Contract, including commissions paid to registered
representatives and the cost of preparing sales literature and other promotional
activities.


We assess a Contingent Deferred Sales Charge when you request a full or partial
Surrender. The percentage of the Contingent Deferred Sales Charge is based on
how long your Premium Payments have been in the Contract. Each Premium Payment
has its own Contingent Deferred Sales Charge schedule. Premium Payments are
Surrendered in the order in which they

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were received. The longer you leave your Premium Payments in the Contract, the
lower the Contingent Deferred Sales Charge will be when you Surrender. The
Contingent Deferred Sales Charge assessed will not exceed the total amount of
the Premium Payments.


The Contingent Deferred Sales Charge is a percentage of the amount Surrendered
and is equal to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
- -----------------------------------------
         1                   8%
- -----------------------------------------
         2                   8%
- -----------------------------------------
         3                   8%
- -----------------------------------------
         4                   8%
- -----------------------------------------
         5                   7%
- -----------------------------------------
         6                   6%
- -----------------------------------------
         7                   5%
- -----------------------------------------
     8 or more               0%
- -----------------------------------------
</TABLE>

________________________________________________________________________________


For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:



- - Hartford will Surrender the Annual Withdrawal Amount which is equal to 10% of
  your total Premium Payments or $3,000, without charging a Contingent Deferred
  Sales Charge.



- - We will then Surrender the Premium Payments that have been in the Annuity the
  longest.



- - That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 7% on that amount or $700.00.



- - The remaining $2,000 will come from the additional Premium Payment made one
  year ago and we will deduct a Contingent Deferred Sales Charge of 8% of the
  $2,000 or $160.00.



- - Your total Contingent Deferred Sales Charge is $860.00



If you have any questions about these charges, please contact your financial
advisor or Hartford.

________________________________________________________________________________

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- - ANNUAL WITHDRAWAL AMOUNT -- During the first seven Contract Years, you may,
  each Contract Year, take partial Surrenders up to 10% of the total Premium
  Payments. If you do not take 10% one year, you may not take more than 10% the
  next year. These amounts are different for Contracts issued to a Charitable
  Remainder Trust.


- - SURRENDERS MADE FROM PREMIUM PAYMENTS AFTER THE SEVENTH CONTRACT YEAR -- After
  the seventh Contract Year, you may take the total of: (a) all of your
  earnings, (b) all Premium Payments held in your Contract for more than seven
  years, (c) Payment Enhancements credited for more than seven years, and
  (d) 10% of your Premium Payments made during the last seven years.


UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- - Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 consecutive calendar days to a: (a) facility recognized as a general
  hospital by the proper authority of the state in which it is located; or
  (b) facility recognized as a general hospital by the Joint Commission on the
  Accreditation of Hospitals; or (c) facility certified by Medicare as a
  hospital or long-term care facility; or (d) nursing home licensed by the state
  in which it is located and offers the services of a registered nurse 24 hours
  a day. If you, the joint owner or the Annuitant is confined when you purchase
  the Contract, this waiver is not available. For it to apply, you must:
  (a) have owned the Contract continuously since it was issued, (b) provide
  written proof of confinement satisfactory to us, and (c) request the Surrender
  within 91 calendar days of the last day of confinement. This waiver may not be
  available in all states. Please contact your Registered Representative or us
  to determine if it is available for you. ONCE YOU ELECT THIS WAIVER, HARTFORD
  WILL NOT ACCEPT ANY SUBSEQUENT PREMIUM PAYMENTS. IN ADDITION, IF YOU REQUEST A
  FULL OR PARTIAL SURRENDER DURING CONFINEMENT, WE WILL DEDUCT FROM YOUR
  CONTRACT VALUE ANY PAYMENT ENHANCEMENTS CREDITED DURING THE TIME YOU WERE
  CONFINED.

- - For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- - Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- - Upon the commencement of Annuity Payouts. The Contingent Deferred Sales Charge
  is not deducted when we begin to make Annuity Payouts. We will charge a
  Contingent Deferred Sales Charge if the Contract is fully or partially
  Surrendered during the Contingent Deferred Sales Charge period under an
  Annuity Payout Option which allows Surrenders.
<PAGE>
20                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

- - Upon cancellation during the Right to Cancel Period.

2.  MORTALITY AND EXPENSE RISK CHARGE


For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.50% of Sub-Account Value (estimated at 0.95% for
mortality and 0.55% for expenses). 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 Premium Payments are accumulating and those made once Annuity
  Payouts have begun.

  During the period your Premium Payments are accumulating, we are required to
  cover any difference between the Death Benefit paid and the Surrender Value.
  These differences may occur during periods of declining value or in periods
  where the Contingent Deferred Sales Charges would have been applicable. 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 Contingent Deferred
  Sales Charges and 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.  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.

4.  ADMINISTRATIVE CHARGE

For administration, we apply a daily charge at the rate of .15% per annum
against all Contract Values held in the Separate Account during both the
accumulation and annuity phases of the Contract. There is not necessarily a
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributable to that Contract;
expenses may be more or less than the charge.

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
when Annuity Payouts begin. 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 Calculation 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.

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.

OPTIONAL DEATH BENEFIT CHARGE -- If you elect the Optional Death Benefit, we
will subtract an additional charge on a daily basis until we begin to make
Annuity Payouts that is equal to an annual charge of .15% of your Contract Value
invested in the Funds.


PAYMENT ENHANCEMENTS -- No specific charges are assessed to cover the expenses
of the Payment Enhancement. Rather, the combination of charges and fees within
the Annuity, including the Mortality and Expense Risk Charge and the Contingent
Deferred Sales Charge, are set at a level sufficient to cover the cost of
offering the enhancements. As with all of its investment products, Hartford
expects to make a profit on the sale of these Annuities, however, there are no
additional profits inherent with the structure of this Annuity when compared
with any other product we offer.

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   21
- --------------------------------------------------------------------------------

WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, ANY APPLICABLE ADMINISTRATIVE CHARGE, THE OPTIONAL DEATH BENEFIT 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 HOW IS IT CALCULATED?

The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.

The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. 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 death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- - The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- - The Contract Value of your Annuity minus any Payment Enhancements credited in
  the 12 months prior to the date we calculate the Death Benefit; or

- - The Maximum Anniversary Value, which is described below, minus any Payment
  Enhancements credited in the 12 months prior to the date we calculate the
  Death Benefit.


The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments, Payment Enhancements 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 and
Payment Enhancements credited 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.



You may also elect the Optional Death Benefit for an additional fee. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.


If you elect the Optional Death Benefit, the Death Benefit prior to the
deceased's date of death or the deceased's 81st birthday, whichever is earlier,
will be the greater of:

- - The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- - The Contract Value of your Annuity minus any Payment Enhancements credited in
  the 12 months prior to the date we calculate the death benefit; or

- - The Maximum Anniversary Value, minus any Payment Enhancements credited in the
  12 months prior to the date we calculate the Death Benefit.


- - The Interest Accumulation Value described below.


The Interest Accumulation Value prior to the deceased's date of death or 81st
birthday, whichever is earlier is equal to:

- - Your Contract Value of your Annuity minus any Payment Enhancements credited in
  the 12 months prior to the date we calculate the Death Benefit;


- - Plus any Premium Payments made, but not including any Payment Enhancements
  credited;


- - Minus any partial Surrenders;

- - Compounded daily at an annual rate of 5.0%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduce the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments and Payment Enhancements or subtract any partial
Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any Surrenders..

If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis until we begin to make Annuity Payouts that is equal to an
annual charge of .15% of your Contract Value invested in the Funds. The Optional
Death Benefit Rider may not be available if the Contract Owner or Annuitant is
age 75 or older. The Optional Death Benefit Rider is not available in the state
of Washington.


If you elect the Optional Death Benefit after you purchase your Annuity, your
Optional Death Benefit calculation will be:


- - Your Contract Value on the date we add the Optional Death Benefit to your
  Annuity;

- - Minus any Payment Enhancements credited on or before we add the Optional Death
  Benefit;


- - Plus any Premium Payments made after the Optional Death Benefit is added, but
  not including any Payment Enhancements credited;

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

- - Minus any partial surrenders after the Optional Death Benefit is added;

- - Compounded daily at an annual interest rate of 5%.

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 death if the death occurred
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.

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.


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. This spousal continuation is available only once for each
Contract. If the beneficiary elects to continue the Contract, we will adjust the
Contract Value to equal the amount that we would have paid as the Death Benefit.


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>
<S>                           <C>                         <C>                         <C>
IF THE DECEASED IS THE . . .          AND . . .                   AND . . .                 THEN THE . . .
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>

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

IF DEATH OCCURS ON OR AFTER THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<CAPTION>

<S>                           <C>                                       <C>
IF THE DECEASED IS THE . . .                 AND . . .                               THEN THE . . .
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.


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 paid in a lump sum. 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. A Contingent Deferred Sales Charge may be deducted. There are two
restrictions:

- - The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- - The Contract must have a minimum Contract Value of $500 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 AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
with Payments for a Period Certain, Joint and Last Survivor Life Annuity with
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Option. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.



To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.



Hartford will deduct any applicable Contingent Deferred Sales Charges.



If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.



Please check with your tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.


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

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 federal income tax penalty 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.

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:

- - When do you want Annuity Payouts to begin?

- - What Annuity Payout Option do you want to use?

- - How often do you want to receive Annuity Payouts?

- - What is the Assumed Investment Return?

- - 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 Annuitant's 90th
birthday or the end of the 10th Contract Year, whichever is later. You may elect
a later Annuity Commencement Date if we allow and subject to the laws and
regulations then in effect. In Maryland, Massachusetts, Oregon and Alabama, the
Annuity Commencement Date cannot be deferred beyond the Annuitant's 90th
birthday or the end of the 12th Contract Year. 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. We will deduct any Payment Enhancements credited in the 24
months before the Annuity Calculation Date from your Contract Value when we
determine the amount available for Annuity Payouts.

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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   25
- --------------------------------------------------------------------------------
given month due to a leap year or months with more than 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 "Death Benefit Remaining with the Company" 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.


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.



LIFE ANNUITY WITH A CASH REFUND -- We will make Annuity Payouts as long as the
Annuitant is living. When the Annuitant dies the remaining value will be paid to
the Beneficiary. The remaining value is equal to the Contract Value on the
Annuity Calculation Date minus any Premium Tax and the Annuity Payouts already
made. This option is only available for Variable Dollar Amount Annuity Payouts
using the 5% Assumed Investment Return.



LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN -- We make monthly Annuity
Payouts during the lifetime of the Annuitant but Annuity Payouts are at least
guaranteed for the number of years you select with a minimum of 10 years. If, at
the death of the Annuitant, Annuity Payouts have been made for less than the
minimum elected number of months, then the Beneficiary may elect to continue the
remaining Annuity Payouts or receive the present value of the amount of the
remaining Annuity Payouts.



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 that second
Annuitant dies. When choosing this option, you must decide what will happen to
the Annuity Payouts; either fixed or variable, 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 Annuity Payouts, these percentages represent Annuity Units; for
fixed 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.


JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN -- We
will make Annuity Payouts as long as either the Annuitant or Joint Annuitant are
living, but we at least guarantee to make Annuity Payouts for a time period you
select, between 10 years and 100 years minus the Annuitant's age. If the
Annuitant and the Joint Annuitant both die before the guaranteed number of years
have passed, then the Beneficiary has two options, (a) continue Annuity Payouts
for the remainder of the guaranteed number of years or (b) receive the Commuted
Value in one sum.


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, these percentages 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.



PAYMENT FOR A PERIOD CERTAIN -- We will make Annuity Payouts for the number of
years that you select. You can select any number of years between 10 years and
100 years minus the Annuitant's age. If, at the death of the Annuitant, Annuity
Payouts have been made for less than the time period selected, then the
Beneficiary may elect to continue the remaining Annuity Payouts or receive the
commuted value in one sum.


IMPORTANT INFORMATION:

- - YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED THE LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN OR PAYMENT FOR A
  PERIOD CERTAIN ANNUITY PAYOUT OPTIONS. A CONTINGENT DEFERRED SALES CHARGE MAY
  BE DEDUCTED.

- - 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 Life Annuity Payout Option.


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,
<PAGE>
26                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

- - 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.

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.

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.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   27
- --------------------------------------------------------------------------------

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 7% 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 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.

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.


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

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

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.


MORE INFORMATION

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


Hartford Life and Annuity Insurance Company
Attn: Investment Product 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 which 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 PURCHASES 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 which 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.

    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."
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   29
- --------------------------------------------------------------------------------

 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 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.).
<PAGE>
30                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

    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. Distributions must
    begin within a year of the Contract Owner's 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 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
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   31
- --------------------------------------------------------------------------------
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



Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. Election forms will be
provided at the time distributions are required.


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.


G.  GENERATION-SKIPPING TRANSFERS



Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.

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

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
SECTION                                                         PAGE
<S>                                                           <C>
- ----------------------------------------------------------------------
DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- ----------------------------------------------------------------------
SAFEKEEPING OF ASSETS
- ----------------------------------------------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS
- ----------------------------------------------------------------------
DISTRIBUTION OF CONTRACTS
- ----------------------------------------------------------------------
CALCULATION OF YIELD AND RETURN
- ----------------------------------------------------------------------
PERFORMANCE COMPARISONS
- ----------------------------------------------------------------------
FINANCIAL STATEMENTS
- ----------------------------------------------------------------------
</TABLE>
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   33
- --------------------------------------------------------------------------------

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>
34                                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------
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 the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                   35
- --------------------------------------------------------------------------------

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The [Product Name] 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 your annuity. Please refer to your Plan.


Please complete the following and return to:


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


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

<TABLE>
<S>                                                           <C>
- -------------------------------------------------------------------------------------------------------------------
                            Name

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

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

                                     PART B



<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
                             SEPARATE ACCOUNT SEVEN
                      HARTFORD LEADERS PLUS VARIABLE ANNUITY



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 Insurance
Company Attn: Investment Product Services, P.O. Box 5085, Hartford, CT
06102-5085.





Date of Prospectus:  March 1, 2000.

Date of Statement of Additional Information:  March 1, 2000.

































333-91921

<PAGE>

                                        -2-



<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

SECTION                                                                            PAGE
- -------                                                                            ----
<S>                                                                                <C>

DESCRIPTION OF HARTFORD LIFE AND ANNUITY INSURANCE COMPANY........................  3

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

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

DISTRIBUTION OF CONTRACTS.........................................................  4

CALCULATION OF YIELD AND RETURN...................................................  4

PERFORMANCE RELATED INFORMATION...................................................  6

PERFORMANCE COMPARISONS...........................................................  9

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

<TABLE>
<CAPTION>
                               HARTFORD'S RATINGS

- ------------------------------------------- ---------------------- -------------- ------------------------------------
              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 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 principles. The principal business
address of Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut
06103.



<PAGE>

                                        -4-


                            DISTRIBUTION OF CONTRACTS

                             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 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.

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.

Commissions will be paid by Hartford and will not be more than 7% 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 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.

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

                       CALCULATION OF YIELD AND RETURN

YIELD OF THE MONEY MARKET HLS SUB-ACCOUNT. The yield of the Money Market Fund
Sub-Account for a seven day period (the "base period") will be computed by

<PAGE>

                                        -5-


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 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.





<TABLE>
<CAPTION>
Yield and effective yield for the seven day period ending December 31, 1999.
- ---------------------------------------- ------------------------------------- -------------------------------------
SUB-ACCOUNTS                                            YIELD                            EFFECTIVE YIELD
- ---------------------------------------- ------------------------------------- -------------------------------------
<S>                                                     <C>                              <C>
Hartford Money Market HLS Fund                            3.70%                              3.76%
- ---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>


YIELDS OF AMERICAN FUNDS BOND AND MFS HIGH INCOME SUB-ACCOUNTS. Yields of the
above 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

<PAGE>

                                        -6-


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.


<TABLE>
<CAPTION>
Yield quotation based on a 30 day period ended December 31, 1999.
- ----------------------------------------------------------------------------- --------------------------------------
SUB-ACCOUNTS                                                                                  YIELD
- ----------------------------------------------------------------------------- --------------------------------------
<S>                                                                                          <C>
American Funds Bond Fund                                                                       N/A
- ----------------------------------------------------------------------------- --------------------------------------
MFS High Income Series                                                                         N/A
- ----------------------------------------------------------------------------- --------------------------------------
</TABLE>


The yield for the Hartford High Yield Fund is not yet available because the Fund
is new. 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. Total return is a measure of the change in value
of an investment in a Sub-Account over the period covered and assumes that
the Optional Death Benefit has not been elected. The formula for total return
used herein includes three steps: (1) calculating the value of the
hypothetical initial investment of $1,000 as

<PAGE>

                                        -7-

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.

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 since the inception of the Separate Account 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 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, 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 following are the standardized average annual total return quotations for
the Sub-Accounts:



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



<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
      SUB-ACCOUNT               INCEPTION DATE      1 YEAR             5 YEAR              10 YEAR           SINCE INCEPTION
- --------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>                     <C>                <C>                 <C>               <C>
American Funds Asset
 Allocation Fund                  04/01/1999         N/A                N/A                  N/A               -8.13%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Bond Fund          04/01/1999         N/A                N/A                  N/A              -10.32%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Global
 Growth Fund                      04/01/1999         N/A                N/A                  N/A               42.51%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Global Small
 Capitalization Fund              04/01/1999         N/A                N/A                  N/A               60.42%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund        04/01/1999         N/A                N/A                  N/A               31.19%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Growth-
 Income Fund                      04/01/1999         N/A                N/A                  N/A               -3.84%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds International
 Fund                             04/01/1999         N/A                N/A                  N/A               49.60%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds New World Fund     04/01/1999         N/A                N/A                  N/A                6.30%
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Real Estate
 Securities Fund                  04/01/1999         N/A                N/A                  N/A              -13.31%
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund           04/01/1999         N/A                N/A                  N/A               81.27%
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income
 Investments                      07/01/1999         N/A                N/A                  N/A               -9.24%
- --------------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund    04/01/1999         N/A                N/A                  N/A               -8.58%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities
 Series                           04/01/1999         N/A                N/A                  N/A               27.94%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series        04/01/1999         N/A                N/A                  N/A               56.15%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Global Equity Series          05/03/1999         N/A                N/A                  N/A               11.48%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Growth Series                 05/03/1999         N/A                N/A                  N/A               27.48%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Growth with Income Series     04/01/1999         N/A                N/A                  N/A               -6.81%
- --------------------------------------------------------------------------------------------------------------------------------
MFS High Income Series            04/01/1999         N/A                N/A                  N/A              -10.90%
- --------------------------------------------------------------------------------------------------------------------------------
MFS New Discovery Series          04/01/1999         N/A                N/A                  N/A               61.65%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series           04/01/1999         N/A                N/A                  N/A               -9.10%
- --------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund     04/01/1999         N/A                N/A                  N/A               -1.82%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund   04/01/1999         N/A                N/A                  N/A                7.63%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets
 Equity Fund                      04/01/1999         N/A                N/A                  N/A               27.88%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Global Growth Fund      04/01/1999         N/A                N/A                  N/A                7.47%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund      04/01/1999         N/A                N/A                  N/A                9.03%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>



Performance figures above do not reflect any deductions for Optional Death
Benefit charges.  Performance would have been lower had the Optional Death
Benefit been available and been chosen.


<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 are 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:



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



<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
      SUB-ACCOUNT              S/A INCEPTION DATE   1 YEAR         5 YEAR         10 YEAR         SINCE INCEPTION
- -------------------------------------------------------------------------------------------------------------------
<S>                               <C>               <C>            <C>             <C>               <C>
American Funds Asset Allocation
Fund                              08/01/1989        5.17%          14.79%          10.04%              N/A
- -------------------------------------------------------------------------------------------------------------------
American Funds Bond Fund          01/02/1996        0.88%           N/A              N/A              3.77%
- -------------------------------------------------------------------------------------------------------------------
American Funds Global Growth
Fund                              04/30/1997       66.90%           N/A              N/A             35.80%
- -------------------------------------------------------------------------------------------------------------------
American Funds Global Small
Capitalization Fund               04/30/1998       88.24%           N/A              N/A             47.18%
- -------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund        02/08/1984       54.70%          30.74%          19.06%              N/A
- -------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income
Fund                              02/08/1984        9.38%          18.98%          12.45%              N/A
- -------------------------------------------------------------------------------------------------------------------
American Funds International
Fund                              05/01/1990       73.09%          22.94%            N/A             14.55%
- -------------------------------------------------------------------------------------------------------------------
American Funds New World Fund     06/17/1999         N/A            N/A              N/A             17.30%
- -------------------------------------------------------------------------------------------------------------------
Franklin Real Estate Securities
Fund                              01/24/1989       -7.89%          6.21%            7.21%              N/A
- -------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund           11/01/1995       93.14%           N/A              N/A             28.18%
- -------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Fund    07/01/1999         N/A            N/A              N/A              1.76%
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund    06/30/1980        3.18%          3.56%            3.38%              N/A
- -------------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities Series  08/14/1996       45.03%           N/A              N/A             30.08%
- -------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series        07/24/1995       73.83%           N/A              N/A             34.18%
- -------------------------------------------------------------------------------------------------------------------
MFS Global Equity Series          05/03/1999         N/A            N/A              N/A             22.48%
- -------------------------------------------------------------------------------------------------------------------
MFS Growth Series                 05/03/1999         N/A            N/A              N/A             38.48%
- -------------------------------------------------------------------------------------------------------------------
MFS Growth with Income Series     10/09/1995        4.94%           N/A              N/A             19.13%
- -------------------------------------------------------------------------------------------------------------------
MFS High Income Series            07/26/1995        4.70%           N/A              N/A              6.46%
- -------------------------------------------------------------------------------------------------------------------
MFS New Discovery Series          05/01/1998       70.57%           N/A              N/A             38.59%
- -------------------------------------------------------------------------------------------------------------------
MFS Total Return Series           01/03/1995        1.37%           N/A              N/A             13.52%
- -------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund     11/01/1996       11.73%           N/A              N/A              9.04%
- -------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund   08/24/1988       21.62%          15.21%          11.25%              N/A
- -------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets
Equity Fund                       03/15/1994       52.11%          4.97%             N/A              3.23%
- -------------------------------------------------------------------------------------------------------------------
Templeton Global Growth Fund      03/15/1994       18.86%          13.49%            N/A             11.87%
- -------------------------------------------------------------------------------------------------------------------
Templeton International Fund      05/01/1992       21.21%          15.12%            N/A             13.35%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>



Performance figures above do not reflect any deductions for Optional Death
Benefit charges. Performance would have been lower had the Optional Death
Benefit been available and been chosen.



<PAGE>

                                        -9-

                             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.

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


<PAGE>

                                        -10-


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>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS & LIABILITIES
DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                      HARTFORD      AMERICAN FUNDS
                                    MONEY MARKET        ASSET         AMERICAN FUNDS    AMERICAN FUNDS
                                        FUND          ALLOCATION           BOND         GLOBAL GROWTH
                                    SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
                                    ------------    --------------    --------------    --------------
<S>                                 <C>             <C>               <C>               <C>
ASSETS:
  Investments:
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 4,834,594
      Cost $4,834,594
      Market Value..............     $4,834,594          --                --                --
  Investments in American Funds:
    Asset Allocation Fund
      Shares 750,527
      Cost $11,826,994
      Market Value..............        --           $11,302,929           --                --
    Bond Fund
      Shares 403,982
      Cost $3,967,969
      Market Value..............        --               --             $3,934,782           --
    Global Growth Fund
      Shares 577,199
      Cost $10,475,370
      Market Value..............        --               --                --            $12,357,820
    Global Small Capitalization
     Fund
      Shares 467,904
      Cost $7,471,027
      Market Value..............        --               --                --                --
    Growth Fund
      Shares 714,974
      Cost $49,188,239
      Market Value..............        --               --                --                --
    Growth-Income Fund
      Shares 1,508,680
      Cost $55,632,088
      Market Value..............        --               --                --                --
    International Fund
      Shares 635,091
      Cost $14,985,288
      Market Value..............        --               --                --                --
    New World Fund
      Shares 409,985
      Cost $4,245,642
      Market Value..............        --               --                --                --
  Investments in Franklin
   Templeton Variable Insurance
   Product Trust:
    Real Estate Securities Fund
      Shares 26,404
      Cost $388,845
      Market Value..............        --               --                --                --
    Small Cap Fund
      Shares 128,525
      Cost $2,708,869
      Market Value..............        --               --                --                --
    Franklin Strategic Income
     Investment Fund
      Shares 90,218
      Cost $902,687
      Market Value..............        --               --                --                --
    Mutual Shares Securities
     Fund
      Shares 290,756
      Cost $3,811,532
      Market Value..............        --               --                --                --
  Due from Hartford Life
   Insurance Company............        --               108,667             5,554           122,562
  Receivable from fund shares
   sold.........................          8,193          --                --                --
                                     ----------      -----------        ----------       -----------
  Total Assets..................      4,842,787       11,411,596         3,940,336        12,480,382
                                     ----------      -----------        ----------       -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................          8,112          --                --                --
  Payable for fund shares
   purchased....................        --               108,673             5,555           122,564
                                     ----------      -----------        ----------       -----------
  Total Liabilities.............          8,112          108,673             5,555           122,564
                                     ----------      -----------        ----------       -----------
  Net Assets (variable annuity
   contract liabilities)........     $4,834,675      $11,302,923        $3,934,781       $12,357,818
                                     ==========      ===========        ==========       ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 18
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                 AMERICAN FUNDS                                                                        FRANKLIN
                                  GLOBAL SMALL    AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   REAL ESTATE
                                 CAPITALIZATION       GROWTH       GROWTH-INCOME    INTERNATIONAL      NEW WORLD      SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                                 --------------   --------------   --------------   --------------   --------------   -----------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
ASSETS:
  Investments:
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 4,834,594
      Cost $4,834,594
      Market Value..............      --               --               --               --               --             --
  Investments in American Funds:
    Asset Allocation Fund
      Shares 750,527
      Cost $11,826,994
      Market Value..............      --               --               --               --               --             --
    Bond Fund
      Shares 403,982
      Cost $3,967,969
      Market Value..............      --               --               --               --               --             --
    Global Growth Fund
      Shares 577,199
      Cost $10,475,370
      Market Value..............      --               --               --               --               --             --
    Global Small Capitalization
     Fund
      Shares 467,904
      Cost $7,471,027
      Market Value..............  $ 8,122,818          --               --               --               --             --
    Growth Fund
      Shares 714,974
      Cost $49,188,239
      Market Value..............      --           $50,455,740          --               --               --             --
    Growth-Income Fund
      Shares 1,508,680
      Cost $55,632,088
      Market Value..............      --               --           $49,892,033          --               --             --
    International Fund
      Shares 635,091
      Cost $14,985,288
      Market Value..............      --               --               --           $16,975,973          --             --
    New World Fund
      Shares 409,985
      Cost $4,245,642
      Market Value..............      --               --               --               --            $4,825,525        --
  Investments in Franklin
   Templeton Variable Insurance
   Product Trust:
    Real Estate Securities Fund
      Shares 26,404
      Cost $388,845
      Market Value..............      --               --               --               --               --           $392,897
    Small Cap Fund
      Shares 128,525
      Cost $2,708,869
      Market Value..............      --               --               --               --               --             --
    Franklin Strategic Income
     Investment Fund
      Shares 90,218
      Cost $902,687
      Market Value..............      --               --               --               --               --             --
    Mutual Shares Securities
     Fund
      Shares 290,756
      Cost $3,811,532
      Market Value..............      --               --               --               --               --             --
  Due from Hartford Life
   Insurance Company............       83,195          705,288          325,330          561,199           13,833        --
  Receivable from fund shares
   sold.........................      --               --               --               --               --             --
                                  -----------      -----------      -----------      -----------       ----------      --------
  Total Assets..................    8,206,013       51,161,028       50,217,363       17,537,172        4,839,358       392,897
                                  -----------      -----------      -----------      -----------       ----------      --------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................      --               --               --               --               --                 30
  Payable for fund shares
   purchased....................       83,194          705,279          325,325          561,200           13,833        --
                                  -----------      -----------      -----------      -----------       ----------      --------
  Total Liabilities.............       83,194          705,279          325,325          561,200           13,833            30
                                  -----------      -----------      -----------      -----------       ----------      --------
  Net Assets (variable annuity
   contract liabilities)........  $ 8,122,819       50,455,749      $49,892,038      $16,975,972       $4,825,525      $392,867
                                  ===========      ===========      ===========      ===========       ==========      ========

<CAPTION>
                                                     FRANKLIN
                                   FRANKLIN         STRATEGIC        MUTUAL SHARES
                                   SMALL CAP    INCOME INVESTMENTS    SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
                                  -----------   ------------------   -------------
<S>                               <C>           <C>                  <C>
ASSETS:
  Investments:
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 4,834,594
      Cost $4,834,594
      Market Value..............      --             --                  --
  Investments in American Funds:
    Asset Allocation Fund
      Shares 750,527
      Cost $11,826,994
      Market Value..............      --             --                  --
    Bond Fund
      Shares 403,982
      Cost $3,967,969
      Market Value..............      --             --                  --
    Global Growth Fund
      Shares 577,199
      Cost $10,475,370
      Market Value..............      --             --                  --
    Global Small Capitalization
     Fund
      Shares 467,904
      Cost $7,471,027
      Market Value..............      --             --                  --
    Growth Fund
      Shares 714,974
      Cost $49,188,239
      Market Value..............      --             --                  --
    Growth-Income Fund
      Shares 1,508,680
      Cost $55,632,088
      Market Value..............      --             --                  --
    International Fund
      Shares 635,091
      Cost $14,985,288
      Market Value..............      --             --                  --
    New World Fund
      Shares 409,985
      Cost $4,245,642
      Market Value..............      --             --                  --
  Investments in Franklin
   Templeton Variable Insurance
   Product Trust:
    Real Estate Securities Fund
      Shares 26,404
      Cost $388,845
      Market Value..............      --             --                  --
    Small Cap Fund
      Shares 128,525
      Cost $2,708,869
      Market Value..............  $3,443,182         --                  --
    Franklin Strategic Income
     Investment Fund
      Shares 90,218
      Cost $902,687
      Market Value..............      --             $898,571            --
    Mutual Shares Securities
     Fund
      Shares 290,756
      Cost $3,811,532
      Market Value..............      --             --               $3,852,516
  Due from Hartford Life
   Insurance Company............      --             --                   20,083
  Receivable from fund shares
   sold.........................      64,584         --                  --
                                  ----------         --------         ----------
  Total Assets..................   3,507,766          898,571          3,872,599
                                  ----------         --------         ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................      64,586               37            --
  Payable for fund shares
   purchased....................      --             --                   20,083
                                  ----------         --------         ----------
  Total Liabilities.............      64,586               37             20,083
                                  ----------         --------         ----------
  Net Assets (variable annuity
   contract liabilities)........  $3,443,180         $898,534         $3,852,516
                                  ==========         ========         ==========
</TABLE>

            ---------------------------------------------------- 19
              ----------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                         MFS
                                       CAPITAL             MFS               MFS             MFS
                                    OPPORTUNITIES    EMERGING GROWTH    GLOBAL EQUITY      GROWTH
                                     SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                                    -------------    ---------------    -------------    -----------
<S>                                 <C>              <C>                <C>              <C>
ASSETS:
  Investments in the MFS
   Variable Insurance Trust:
    MFS Captial Opportunities
      Shares 265,821
      Cost $4,927,430
      Market Value..............     $5,776,295           --                --               --
    MFS Emerging Growth
      Shares 270,260
      Cost $7,633,757
      Market Value..............        --             $10,253,678          --               --
    MFS Global Equity
      Shares 23,361
      Cost $257,939
      Market Value..............        --                --              $281,497           --
    MFS Growth
      Shares 748,472
      Cost $9,051,819
      Market Value..............        --                --                --           $10,441,189
    MFS Growth with Income
      Shares 458,720
      Cost $9,293,484
      Market Value..............        --                --                --               --
    MFS High Income
      Shares 164,933
      Cost $1,866,207
      Market Value..............        --                --                --               --
    MFS New Discovery
      Shares 109,051
      Cost $1,543,273
      Market Value..............        --                --                --               --
    MFS Total Return
      Shares 155,736
      Cost $2,740,072
      Market Value..............        --                --                --               --
  Investments in the Templeton
   Variable Insurance Product
   Fund:
    Templeton Asset Allocation
     Fund
      Shares 43,631
      Cost $946,759
      Market Value..............        --                --                --               --
    Templeton Developing Markets
     Equity Fund
      Shares 97,163
      Cost $890,346
      Market Value..............        --                --                --               --
    Templeton Global Growth Fund
      Shares 141,277
      Cost $2,054,554
      Market Value..............        --                --                --               --
    Templeton International Fund
      Shares 95,280
      Cost $1,910,697
      Market Value..............        --                --                --               --
  Due from Hartford Life
   Insurance Company............        129,008            220,700             206            97,731
  Receivable from fund shares
   sold.........................        --                --                --               --
                                     ----------        -----------        --------       -----------
  Total Assets..................      5,905,303         10,474,378         281,703        10,538,920
                                     ----------        -----------        --------       -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................        --                --                --               --
  Payable for fund shares
   purchased....................        128,996            220,693             206            97,730
                                     ----------        -----------        --------       -----------
  Total Liabilities.............        128,996            220,693             206            97,730
                                     ----------        -----------        --------       -----------
  Net Assets (variable annuity
   contract liabilities)........     $5,776,307        $10,253,685        $281,497       $10,441,190
                                     ==========        ===========        ========       ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 20
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                     MFS                         MFS                       TEMPLETON      TEMPLETON
                                   GROWTH          MFS           NEW           MFS           ASSET        DEVELOPING
                                 WITH INCOME   HIGH INCOME    DISCOVERY    TOTAL RETURN   ALLOCATION    MARKETS EQUITY
                                 SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                 -----------   -----------   -----------   ------------   -----------   --------------
<S>                              <C>           <C>           <C>           <C>            <C>           <C>
ASSETS:
  Investments in the MFS
   Variable Insurance Trust:
    MFS Captial Opportunities
      Shares 265,821
      Cost $4,927,430
      Market Value..............     --            --            --            --             --             --
    MFS Emerging Growth
      Shares 270,260
      Cost $7,633,757
      Market Value..............     --            --            --            --             --             --
    MFS Global Equity
      Shares 23,361
      Cost $257,939
      Market Value..............     --            --            --            --             --             --
    MFS Growth
      Shares 748,472
      Cost $9,051,819
      Market Value..............     --            --            --            --             --             --
    MFS Growth with Income
      Shares 458,720
      Cost $9,293,484
      Market Value.............. $9,775,327        --            --            --             --             --
    MFS High Income
      Shares 164,933
      Cost $1,866,207
      Market Value..............     --        $1,895,083        --            --             --             --
    MFS New Discovery
      Shares 109,051
      Cost $1,543,273
      Market Value..............     --            --        $1,883,312        --             --             --
    MFS Total Return
      Shares 155,736
      Cost $2,740,072
      Market Value..............     --            --            --         $2,764,321        --             --
  Investments in the Templeton
   Variable Insurance Product
   Fund:
    Templeton Asset Allocation
     Fund
      Shares 43,631
      Cost $946,759
      Market Value..............     --            --            --            --         $1,015,298         --
    Templeton Developing Markets
     Equity Fund
      Shares 97,163
      Cost $890,346
      Market Value..............     --            --            --            --             --          $1,019,242
    Templeton Global Growth Fund
      Shares 141,277
      Cost $2,054,554
      Market Value..............     --            --            --            --             --             --
    Templeton International Fund
      Shares 95,280
      Cost $1,910,697
      Market Value..............     --            --            --            --             --             --
  Due from Hartford Life
   Insurance Company............     45,162        11,772         9,698         17,626        10,057          25,971
  Receivable from fund shares
   sold.........................     --            --            --            --             --             --
                                 ----------    ----------    ----------     ----------    ----------      ----------
  Total Assets..................  9,820,489     1,906,855     1,893,010      2,781,947     1,025,355       1,045,213
                                 ----------    ----------    ----------     ----------    ----------      ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................     --            --            --            --             --             --
  Payable for fund shares
   purchased....................     45,165        11,772         9,698         17,625        10,058          25,972
                                 ----------    ----------    ----------     ----------    ----------      ----------
  Total Liabilities.............     45,165        11,772         9,698         17,625        10,058          25,972
                                 ----------    ----------    ----------     ----------    ----------      ----------
  Net Assets (variable annuity
   contract liabilities)........ $9,775,324    $1,895,083    $1,883,312     $2,764,322    $1,015,297      $1,019,241
                                 ==========    ==========    ==========     ==========    ==========      ==========

<CAPTION>

                                    TEMPLETON       TEMPLETON
                                  GLOBAL GROWTH   INTERNATIONAL
                                   SUB-ACCOUNT     SUB-ACCOUNT
                                  -------------   -------------
<S>                               <C>             <C>
ASSETS:
  Investments in the MFS
   Variable Insurance Trust:
    MFS Captial Opportunities
      Shares 265,821
      Cost $4,927,430
      Market Value..............      --              --
    MFS Emerging Growth
      Shares 270,260
      Cost $7,633,757
      Market Value..............      --              --
    MFS Global Equity
      Shares 23,361
      Cost $257,939
      Market Value..............      --              --
    MFS Growth
      Shares 748,472
      Cost $9,051,819
      Market Value..............      --              --
    MFS Growth with Income
      Shares 458,720
      Cost $9,293,484
      Market Value..............      --              --
    MFS High Income
      Shares 164,933
      Cost $1,866,207
      Market Value..............      --              --
    MFS New Discovery
      Shares 109,051
      Cost $1,543,273
      Market Value..............      --              --
    MFS Total Return
      Shares 155,736
      Cost $2,740,072
      Market Value..............      --              --
  Investments in the Templeton
   Variable Insurance Product
   Fund:
    Templeton Asset Allocation
     Fund
      Shares 43,631
      Cost $946,759
      Market Value..............      --              --
    Templeton Developing Markets
     Equity Fund
      Shares 97,163
      Cost $890,346
      Market Value..............      --              --
    Templeton Global Growth Fund
      Shares 141,277
      Cost $2,054,554
      Market Value..............   $2,203,925         --
    Templeton International Fund
      Shares 95,280
      Cost $1,910,697
      Market Value..............      --           $2,108,545
  Due from Hartford Life
   Insurance Company............      --               16,229
  Receivable from fund shares
   sold.........................      --              --
                                   ----------      ----------
  Total Assets..................    2,203,925       2,124,774
                                   ----------      ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................           87         --
  Payable for fund shares
   purchased....................      --               16,230
                                   ----------      ----------
  Total Liabilities.............           87          16,230
                                   ----------      ----------
  Net Assets (variable annuity
   contract liabilities)........   $2,203,838      $2,108,544
                                   ==========      ==========
</TABLE>

            ---------------------------------------------------- 21
              ----------------------------------------------------

<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                        UNITS
                                       OWNED BY       UNIT       CONTRACT
                                     PARTICIPANTS    PRICE      LIABILITY
                                     ------------  ----------  ------------
<S>                                  <C>           <C>         <C>
DEFERRED ANNUITY CONTRACTS IN THE
 ACCUMULATION PERIOD:
  Hartford Money Market Fund
   1.5%............................    2,074,158   $ 1.016961  $  2,109,338
  Hartford Money Market Fund
   1.65%...........................       71,247     1.016589        72,429
  Hartford Money Market Fund
   1.4%............................      764,248     1.017478       777,606
  Hartford Money Market Fund
   .80%............................      206,879     1.009271       208,797
  Hartford Money Market Fund
   1.25%...........................    1,636,654     1.018239     1,666,505
  Asset Allocation Fund 1.5%.......       87,462     9.763857       853,968
  Asset Allocation Fund 1.65%......          375     9.760205         3,662
  Asset Allocation Fund 1.25%......      876,015     9.776112     8,564,018
  Asset Allocation Fund 1.4%.......      175,200     9.768759     1,711,489
  Asset Allocation Fund .80%.......       15,779    10.542607       166,355
  Asset Allocation Fund .95%.......          326    10.539231         3,431
  Bond Funds 1.5%..................       52,995    10.093283       534,893
  Bond Funds 1.65%.................          296    10.089521         2,985
  Bond Funds 1.25%.................      260,877    10.105950     2,636,406
  Bond Funds 1.4%..................       74,247    10.098350       749,774
  Bond Funds .80%..................        1,050    10.215146        10,723
  Global Growth Fund 1.5%..........      104,986    13.962993     1,465,922
  Global Growth Fund 1.65%.........           67    13.957799           935
  Global Growth Fund 1.25%.........      642,755    13.980455     8,986,014
  Global Growth Fund 1.4%..........      121,545    13.969976     1,697,976
  Global Growth Fund .80%..........       14,192    13.738117       194,966
  Global Growth Fund .95%..........          874    13.733732        12,005
  Global Small Capitalization Fund
   1.5%............................       83,214    13.767193     1,145,626
  Global Small Capitalization Fund
   1.65%...........................          203    13.762055         2,798
  Global Small Capitalization Fund
   1.25%...........................      405,681    13.784415     5,592,081
  Global Small Capitalization Fund
   1.4%............................       96,623    13.774075     1,330,898
  Global Small Capitalization Fund
   .80%............................        3,875    12.864359        49,845
  Global Small Capitalization Fund
   .95%............................          122    12.860263         1,571
  Growth Fund 1.5%.................      249,621    12.502121     3,120,797
  Growth Fund 1.65%................          896    12.497460        11,193
  Growth Fund 1.25%................    3,037,420    12.517781    38,021,763
  Growth Fund 1.4%.................      669,105    12.508384     8,369,423
  Growth Fund .80%.................       68,214    12.865591       877,609
  Growth Fund .95%.................        4,274    12.861482        54,964
  Growth-Income Fund 1.5%..........      420,107     9.579464     4,024,401
  Growth-Income Fund 1.65%.........        1,108     9.575882        10,606
  Growth-Income Fund 1.25%.........    3,467,764     9.591485    33,261,005
  Growth-Income Fund 1.4%..........    1,221,950     9.584268    11,711,494
  Growth-Income Fund .80%..........       73,889    10.667962       788,243
  Growth-Income Fund .95%..........        9,029    10.664545        96,289
  International Fund 1.5%..........      173,580    14.644814     2,542,043
  International Fund 1.65%.........          265    14.639368         3,885
  International Fund 1.25%.........      763,939    14.663115    11,201,728
  International Fund 1.4%..........      211,632    14.652129     3,100,853
  International Fund .80%..........        6,859    13.799473        94,647
  International Fund .95%..........        2,379    13.795072        32,816
  New World Fund 1.5%..............       34,388    11.644005       400,413
  New World Fund 1.25%.............      318,002    11.658593     3,707,459
  New World Fund 1.4%..............       43,228    11.649838       503,596
  New World Fund .80%..............       13,865    12.227288       169,536
  New World Fund .95%..............        3,642    12.223385        44,521
  Real Estate Securities Fund
   1.4%............................        8,001     8.834957        70,687
  Real Estate Securities Fund
   1.5%............................          556     8.830523         4,914
  Real Estate Securities Fund
   1.25%...........................       35,883     8.841604       317,266
  Small Cap Fund 1.65%.............           68    16.630728         1,129
  Small Cap Fund 1.4%..............       55,787    16.645221       928,593
  Small Cap Fund .80%..............        3,281    15.792122        51,819
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 22
              ----------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
                                        UNITS
                                       OWNED BY       UNIT       CONTRACT
                                     PARTICIPANTS    PRICE      LIABILITY
                                     ------------  ----------  ------------
<S>                                  <C>           <C>         <C>
  Small Cap Fund 1.25%.............      127,349   $16.657685  $  2,121,333
  Small Cap Fund 1.5%..............       20,455    16.636909       340,306
  Franklin Strategic Income
   Investments Fund 1.5%...........       18,907    10.176193       192,402
  Franklin Strategic Income
   Investments Fund 1.4%...........       25,087    10.181293       255,423
  Franklin Strategic Income
   Investments Fund 1.25%..........       44,235    10.188959       450,709
  Mutual Shares Securities Fund
   1.5%............................       37,456     9.783931       366,469
  Mutual Shares Securities Fund
   1.4%............................       58,310     9.788843       570,787
  Mutual Shares Securities Fund
   .80%............................          878    10.820902         9,501
  Mutual Shares Securities Fund
   1.25%...........................      296,621     9.796213     2,905,759
  MFS Capital Opportunities 1.5%...       26,869    12.203397       327,891
  MFS Capital Opportunities
   1.65%...........................          613    12.198850         7,476
  MFS Capital Opportunities 1.4%...      115,379    12.209515     1,408,719
  MFS Capital Opportunities .80%...        9,747    12.923763       125,969
  MFS Capital Opportunities .95%...          251    12.919637         3,244
  MFS Capital Opportunities
   1.25%...........................      315,840    12.218688     3,859,154
  MFS Emerging Growth 1.5%.........       48,459    15.402545       746,394
  MFS Emerging Growth 1.65%........          216    15.396821         3,324
  MFS Emerging Growth 1.4%.........       97,184    15.410232     1,497,633
  MFS Emerging Growth .80%.........        6,126    15.486126        94,865
  MFS Emerging Growth 1.25%........      510,071    15.421795     7,866,218
  MFS Global Equity 1.5%...........        3,841    11.585770        44,498
  MFS Global Equity 1.4%...........        5,874    11.591574        68,094
  MFS Global Equity 1.25%..........       14,560    11.600282       168,905
  MFS Growth 1.5%..................       48,051    12.001263       576,670
  MFS Growth 1.65%.................          178    11.996788         2,141
  MFS Growth 1.4%..................      206,422    12.007270     2,478,566
  MFS Growth .80%..................        6,787    12.475323        84,672
  MFS Growth .95%..................          127    12.471334         1,581
  MFS Growth 1.25%.................      603,672    12.016294     7,253,905
  MFS Growth & Income 1.5%.........       57,782     9.950259       574,945
  MFS Growth & Income 1.4%.........      260,156     9.955242     2,589,914
  MFS Growth & Income .80%.........       24,789    11.140286       276,154
  MFS Growth & Income .95%.........          682    11.136718         7,596
  MFS Growth & Income 1.25%........      635,038     9.962740     6,326,715
  MFS High Income 1.5%.............       18,321    10.039968       183,942
  MFS High Income 1.65%............          199    10.036216         1,993
  MFS High Income 1.4%.............       38,888    10.044992       390,628
  MFS High Income .80%.............        4,284    10.256453        43,934
  MFS High Income 1.25%............      126,792    10.052557     1,274,586
  MFS New Discovery 1.5%...........       18,944    14.318332       271,245
  MFS New Discovery 1.4%...........       34,123    14.325485       488,834
  MFS New Discovery .80%...........        2,276    15.447904        35,156
  MFS New Discovery 1.25%..........       75,897    14.336247     1,088,077
  MFS Total Return 1.5%............       27,654     9.688322       267,922
  MFS Total Return 1.65%...........          512     9.684701         4,956
  MFS Total Return 1.4%............       52,252     9.693183       506,484
  MFS Total Return .80%............       10,142    10.346954       104,938
  MFS Total Return 1.25%...........      193,807     9.700481     1,880,022
  Templeton Asset Allocation Fund
   1.5%............................        5,725    10.855332        62,148
  Templeton Asset Allocation Fund
   1.4%............................       12,669    10.860766       137,594
  Templeton Asset Allocation Fund
   .80%............................        2,261    11.197144        25,315
  Templeton Asset Allocation Fund
   1.25%...........................       72,706    10.868937       790,240
  Templeton Developing Markets
   Equity Fund 1.5%................       17,367    11.108629       192,923
  Templeton Developing Markets
   Equity Fund 1.4%................       15,369    11.114200       170,818
  Templeton Developing Markets
   Equity Fund .80%................        2,331    12.735770        29,681
  Templeton Developing Markets
   Equity Fund 1.25%...............       56,266    11.122555       625,819
  Templeton Global Growth Fund
   1.5%............................       33,037    10.605862       350,387
  Templeton Global Growth Fund
   1.4%............................       18,982    10.611177       201,425
</TABLE>

            ---------------------------------------------------- 23
              ----------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                        UNITS
                                       OWNED BY       UNIT       CONTRACT
                                     PARTICIPANTS    PRICE      LIABILITY
                                     ------------  ----------  ------------
<S>                                  <C>           <C>         <C>
  Templeton Global Growth Fund
   .80%............................        1,356   $11.265124  $     15,279
  Templeton Global Growth Fund
   1.25%...........................      154,132    10.619149     1,636,747
  Templeton International
   Fund1.5%........................       78,674    10.946563       861,205
  Templeton International
   Fund1.65%.......................           97    10.942481         1,058
  Templeton International
   Fund1.4%........................       15,020    10.952050       164,501
  Templeton International
   Fund.80%........................           83    11.343193           937
  Templeton International
   Fund1.25%.......................       83,869    10.960275       919,230
                                                               ------------
  SUB-TOTAL INDIVIDUAL.............                             220,412,664
                                                               ------------
ANNUITY CONTRACTS IN THE ANNUITY
 PERIOD:
  MFS Capital Opportunities........        3,589    12.218688        43,854
  MFS Emerging Growth..............        2,934    15.421795        45,251
  MFS Growth.......................        3,633    12.016294        43,655
  Templeton International Fund.....       14,745    10.960275       161,613
                                                               ------------
  SUB-TOTAL........................                                 294,373
                                                               ------------
GRAND TOTAL:.......................                            $220,707,037
                                                               ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 24
              ----------------------------------------------------
<PAGE>
                 (This page has been left blank intentionally.)
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION, JULY 1, 1999, TO DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                      HARTFORD      AMERICAN FUNDS
                                    MONEY MARKET        ASSET         AMERICAN FUNDS    AMERICAN FUNDS
                                        FUND          ALLOCATION           BOND         GLOBAL GROWTH
                                    SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
                                    ------------    --------------    --------------    --------------
<S>                                 <C>             <C>               <C>               <C>
INVESTMENT INCOME:
  Dividends.....................      $ 46,468        $ 107,085          $ 70,666         $   48,518
EXPENSES:
  Mortality and expense
   undertakings.................       (12,396)         (24,079)           (7,701)           (21,470)
                                      --------        ---------          --------         ----------
    Net investment income
     (loss).....................        34,072           83,006            62,965             27,048
                                      --------        ---------          --------         ----------
CAPITAL GAINS INCOME............             2          625,352           --                 432,861
                                      --------        ---------          --------         ----------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized (loss) gain on
   security transactions........        --                 (693)               80              4,145
  Net unrealized (depreciation)
   appreciation of investments
   during the period............        --             (524,065)          (33,186)         1,882,450
                                      --------        ---------          --------         ----------
    Net (loss) gain on
     investments................        --             (524,758)          (33,106)         1,886,595
                                      --------        ---------          --------         ----------
    Net increase in net assets
     resulting from
     operations.................      $ 34,074        $ 183,600          $ 29,859         $2,346,504
                                      ========        =========          ========         ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 26
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                 AMERICAN FUNDS                                                                        FRANKLIN
                                  GLOBAL SMALL    AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   REAL ESTATE
                                 CAPITALIZATION       GROWTH       GROWTH-INCOME    INTERNATIONAL      NEW WORLD      SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                                 --------------   --------------   --------------   --------------   --------------   -----------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
INVESTMENT INCOME:
  Dividends.....................   $  --            $  --           $   217,556       $   50,483        $ 16,169        $  247
EXPENSES:
  Mortality and expense
   undertakings.................      (17,908)         (84,203)        (107,465)         (29,283)        (13,461)         (870)
                                   ----------       ----------      -----------       ----------        --------        ------
    Net investment income
     (loss).....................      (17,908)         (84,203)         110,091           21,200           2,708          (623)
                                   ----------       ----------      -----------       ----------        --------        ------
CAPITAL GAINS INCOME............      620,472        5,334,235        7,081,509        1,256,215           1,824           343
                                   ----------       ----------      -----------       ----------        --------        ------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized (loss) gain on
   security transactions........        1,272            1,809               52            1,316            (210)            3
  Net unrealized (depreciation)
   appreciation of investments
   during the period............      651,790        1,267,501       (5,740,055)       1,990,685         579,884         4,051
                                   ----------       ----------      -----------       ----------        --------        ------
    Net (loss) gain on
     investments................      653,062        1,269,310       (5,740,003)       1,992,001         579,674         4,054
                                   ----------       ----------      -----------       ----------        --------        ------
    Net increase in net assets
     resulting from
     operations.................   $1,255,626       $6,519,342      $ 1,451,597       $3,269,416        $584,206        $3,774
                                   ==========       ==========      ===========       ==========        ========        ======

<CAPTION>
                                                     FRANKLIN
                                   FRANKLIN         STRATEGIC        MUTUAL SHARES
                                   SMALL CAP    INCOME INVESTMENTS    SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
                                  -----------   ------------------   -------------
<S>                               <C>           <C>                  <C>
INVESTMENT INCOME:
  Dividends.....................    $     24         $23,286           $ 33,504
EXPENSES:
  Mortality and expense
   undertakings.................      (4,718)         (1,838)           (12,650)
                                    --------         -------           --------
    Net investment income
     (loss).....................      (4,694)         21,448             20,854
                                    --------         -------           --------
CAPITAL GAINS INCOME............           3         --                  --
                                    --------         -------           --------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized (loss) gain on
   security transactions........       1,333               8                 27
  Net unrealized (depreciation)
   appreciation of investments
   during the period............     734,313          (4,116)            40,984
                                    --------         -------           --------
    Net (loss) gain on
     investments................     735,646          (4,108)            41,011
                                    --------         -------           --------
    Net increase in net assets
     resulting from
     operations.................    $730,955         $17,340           $ 61,865
                                    ========         =======           ========
</TABLE>

            ---------------------------------------------------- 27
              ----------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION, JULY 1, 1999, TO DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                         MFS
                                       CAPITAL             MFS               MFS             MFS
                                    OPPORTUNITIES    EMERGING GROWTH    GLOBAL EQUITY      GROWTH
                                     SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                                    -------------    ---------------    -------------    -----------
<S>                                 <C>              <C>                <C>              <C>
INVESTMENT INCOME:
  Dividends.....................      $ --             $  --               $   342       $   15,377
EXPENSES:
  Mortality and expense
   undertakings.................       (10,787)           (18,890)            (556)         (26,124)
                                      --------         ----------          -------       ----------
    Net investment income
     (loss).....................       (10,787)           (18,890)            (214)         (10,747)
                                      --------         ----------          -------       ----------
CAPITAL GAINS INCOME............        --                --                 6,678           20,089
                                      --------         ----------          -------       ----------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........          (178)            14,860               21              699
  Net unrealized (depreciation)
   appreciation of investments
   during the period............       848,865          2,619,921           23,558        1,389,371
                                      --------         ----------          -------       ----------
    Net (loss) gain on
     investments................       848,687          2,634,781           23,579        1,390,070
                                      --------         ----------          -------       ----------
    Net increase in net assets
     resulting from
     operations.................      $837,900         $2,615,891          $30,043       $1,399,412
                                      ========         ==========          =======       ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 28
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                     MFS                         MFS                       TEMPLETON      TEMPLETON
                                   GROWTH          MFS           NEW           MFS           ASSET        DEVELOPING
                                 WITH INCOME   HIGH INCOME    DISCOVERY    TOTAL RETURN   ALLOCATION    MARKETS EQUITY
                                 SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                 -----------   -----------   -----------   ------------   -----------   --------------
<S>                              <C>           <C>           <C>           <C>            <C>           <C>
INVESTMENT INCOME:
  Dividends.....................  $ --           $--           $ --          $--            $--            $    280
EXPENSES:
  Mortality and expense
   undertakings.................   (22,828)       (4,690)        (2,645)      (6,708)        (1,875)         (1,763)
                                  --------       -------       --------      -------        -------        --------
    Net investment income
     (loss).....................   (22,828)       (4,690)        (2,645)      (6,708)        (1,875)         (1,483)
                                  --------       -------       --------      -------        -------        --------
CAPITAL GAINS INCOME............    --            --             --           --             --             --
                                  --------       -------       --------      -------        -------        --------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........       710            28            346         (779)            28             219
  Net unrealized (depreciation)
   appreciation of investments
   during the period............   481,842        28,875        340,039       24,249         68,538         128,896
                                  --------       -------       --------      -------        -------        --------
    Net (loss) gain on
     investments................   482,552        28,903        340,385       23,470         68,566         129,115
                                  --------       -------       --------      -------        -------        --------
    Net increase in net assets
     resulting from
     operations.................  $459,724       $24,213       $367,980      $16,762        $66,691        $127,632
                                  ========       =======       ========      =======        =======        ========

<CAPTION>

                                    TEMPLETON       TEMPLETON
                                  GLOBAL GROWTH   INTERNATIONAL
                                   SUB-ACCOUNT     SUB-ACCOUNT
                                  -------------   -------------
<S>                               <C>             <C>
INVESTMENT INCOME:
  Dividends.....................     $  2,556        $--
EXPENSES:
  Mortality and expense
   undertakings.................       (5,111)         (6,084)
                                     --------        --------
    Net investment income
     (loss).....................       (2,555)         (6,084)
                                     --------        --------
CAPITAL GAINS INCOME............       12,366         --
                                     --------        --------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........           44           4,720
  Net unrealized (depreciation)
   appreciation of investments
   during the period............      149,371         197,847
                                     --------        --------
    Net (loss) gain on
     investments................      149,415         202,567
                                     --------        --------
    Net increase in net assets
     resulting from
     operations.................     $159,226        $196,483
                                     ========        ========
</TABLE>

            ---------------------------------------------------- 29
              ----------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION, JULY 1, 1999, TO DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                      HARTFORD      AMERICAN FUNDS
                                    MONEY MARKET        ASSET         AMERICAN FUNDS    AMERICAN FUNDS
                                        FUND          ALLOCATION           BOND         GLOBAL GROWTH
                                    SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
                                    ------------    --------------    --------------    --------------
<S>                                 <C>             <C>               <C>               <C>
OPERATIONS:
  Net investment income
   (loss).......................     $   34,072      $    83,006        $   62,965       $    27,048
  Capital gains income..........              2          625,352           --                432,861
  Net realized (loss) gain on
   security transactions........        --                  (693)               80             4,145
  Net unrealized (depreciation)
   appreciation of investments
   during the period............        --              (524,065)          (33,186)        1,882,450
                                     ----------      -----------        ----------       -----------
  Net increase in net assets
   resulting from operations....         34,074          183,600            29,859         2,346,504
                                     ----------      -----------        ----------       -----------
UNIT TRANSACTIONS:
  Purchases.....................      7,967,520        7,618,821         2,124,047         6,076,761
  Net transfers.................     (3,055,671)       3,527,799         1,800,607         3,965,843
  Surrenders for benefit
   payments and fees............       (111,248)         (27,297)          (19,732)          (31,290)
  Net annuity transactions......        --               --                --                --
                                     ----------      -----------        ----------       -----------
  Net increase in net assets
   resulting from unit
   transactions.................      4,800,601       11,119,323         3,904,922        10,011,314
                                     ----------      -----------        ----------       -----------
  Net increase in net assets....      4,834,675       11,302,923         3,934,781        12,357,818
NET ASSETS:
  Beginning of period...........        --               --                --                --
                                     ----------      -----------        ----------       -----------
  End of period.................     $4,834,675      $11,302,923        $3,934,781       $12,357,818
                                     ==========      ===========        ==========       ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 30
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                 AMERICAN FUNDS                                                                        FRANKLIN
                                  GLOBAL SMALL    AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   REAL ESTATE
                                 CAPITALIZATION       GROWTH       GROWTH-INCOME    INTERNATIONAL      NEW WORLD      SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                                 --------------   --------------   --------------   --------------   --------------   -----------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
OPERATIONS:
  Net investment income
   (loss).......................   $  (17,908)     $   (84,203)     $   110,091      $    21,200       $    2,708      $   (623)
  Capital gains income..........      620,472        5,334,235        7,081,509        1,256,215            1,824           343
  Net realized (loss) gain on
   security transactions........        1,272            1,809               52            1,316             (210)            3
  Net unrealized (depreciation)
   appreciation of investments
   during the period............      651,790        1,267,501       (5,740,055)       1,990,685          579,884         4,051
                                   ----------      -----------      -----------      -----------       ----------      --------
  Net increase in net assets
   resulting from operations....    1,255,626        6,519,342        1,451,597        3,269,416          584,206         3,774
                                   ----------      -----------      -----------      -----------       ----------      --------
UNIT TRANSACTIONS:
  Purchases.....................    4,912,426       29,873,970       30,646,309        9,369,647        3,017,760       198,158
  Net transfers.................    2,009,812       14,242,350       17,985,180        4,406,012        1,232,526       194,010
  Surrenders for benefit
   payments and fees............      (55,045)        (179,913)        (191,048)         (69,103)          (8,967)       (3,075)
  Net annuity transactions......      --               --               --               --               --             --
                                   ----------      -----------      -----------      -----------       ----------      --------
  Net increase in net assets
   resulting from unit
   transactions.................    6,867,193       43,936,407       48,440,441       13,706,556        4,241,319       389,093
                                   ----------      -----------      -----------      -----------       ----------      --------
  Net increase in net assets....    8,122,819       50,455,749       49,892,038       16,975,972        4,825,525       392,867
NET ASSETS:
  Beginning of period...........      --               --               --               --               --             --
                                   ----------      -----------      -----------      -----------       ----------      --------
  End of period.................   $8,122,819      $50,455,749      $49,892,038      $16,975,972       $4,825,525      $392,867
                                   ==========      ===========      ===========      ===========       ==========      ========

<CAPTION>
                                                     FRANKLIN
                                   FRANKLIN         STRATEGIC        MUTUAL SHARES
                                   SMALL CAP    INCOME INVESTMENTS    SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
                                  -----------   ------------------   -------------
<S>                               <C>           <C>                  <C>
OPERATIONS:
  Net investment income
   (loss).......................  $   (4,694)        $ 21,448         $   20,854
  Capital gains income..........           3         --                  --
  Net realized (loss) gain on
   security transactions........       1,333                8                 27
  Net unrealized (depreciation)
   appreciation of investments
   during the period............     734,313           (4,116)            40,984
                                  ----------         --------         ----------
  Net increase in net assets
   resulting from operations....     730,955           17,340             61,865
                                  ----------         --------         ----------
UNIT TRANSACTIONS:
  Purchases.....................   1,410,520          436,025          2,491,146
  Net transfers.................   1,321,166          449,194          1,310,620
  Surrenders for benefit
   payments and fees............     (19,461)          (4,025)           (11,115)
  Net annuity transactions......      --             --                  --
                                  ----------         --------         ----------
  Net increase in net assets
   resulting from unit
   transactions.................   2,712,225          881,194          3,790,651
                                  ----------         --------         ----------
  Net increase in net assets....   3,443,180          898,534          3,852,516
NET ASSETS:
  Beginning of period...........      --             --                  --
                                  ----------         --------         ----------
  End of period.................  $3,443,180         $898,534         $3,852,516
                                  ==========         ========         ==========
</TABLE>

            ---------------------------------------------------- 31
              ----------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------

HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION, JULY 1, 1999, TO DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                         MFS
                                       CAPITAL             MFS               MFS             MFS
                                    OPPORTUNITIES    EMERGING GROWTH    GLOBAL EQUITY      GROWTH
                                     SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                                    -------------    ---------------    -------------    -----------
<S>                                 <C>              <C>                <C>              <C>
OPERATIONS:
  Net investment income
   (loss).......................     $  (10,787)       $   (18,890)       $   (214)      $   (10,747)
  Capital gains income..........        --                --                 6,678            20,089
  Net realized gain (loss) on
   security transactions........           (178)            14,860              21               699
  Net unrealized appreciation
   (depreciation) of investments
   during the period............        848,865          2,619,921          23,558         1,389,371
                                     ----------        -----------        --------       -----------
  Net increase in net assets
   resulting from operations....        837,900          2,615,891          30,043         1,399,412
                                     ----------        -----------        --------       -----------
UNIT TRANSACTIONS:
  Purchases.....................      3,171,521          4,835,008         158,130         6,014,916
  Net transfers.................      1,789,502          2,803,121          95,487         3,039,764
  Surrenders for benefit
   payments and fees............        (65,866)           (44,896)         (2,163)          (56,152)
  Net annuity transactions......         43,250             44,561          --                43,250
                                     ----------        -----------        --------       -----------
  Net increase (decrease) in net
   assets resulting from unit
   transactions.................      4,938,407          7,637,794         251,454         9,041,778
                                     ----------        -----------        --------       -----------
  Net increase (decrease) in net
   assets.......................      5,776,307         10,253,685         281,497        10,441,190
NET ASSETS:
  Beginning of period...........        --                --                --               --
                                     ----------        -----------        --------       -----------
  End of period.................     $5,776,307        $10,253,685        $281,497       $10,441,190
                                     ==========        ===========        ========       ===========
</TABLE>

  *  From inception, July 1, 1999 to December 31, 1999.

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 32
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                     MFS                         MFS                       TEMPLETON      TEMPLETON
                                   GROWTH          MFS           NEW           MFS           ASSET        DEVELOPING
                                 WITH INCOME   HIGH INCOME    DISCOVERY    TOTAL RETURN   ALLOCATION    MARKETS EQUITY
                                 SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                 -----------   -----------   -----------   ------------   -----------   --------------
<S>                              <C>           <C>           <C>           <C>            <C>           <C>
OPERATIONS:
  Net investment income
   (loss)....................... $  (22,828)   $   (4,690)   $   (2,645)    $   (6,708)   $   (1,875)     $   (1,483)
  Capital gains income..........     --            --            30,240        --             --             --
  Net realized gain (loss) on
   security transactions........        710            28           346           (779)           28             219
  Net unrealized appreciation
   (depreciation) of investments
   during the period............    481,842        28,875       340,039         24,249        68,538         128,896
                                 ----------    ----------    ----------     ----------    ----------      ----------
  Net increase in net assets
   resulting from operations....    459,724        24,213       367,980         16,762        66,691         127,632
                                 ----------    ----------    ----------     ----------    ----------      ----------
UNIT TRANSACTIONS:
  Purchases.....................  5,093,520     1,427,075       764,906      1,487,466       394,881         485,858
  Net transfers.................  4,249,461       455,887       752,518      1,271,385       559,125         410,542
  Surrenders for benefit
   payments and fees............    (27,381)      (12,092)       (2,092)       (11,291)       (5,400)         (4,791)
  Net annuity transactions......     --            --            --            --             --             --
                                 ----------    ----------    ----------     ----------    ----------      ----------
  Net increase (decrease) in net
   assets resulting from unit
   transactions.................  9,315,600     1,870,870     1,515,332      2,747,560       948,606         891,609
                                 ----------    ----------    ----------     ----------    ----------      ----------
  Net increase (decrease) in net
   assets.......................  9,775,324     1,895,083     1,883,312      2,764,322     1,015,297       1,019,241
NET ASSETS:
  Beginning of period...........     --            --            --            --             --             --
                                 ----------    ----------    ----------     ----------    ----------      ----------
  End of period................. $9,775,324    $1,895,083    $1,883,312     $2,764,322    $1,015,297      $1,019,241
                                 ==========    ==========    ==========     ==========    ==========      ==========

<CAPTION>

                                    TEMPLETON       TEMPLETON
                                  GLOBAL GROWTH   INTERNATIONAL
                                   SUB-ACCOUNT     SUB-ACCOUNT
                                  -------------   -------------
<S>                               <C>             <C>
OPERATIONS:
  Net investment income
   (loss).......................   $   (2,555)     $   (6,084)
  Capital gains income..........       12,366         --
  Net realized gain (loss) on
   security transactions........           44           4,720
  Net unrealized appreciation
   (depreciation) of investments
   during the period............      149,371         197,847
                                   ----------      ----------
  Net increase in net assets
   resulting from operations....      159,226         196,483
                                   ----------      ----------
UNIT TRANSACTIONS:
  Purchases.....................    1,217,309         812,666
  Net transfers.................      836,607       1,116,318
  Surrenders for benefit
   payments and fees............       (9,304)       (164,889)
  Net annuity transactions......      --              147,966
                                   ----------      ----------
  Net increase (decrease) in net
   assets resulting from unit
   transactions.................    2,044,612       1,912,061
                                   ----------      ----------
  Net increase (decrease) in net
   assets.......................    2,203,838       2,108,544
NET ASSETS:
  Beginning of period...........      --              --
                                   ----------      ----------
  End of period.................   $2,203,838      $2,108,544
                                   ==========      ==========
</TABLE>

  *  From inception, July 1, 1999 to December 31, 1999.

            ---------------------------------------------------- 33
              ----------------------------------------------------
<PAGE>

 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31,1999

 1.  ORGANIZATION:

    Separate Account Seven (the Account) is a separate investment account within
    Hartford Life & Annuity Insurance Company (the Company) and is registered
    with the Securities and Exchange Commission (SEC) as a unit investment trust
    under the Investment Company Act of 1940, as amended. Both the Company and
    the Account are subject to supervision and regulation by the Department of
    Insurance of the State of Connecticut and the SEC. The Account invests
    deposits by variable life contractholders of the Company in various mutual
    funds (the Funds) as directed by the contractholders.

 2.  SIGNIFICANT ACCOUNTING POLICIES:

    The following is a summary of significant accounting policies of the
    Account, which are in accordance with generally accepted accounting
    principles in the investment company industry:

   a)  SECURITY TRANSACTIONS--Security transactions are recorded on the trade
       date (date the order to buy or sell is executed. Realized gains and
       losses on the sales of securities are computed on the basis of identified
       cost of the fund shares sold. Dividend and capital gains income is
       accrued as of the ex-dividend date. Capital gains income represents
       dividends from the Funds which are characterized as capital gains under
       tax regulations.

   b)  SECURITY VALUATION--The investment in shares of the Funds are valued at
       the closing net asset value per share as determined by the appropriate
       Fund as of December 31, 1999.

   c)  UNIT TRANSACTIONS--Unit transactions are executed based on the unit
       values calculated at the close of the business day.


   d)  FEDERAL INCOME TAXES--The operations of the Account form a part of, and
       are taxed with, the total operations of the Company, which is taxed as an
       insurance company under the Internal Revenue Code. Under current law, no
       Federal income taxes are payable with respect to the operations of the
       Account.


   e)  USE OF ESTIMATES--The preparation of financial statements in conformity
       with generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets and
       liabilities as of the date of the financial statements and the reported
       amounts of income and expenses during the period. Operating results in
       the future could vary from the amounts derived from management's
       estimates.

 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

    Deductions and Charges -- Certain amounts are deducted from the Contracts,
    as described below:

   a)  MORTALITY AND EXPENSE RISK CHARGES--The Company will make deductions at a
       maximum annual rate of 1.25% of the contract's value for the mortality
       and expense risks which the company undertakes. These expenses are
       included in surrenders for benefit payments and fees on the accompanying
       statements of changes in net assets.


   b)  TAX EXPENSE CHARGE--If applicable, the Company will make deductions at a
       maximum rate of 4.0% of the contract's value to meet premium tax
       requirements. An additional tax charge based on a percentage of the
       contract's value may be assessed to partial withdrawals or surrenders.


   c)  ADMINISTRATIVE CHARGE--The Company will make deductions to cover
       administrative expenses at a maximum annual rate of 0.15% of the
       contract's value. These expenses are included in surrenders for benefit
       payments and fees on the accompanying statements of changes in net
       assets.


   d)  ANNUAL MAINTENANCE FEE--An annual maintenance fee in the amount of $30
       may be deducted from the contract's value each contract year. However,
       this fee is not applicable to contracts with values of $50,000 or more,
       as determined on the most recent contract anniversary. These expenses are
       included in surrenders for benefit payments and fees on the accompanying
       statements of changes in net assets.

______________________________________ 34 ______________________________________
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-1
- --------------------------------------------------------------------------------

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

We have audited the accompanying statutory balance sheets of Hartford Life and
Annuity Insurance Company (a Connecticut Corporation and wholly owned subsidiary
of Hartford Life Insurance Company) (the Company) as of December 31, 1998 and
1997, and the related statutory statements of operations, changes in capital and
surplus, and cash flows for each of the three years in the period ended December
31, 1998. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these statutory
financial statements based on our audits.

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

The Company presents its financial statements in conformity with statutory
accounting practices as described in Note 1 of notes to statutory financial
statements. When statutory financial statements are presented for purposes other
than for filing with a regulatory agency, generally accepted auditing standards
require that an auditors' report on them state whether they are presented in
conformity with generally accepted accounting principles. The accounting
practices used by the Company vary from generally accepted accounting principles
as explained and quantified in Note 1.

In our opinion, because of the effects of the matter discussed in the preceding
paragraph, the statutory financial statements referred to above do not present
fairly, in conformity with generally accepted accounting principles, the
financial position of the Company as of December 31, 1998 and 1997, and the
results of its operations and its cash flows for each of the three years in the
period ended December 31, 1998.

However, in our opinion, the statutory financial statements referred to above
present fairly, in all material respects, the financial position of the Company
as of December 31, 1998 and 1997, and the results of its operations and its cash
flows for each of the three years in the period ended December 31, 1998 in
conformity with statutory accounting practices as described in Note 1.

                                         ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 26, 1999
<PAGE>
F-2                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                                 BALANCE SHEETS
                               (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                         AS OF DECEMBER 31,
                                                      -------------------------
                                                         1998          1997
                                                      -----------   -----------
 <S>                                                  <C>           <C>
 Assets
   Bonds...........................................   $ 1,453,792   $ 1,501,311
   Common stocks...................................        40,650        64,408
   Mortgage loans..................................        59,548        85,103
   Policy loans....................................        47,212        36,533
   Cash and short-term investments.................       469,955       309,432
   Other invested assets...........................         2,188        20,942
                                                      -----------   -----------
     Total cash and invested assets................     2,073,345     2,017,729
   Investment income due and accrued...............        20,126        15,878
   Premium balances receivable.....................           333           389
   Receivables from affiliates.....................            --         1,269
   Other assets....................................        45,358        22,788
   Separate account assets.........................    32,876,278    23,208,728
                                                      -----------   -----------
     Total Assets..................................   $35,015,440   $25,266,781
                                                      -----------   -----------
                                                      -----------   -----------
 Liabilities
   Aggregate reserves for future benefits..........   $   579,140   $   605,183
   Policy and contract claims......................         5,667         5,672
   Liability for premium and other deposit funds...     2,011,672     1,795,149
   Asset valuation reserve.........................        21,782        13,670
   Payable to affiliates...........................        19,271        20,972
   Other liabilities...............................      (974,882)     (754,393)
   Separate account liabilities....................    32,876,278    23,208,728
                                                      -----------   -----------
     Total liabilities.............................    34,538,928    24,894,981
                                                      -----------   -----------
 Capital and Surplus
   Common stock....................................         2,500         2,500
   Gross paid-in and contributed surplus...........       226,043       226,043
   Unassigned funds................................       247,969       143,257
                                                      -----------   -----------
     Total capital and surplus.....................       476,512       371,800
                                                      -----------   -----------
 Total liabilities, capital and surplus............   $35,015,440   $25,266,781
                                                      -----------   -----------
                                                      -----------   -----------
</TABLE>

                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-3
- --------------------------------------------------------------------------------

                            STATEMENTS OF OPERATIONS
                               (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Revenues
   Premiums and annuity considerations.............   $   469,343   $   296,645   $   250,244
   Annuity and other fund deposits.................     2,051,251     1,981,246     1,897,347
   Net investment income...........................       129,982       102,285        98,441
   Commissions and expense allowances on
    reinsurance ceded..............................       444,241       396,921       370,637
   Reserve adjustment on reinsurance ceded.........     3,185,590     3,672,076     3,864,395
   Other revenues..................................       458,190       288,632       161,906
                                                      -----------   -----------   -----------
     Total revenues................................     6,738,597     6,737,805     6,642,970
                                                      -----------   -----------   -----------
 Benefits and expenses
   Death and annuity benefits......................        43,390        66,176        60,194
   Disability and other benefit payments...........         6,114         7,316         6,555
   Surrenders......................................       739,663       454,417       270,165
   Commissions and other expenses..................       666,515       564,077       491,637
   Increase (Decrease) in aggregate reserves for
    future benefits................................       (26,043)       33,213        27,351
   Increase in liability for premium and other
    deposit funds..................................       216,523       640,006       207,156
   Net transfers to separate accounts..............     4,956,007     4,914,980     5,492,964
                                                      -----------   -----------   -----------
     Total benefits and expenses...................     6,602,169     6,680,185     6,556,022
                                                      -----------   -----------   -----------
 Net gain from operations
   Before federal income tax (benefit) expense.....       136,428        57,620        86,948
   Federal income tax (benefit) expense............        35,887       (14,878)       19,360
                                                      -----------   -----------   -----------
 Net gain from operations..........................       100,541        72,498        67,588
   Net realized capital gains, after tax...........         2,085         1,544           407
                                                      -----------   -----------   -----------
 Net income........................................   $   102,626   $    74,042   $    67,995
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>

                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
F-4                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                  STATEMENTS OF CHANGES IN CAPITAL AND SURPLUS
                               (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Common stock,
   Beginning and end of year.......................   $     2,500   $     2,500   $     2,500
                                                      -----------   -----------   -----------
 Gross paid-in and contributed surplus,
   Beginning and end of year.......................   $   226,043   $   226,043   $   226,043
                                                      -----------   -----------   -----------
 Unassigned funds
   Balance, beginning of year......................   $   143,257   $    74,570   $     9,791
   Net income......................................       102,626        74,042        67,995
   Change in net unrealized capital gains (losses)
    on common stocks and other invested assets.....         1,688         2,186        (5,171)
   Change in asset valuation reserve...............        (8,112)       (6,228)          568
   Change in non-admitted assets...................        (1,277)       (1,313)        1,387
   Credit on reinsurance ceded.....................         9,787            --            --
                                                      -----------   -----------   -----------
   Balance, end of year............................   $   247,969   $   143,257   $    74,570
                                                      -----------   -----------   -----------
 Capital and surplus,
   End of year.....................................   $   476,512   $   371,800   $   303,113
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>

                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-5
- --------------------------------------------------------------------------------

                            STATEMENTS OF CASH FLOWS
                               (STATUTORY BASIS)
                                     ($000)

<TABLE>
<CAPTION>
                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                      ---------------------------------------
                                                         1998          1997          1996
                                                      -----------   -----------   -----------
 <S>                                                  <C>           <C>           <C>
 Operations
   Premiums and annuity considerations.............   $ 2,520,655   $ 2,277,874   $ 2,147,627
   Investment income...............................       127,425       101,991       106,178
   Other income....................................     4,092,964     4,381,718     4,396,892
                                                      -----------   -----------   -----------
     Total income..................................     6,741,044     6,761,583     6,650,697
                                                      -----------   -----------   -----------
   Benefits paid...................................       790,051       529,733       338,998
   Federal income taxes (received) paid on
    operations.....................................        25,780       (14,499)       28,857
   Other expenses..................................     5,859,063     5,754,725     6,254,139
                                                      -----------   -----------   -----------
     Total benefits and expenses...................     6,674,894     6,269,959     6,621,994
                                                      -----------   -----------   -----------
     Net cash from operations......................        66,150       491,624        28,703
                                                      -----------   -----------   -----------
 Proceeds from investments
   Bonds...........................................       633,926       614,413       871,019
   Common stocks...................................        34,010        11,481        72,100
   Mortgage loans..................................        85,275            --            --
   Other...........................................           127           152            10
                                                      -----------   -----------   -----------
     Net investment proceeds.......................       753,338       626,046       943,129
                                                      -----------   -----------   -----------
   Taxes paid on capital gains.....................            --            --           936
   Other cash provided.............................         1,269            --        41,998
                                                      -----------   -----------   -----------
     Total proceeds................................       820,757     1,117,670     1,012,894
                                                      -----------   -----------   -----------
 Cost of investments acquired
   Bonds...........................................       586,913       848,267       914,523
   Common stocks...................................         7,012        28,302        82,495
   Mortgage loans..................................        59,702        85,103            --
   Other...........................................         1,168        18,548           130
                                                      -----------   -----------   -----------
     Total investments acquired....................       654,795       980,220       997,148
                                                      -----------   -----------   -----------
 Other cash applied
   Other...........................................         5,439         4,848        12,220
                                                      -----------   -----------   -----------
     Total other cash applied......................         5,439         4,848        12,220
                                                      -----------   -----------   -----------
     Total applications............................       660,234       985,068     1,009,368
                                                      -----------   -----------   -----------
 Net change in cash and short-term investments.....       160,523       132,602         3,526
 Cash and short-term investments, beginning of
  year.............................................       309,432       176,830       173,304
                                                      -----------   -----------   -----------
 Cash and short-term investments, end of year......   $   469,955   $   309,432   $   176,830
                                                      -----------   -----------   -----------
                                                      -----------   -----------   -----------
</TABLE>

                 The accompanying notes are an integral part of
                  these statutory basis financial statements.
<PAGE>
F-6                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

                         NOTES TO FINANCIAL STATEMENTS
                               (STATUTORY BASIS)
                               DECEMBER 31, 1998
                 (AMOUNTS IN THOUSANDS UNLESS OTHERWISE STATED)

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

ORGANIZATION

    Hartford Life and Annuity Insurance Company ("ILA" or "the Company"),
formerly known as ITT Hartford Life and Annuity Insurance Company, is a wholly
owned subsidiary of Hartford Life Insurance Company ("HLIC"), which is an
indirect subsidiary of Hartford Life, Inc. ("HLI"), which is majority owned by
The Hartford Financial Services Group, Inc. ("The Hartford"), formerly a wholly
owned subsidiary of ITT Corporation ("ITT"). On February 10, 1997, HLI filed a
registration statement, as amended, with the Securities and Exchange Commission
relating to the initial public offering of HLI Class A Common Stock (the
"Offering"). Pursuant to the Offering on May 22, 1997, HLI sold to the public 26
million shares, representing 18.6% of the equity ownership of HLI. On December
19, 1995, ITT Corporation distributed all the outstanding shares of The Hartford
to ITT shareholders of record in an action known herein as the "Distribution".
As a result of the Distribution, The Hartford became an independent, publicly
traded company. During 1996, ILA re-domesticated from the State of Wisconsin to
the State of Connecticut.

    ILA offers a complete line of ordinary and universal life insurance,
individual annuities and certain supplemental accident and health benefit
coverages.

BASIS OF PRESENTATION

    The accompanying ILA statutory basis financial statements were prepared in
conformity with statutory accounting practices prescribed or permitted by the
National Association of Insurance Commissioners ("NAIC"), the State of
Connecticut Department of Insurance and the State of Wisconsin for the 1996
period, as applicable. Certain prior year amounts and balances have been
reclassified to conform with current year presentation.

    Current prescribed statutory accounting practices include accounting
publications of the National Association of Insurance Commissioners ("NAIC"), as
well as state laws, regulations and general administrative rules. Permitted
statutory accounting practices encompass accounting practices approved by State
Insurance Departments. The Company does not follow any permitted statutory
accounting practices that have a material effect on statutory surplus, statutory
net income or risk-based capital.

    Final approval of the NAIC's proposed "Comprehensive Guide" on statutory
accounting principles was distributed in 1998. The requirements are effective
January 1, 2001, and are not expected to have a material impact on statutory
surplus of the Company.

    The preparation of financial statements in conformity with statutory
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reported period. Actual
results could differ from those estimates. The most significant estimates
include those used in determining the liability for aggregate reserves for
future benefits and the liability for premium and other deposit funds. Although
some variability is inherent in these estimates, management believes the amounts
provided are adequate.

    Statutory accounting practices and generally accepted accounting principles
("GAAP") differ in certain significant respects. These differences principally
involve:

(1) treatment of policy acquisition costs (commissions, underwriting and selling
    expenses, premium taxes, etc.) which are charged to expense when incurred
    for statutory purposes rather than on a pro-rata basis over the expected
    life of the policy for GAAP purposes;

(2) recognition of premium revenues, which for statutory purposes are generally
    recorded as collected or when due during the premium paying period of the
    contract and which for GAAP purposes, for universal life policies and
    investment products, generally, are only recorded for policy charges for the
    cost of insurance, policy administration and surrender charges assessed to
    policy account balances. Also, for GAAP purposes, premiums for traditional
    life insurance policies are recognized as revenues when they are due from
    policyholders and the retrospective deposit method is used in accounting for
    universal life and other types of contracts where the payment pattern is
    irregular or surrender charges are a significant source of profit. The
    prospective deposit method is used for GAAP purposes where investment
    margins are the primary source of profit;

(3) development of liabilities for future policy benefits, which for statutory
    purposes predominantly use interest rate and mortality assumptions
    prescribed by the NAIC which may vary considerably from interest and
    mortality assumptions used for GAAP financial reporting;
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-7
- --------------------------------------------------------------------------------

(4) providing for income taxes based on current taxable income (tax return) only
    for statutory purposes, rather than establishing additional assets or
    liabilities for deferred Federal income taxes to recognize the tax effect
    related to reporting revenues and expenses in different periods for
    financial reporting and tax return purposes;

(5) excluding certain GAAP assets designated as non-admitted assets (e.g.,
    negative Interest Maintenance Reserve, past due agents' balances and
    furniture and equipment) from the balance sheet for statutory purposes by
    directly charging surplus;

(6) establishing accruals for post-retirement and post-employment health care
    benefits currently, or using a twenty year phase-in approach, whereas GAAP
    liabilities are recorded upon adoption of the applicable standard;

(7) establishing a formula reserve for realized and unrealized losses due to
    default and equity risk associated with certain invested assets (Asset
    Valuation Reserve); as well as the deferral and amortization of realized
    gains and losses, motivated by changes in interest rates during the period
    the asset is held, into income over the remaining life to maturity of the
    asset sold (Interest Maintenance Reserve); whereas on a GAAP basis, no such
    formula reserve is required and realized gains and losses are recognized in
    the period the asset is sold;
(8) the reporting of reserves and benefits net of reinsurance ceded, where risk
    transfer has taken place, whereas on a GAAP basis, reserves are reported
    gross of reinsurance with reserve credits presented as recoverable assets;
    as well as, the accounting for retroactive reinsurance which is immediately
    charged to surplus for statutory accounting purposes whereas GAAP precludes
    immediate gain recognition unless the ceding enterprise's liability to its
    policyholders is extinguished; as well as reinsurance ceded that fails to
    meet GAAP risk transfer guidelines would result in deposit accounting for
    GAAP where as for statutory, reserves ceded and assumed would be reflected
    in the statutory basis statements of operations;

(9) the reporting of fixed maturities at amortized cost, whereas GAAP requires
    that fixed maturities be classified as "held-to-maturity",
    "available-for-sale" or "trading", based on the Company's intentions with
    respect to the ultimate disposition of the security and its ability to
    affect those intentions. The Company's bonds were classified on a GAAP basis
    as "available-for-sale" and accordingly, those investments and common stocks
    were reflected at fair value with the corresponding impact included as a
    component of Stockholder's Equity designated as "Net unrealized capital
    gains (losses) on securities net of tax". For statutory reporting purposes,
    Change in Net Unrealized Capital Gains (Losses) on Common Stocks and Other
    Invested Assets includes the change in unrealized gains (losses) on common
    stock reported at fair value; and

(10) separate account liabilities are valued on the Commissioner's Annuity
    Reserve Valuation Method ("CARVM"), with the surplus generated recorded as a
    liability to the general account (and a contra liability on the balance
    sheet of the general account), whereas GAAP liabilities are valued at
    account value.

    As of and for the years ended December 31, the significant differences
between Statutory and GAAP basis net income and capital and surplus for the
Company are as follows:

<TABLE>
<CAPTION>
                                         1998          1997          1996
                                     ------------  ------------  ------------
<S>                                  <C>           <C>           <C>
GAAP Net Income....................  $     74,525  $     58,050  $     41,202
Amortization and deferral of policy
 acquisition costs, net............      (331,882)     (345,657)     (341,571)
Change in unearned revenue
 reserve...........................        22,131         4,641        55,504
Deferred taxes.....................         2,476        47,092         2,090
Separate accounts..................       259,287       282,818       306,978
Asset impairments and
 write-downs.......................        17,250            --            --
Benefit reserve adjustment.........        32,759        24,666        (1,013)
Deposit accounting for Lyndon
 reinsurance (Note 3)..............        24,627            --            --
Other, net.........................         1,453         2,432         4,805
                                     ------------  ------------  ------------
Statutory Net Income...............  $    102,626  $     74,042  $     67,995
                                     ------------  ------------  ------------
                                     ------------  ------------  ------------
GAAP Capital and Surplus...........  $    648,097  $    570,469  $    503,887
Deferred policy acquisition
 costs.............................    (1,615,653)   (1,283,771)     (938,114)
Unearned revenue reserve...........       156,920       134,789       130,148
Deferred taxes.....................        68,936        64,522        12,823
Separate accounts..................     1,183,642       924,355       640,101
Asset impairments and
 write-downs.......................        17,250            --            --
Unrealized gains on bonds..........       (26,119)      (21,451)       (7,978)
Benefit reserve adjustment.........        65,029        16,378         7,035
Asset valuation reserve............       (21,782)      (13,670)       (7,442)
Adjustment relating to Lyndon
 contribution (Note 3).............            --       (23,671)      (36,126)
Other, net.........................           192         3,850        (1,221)
                                     ------------  ------------  ------------
Statutory Capital and Surplus......  $    476,512  $    371,800  $    303,113
                                     ------------  ------------  ------------
                                     ------------  ------------  ------------
</TABLE>

    As more fully described in Note 3, Lyndon Insurance Company (Lyndon) was
contributed to the Company on June 30, 1995. The GAAP net assets contributed
exceeded the statutory basis net assets by $41,277 as of December 31, 1995,
relating primarily to statutory reserves for future
<PAGE>
F-8                                  HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

benefits, GAAP deposit accounting receivables and deferred tax liabilities. In
1998, the majority of the former Lyndon's assumed business was recaptured by the
unaffiliated direct writer.

AGGREGATE RESERVES FOR FUTURE BENEFITS AND LIABILITY FOR PREMIUM AND OTHER
DEPOSIT FUNDS

    Aggregate reserves for payment of future life, health and annuity benefits
were computed in accordance with actuarial standards. Reserves for life
insurance policies are generally based on the 1958 and 1980 Commissioner's
Standard Ordinary Mortality Tables and various valuation rates ranging from 2.5%
to 6%. Accumulation and on-benefit annuity reserves are based principally on
individual annuity tables at various rates ranging from 2.5% to 8.75% and using
CARVM. Accident and health reserves are established using a two year preliminary
term method and morbidity tables based on Company experience.

    ILA has established separate accounts to segregate the assets and
liabilities of certain annuity contracts that must be segregated from the
Company's general assets under the terms of the contracts. The assets consist
primarily of marketable securities reported at market value. Premiums, benefits
and expenses of these contracts are reported in the statutory basis statements
of operations.

INVESTMENTS

    Investments in bonds are carried at amortized cost. Bonds that are deemed
ineligible to be held at amortized cost by the NAIC Securities Valuation Office
("SVO") are carried at the appropriate SVO published value. When a permanent
reduction in the value of publicly traded securities occurs, the decrease is
reported as a realized loss and the carrying value is adjusted accordingly.
Short-term investments consist of money market funds and are stated at cost,
which approximates fair value. Common stocks are carried at fair value with the
current year change in the difference from cost reflected in surplus. Other
invested assets are generally recorded at fair value.

    The Company uses a variety of derivative financial instruments as part of an
overall risk management strategy. These instruments, including interest rate and
foreign currency swaps, caps, and floors are used as a means of hedging exposure
to price, foreign currency and/or interest rate risk on planned investment
purchases or existing assets and liabilities. The Company does not hold or issue
derivative financial instruments for trading purposes. Derivatives must be
designated at inception as a hedge measured for effectiveness both at inception
and on an ongoing basis. The Company's correlation threshold for hedge
designation is 80% to 120%. If correlation, which is assessed monthly and
measured based on a rolling three month average, falls outside the 80% to 120%
range, hedge accounting will be terminated.

    Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to net investment income. Should the swap be terminated the gains or losses are
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in net investment income. Interest rate swaps purchased in
anticipation of an asset purchase ("anticipatory transaction") are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the statutory basis statements of operations while
the change in market value is recognized as an unrealized gain or loss. Foreign
currency swaps are similar to interest rate swaps except there is an initial
exchange of principal in two currencies and an agreement to re-exchange the
currencies at a future date, at an agreed upon exchange rate.

    Premiums paid on purchased floor or cap agreements and the premium received
on issued cap or floor agreements (used for risk management) are adjusted into
the basis of the applicable asset and amortized over the asset life. Gains or
losses on termination of such positions are adjusted into the basis of the asset
or liability and amortized over the remaining asset life. Net payments are
recognized as an adjustment to income or basis adjusted and amortized depending
on the specific hedge strategy.

    Derivatives used to create a synthetic asset must meet synthetic accounting
criteria, including designation at inception and consistency of terms between
the synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
they are intended to replicate. Derivatives which fail to meet risk management
criteria subsequent to acquisition, are accounted for at fair market value with
the impact reflected in the statutory basis statements of operations.

    Open forward commitment contracts are marked to market through surplus. Such
contracts are accounted for at settlement by recording the purchase of specified
securities at the previously committed price. Gains or losses resulting from
termination of the forward commitment contracts before the delivery of the
securities are recognized immediately in the statutory basis statements of
operations as a component of Net Realized Capital Gains, after tax.

    The Asset Valuation Reserve ("AVR") is designed to provide a standardized
reserving process for realized and unrealized losses due to default and equity
risks associated with invested assets. The reserve increased $8,112 and $6,228
in 1998 and 1997, respectively and decreased $(568) in 1996. Additionally, the
Interest Maintenance Reserve ("IMR") captures net realized capital gains and
losses, net
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                  F-9
- --------------------------------------------------------------------------------

of applicable income taxes, resulting from changes in interest rates and
amortizes these gains or losses into income over the life of the mortgage loan
or bond sold. The IMR balance as of December 31, 1998 and December 31, 1997 was
$452 and $(193), respectively and is reflected in Other Liabilities and as a
component of non-admitted assets in Unassigned Funds for each of the years then
ended. For the years ended December 31, 1998, 1997 and 1996, amortization of IMR
is included in Other Revenues and was $(207), $(85) and $(392), respectively.
Realized capital gains and losses, net of taxes not included in IMR are reported
in the statutory basis statements of operations. Realized investment gains and
losses are determined on a specific identification basis.

OTHER LIABILITIES

    The amount reflected in other liabilities includes a receivable from the
separate accounts of $1,187 million and $923 million as of December 31, 1998 and
1997, respectively. The balances are classified in accordance with NAIC
prescribed practices.
MORTGAGE LOANS

    Mortgage loans, which are carried at cost and approximate fair value,
include investments in assets backed by mortgage loan pools.
 2. INVESTMENTS:

(a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                      1998        1997       1996
                                   ----------  ----------  ---------
<S>                                <C>         <C>         <C>
Interest income from bonds and
 short-term investments..........  $  123,370  $  100,475  $  89,940
Interest income from policy
 loans...........................       3,133       1,958      1,846
Interest and dividends from other
 investments.....................       4,482       1,005      7,864
                                   ----------  ----------  ---------
Gross investment income..........     130,985     103,438     99,650
Less: investment expenses........       1,003       1,153      1,209
                                   ----------  ----------  ---------
Net investment income............  $  129,982  $  102,285  $  98,441
                                   ----------  ----------  ---------
                                   ----------  ----------  ---------
</TABLE>

(b) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON COMMON STOCKS

<TABLE>
<CAPTION>
                                    1998       1997       1996
                                  ---------  ---------  ---------
<S>                               <C>        <C>        <C>
Gross unrealized capital gains..  $   2,204  $     537  $     713
Gross unrealized capital
 losses.........................     (1,871)    (1,820)    (4,160)
                                  ---------  ---------  ---------
Net unrealized capital
 (losses)/gains.................        333     (1,283)    (3,447)
Balance, beginning of year......     (1,283)    (3,447)     1,724
                                  ---------  ---------  ---------
Change in net unrealized capital
 gains (losses) on Common
 stocks.........................  $   1,616  $   2,164  $  (5,171)
                                  ---------  ---------  ---------
                                  ---------  ---------  ---------
</TABLE>

(c) COMPONENTS OF NET UNREALIZED CAPITAL GAINS (LOSSES) ON BONDS AND SHORT-TERM
INVESTMENTS

<TABLE>
<CAPTION>
                                   1998       1997        1996
                                ----------  ---------  ----------
<S>                             <C>         <C>        <C>
Gross unrealized capital
 gains........................  $   10,905  $  23,357  $   11,821
Gross unrealized capital
 losses.......................        (833)    (1,906)     (3,842)
                                ----------  ---------  ----------
Net unrealized capital
 gains........................      10,072     21,451       7,979
Balance, beginning of year....      21,451      7,979      20,877
                                ----------  ---------  ----------
Change in net unrealized
 capital gains on bonds and
 short-term investments.......  $  (11,379) $  13,472  $  (12,898)
                                ----------  ---------  ----------
                                ----------  ---------  ----------
</TABLE>

(d) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Bonds and short-term investments....  $   1,314  $    (120) $   2,756
Common stocks.......................      1,624         --         --
Real estate and other...............         (1)       114         --
                                      ---------  ---------  ---------
Realized capital (losses) gains.....      2,937         (6)     2,756
Capital gains (benefit) tax.........         --       (831)       936
                                      ---------  ---------  ---------
Net realized capital gains..........      2,937        825      1,820
Amounts transferred to IMR..........        852       (719)     1,413
                                      ---------  ---------  ---------
Net realized capital gains..........  $   2,085  $   1,544  $     407
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>

(e) OFF-BALANCE SHEET INVESTMENTS

    The Company had no significant financial instruments with off-balance sheet
risk as of December 31, 1998.

(f) CONCENTRATION OF CREDIT RISK

    The Company has invested in securities of a single issuer, Bankers Trust
Corporation, in an amount greater than 10% of the Company's statutory capital
and surplus. The statement value of this investment was $105,221 as of December
31, 1998. The NAIC ratings on these holdings were 1z and 2. Excluding this and
U.S. government and government agency investments, the Company had no other
significant concentrations of credit risk as of December 31, 1998.

<PAGE>
F-10                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

(g) BONDS, SHORT-TERM INVESTMENTS AND COMMON STOCKS

<TABLE>
<CAPTION>
                                                                                         1998
                                                                   ------------------------------------------------
                                                                                 GROSS        GROSS
                                                                   AMORTIZED   UNREALIZED   UNREALIZED   ESTIMATED
                                                                      COST       GAINS        LOSSES     FAIR VALUE
                                                                   ----------  ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
U.S. government and government agencies and authorities:
  -- Guaranteed and sponsored....................................  $    4,982   $    35       $  (2)     $    5,015
  -- Guaranteed and sponsored -- asset-backed....................      75,615        --          --          75,615
States, municipalities and political subdivisions................      10,402       415          --          10,817
International governments........................................       7,466       568          --           8,034
Public utilities.................................................      94,475     1,330         (39)         95,766
All other corporate..............................................     607,679     8,473        (792)        615,360
All other corporate -- asset-backed..............................     505,900        --          --         505,900
Short-term investments...........................................     343,783        --          --         343,783
Certificates of deposit..........................................     130,216        84          --         130,300
Parents, subsidiaries and affiliates.............................     117,057        --          --         117,057
                                                                   ----------  ----------   ----------   ----------
Total bonds and short-term investments...........................  $1,897,575   $10,905       $(833)     $1,907,647
                                                                   ----------  ----------   ----------   ----------
                                                                   ----------  ----------   ----------   ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                 GROSS        GROSS
                                                                               UNREALIZED   UNREALIZED   ESTIMATED
                                                                     COST        GAINS        LOSSES     FAIR VALUE
                                                                   ---------   ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
    Common stock -- unaffiliated.................................   $ 4,933      $  290      $   (50)     $ 5,173
    Common stock -- affiliated...................................    35,384       1,914       (1,821)      35,477
                                                                   ---------   ----------   ----------   ----------
    Total common stocks..........................................   $40,317      $2,204      $(1,871)     $40,650
                                                                   ---------   ----------   ----------   ----------
                                                                   ---------   ----------   ----------   ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                         1997
                                                                   ------------------------------------------------
                                                                                 GROSS        GROSS
                                                                   AMORTIZED   UNREALIZED   UNREALIZED   ESTIMATED
                                                                      COST       GAINS        LOSSES     FAIR VALUE
                                                                   ----------  ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
U.S. government and government agencies and authorities:
  -- Guaranteed and sponsored....................................  $   11,114   $    55      $   (51)    $   11,118
  -- Guaranteed and sponsored -- asset-backed....................      55,506     1,056         (269)        56,293
States, municipalities and political subdivisions................      26,404       329           --         26,733
International governments........................................       7,609       500           --          8,109
Public utilities.................................................      73,024       754         (132)        73,646
All other corporate..............................................     517,715    14,110         (704)       531,121
All other corporate -- asset-backed..............................     630,069     5,005         (739)       634,335
Short-term investments...........................................     277,330        33           (8)       277,355
Certificates of deposit..........................................      93,770     1,515           (3)        95,282
Parents, subsidiaries and affiliates.............................      86,100        --           --         86,100
                                                                   ----------  ----------   ----------   ----------
Total bonds and short-term investments...........................  $1,778,641   $23,357      $(1,906)    $1,800,092
                                                                   ----------  ----------   ----------   ----------
                                                                   ----------  ----------   ----------   ----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                 GROSS        GROSS
                                                                               UNREALIZED   UNREALIZED   ESTIMATED
                                                                     COST        GAINS        LOSSES     FAIR VALUE
                                                                   ---------   ----------   ----------   ----------
<S>                                                                <C>         <C>          <C>          <C>
    Common stock -- unaffiliated.................................   $30,307       $537       $    --      $30,844
    Common stock -- affiliated...................................    35,384         --        (1,820)      33,564
                                                                   ---------     -----      ----------   ----------
    Total common stocks..........................................   $65,691       $537       $(1,820)     $64,408
                                                                   ---------     -----      ----------   ----------
                                                                   ---------     -----      ----------   ----------
</TABLE>

    The amortized cost and estimated fair value of bonds and short-term
investments as of December 31, 1998 by estimated maturity year are shown below.
Asset-backed securities, including mortgage backed securities and
collaterialized mortgage obligations, are distributed to maturity year based on
ILA's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. Expected maturities differ from contractual
maturities due to call or repayment provisions.

<TABLE>
<CAPTION>
                                      AMORTIZED     ESTIMATED
             MATURITY                    COST       FAIR VALUE
- -----------------------------------  ------------  ------------
<S>                                  <C>           <C>
One year or less...................  $    788,845  $    792,826
Over one year through five years...       689,025       692,811
Over five years through ten
 years.............................       308,661       310,357
Over ten years.....................       111,044       111,653
                                     ------------  ------------
Total..............................  $  1,897,575  $  1,907,647
                                     ------------  ------------
                                     ------------  ------------
</TABLE>

<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 F-11
- --------------------------------------------------------------------------------

    Proceeds from sales and maturities of investments in bonds and short-term
investments during 1998, 1997 and 1996 were $1,354,563, $1,435,820 and
$1,139,073, respectively, resulting in gross realized gains of $1,705, $964 and
$3,675, respectively, and gross realized losses of $391, $1,084 and $919,
respectively, before transfers to IMR.

(h) FAIR VALUE OF FINANCIAL INSTRUMENTS BALANCE SHEET ITEMS (IN MILLIONS):

<TABLE>
<CAPTION>
                                                1998                        1997
                                     --------------------------  --------------------------
                                       CARRYING     ESTIMATED      CARRYING     ESTIMATED
                                        AMOUNT      FAIR VALUE      AMOUNT      FAIR VALUE
                                     ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
ASSETS
  Bonds and short-term
   investments.....................  $     1,898   $     1,908   $     1,779   $     1,800
  Common stocks....................           41            41            64            64
  Policy loans.....................           47            47            37            37
  Mortgage loans...................           60            60            85            85
  Other invested assets............            2             2            21            21
LIABILITIES
  Liabilities on investment
   contracts.......................  $     2,053   $     2,129   $     1,911   $     1,835
</TABLE>

    The estimated fair value of bonds and short-term investments was determined
by the Company primarily using NAIC market values. The carrying amounts for
policy loans approximates fair value. The fair value of mortgage loans was
determined by discounting future expected cash flows using interest rates
currently being offered for similar loans. The fair value of liabilities on
investment contracts is determined by forecasting future cash flows and
discounting the forecasted cash flows at current market interest rates.

 3. AGGREGATE RESERVES FOR FUTURE BENEFITS

    The Company's existing reserves consist of life, health, annuity and
supplementary contracts. The Company cedes and assumes insurance to and from
non-affiliated insurers in order to limit its maximum loss. Such transfers do
not relieve the Company or the unaffiliated reinsured of their primary
liabilities. The Company cedes to RGA Reinsurance Company and its affiliate
Employers Reassurance Corporation, on a modified coinsurance basis, 80% of the
variable annuity business written since 1994 and 100% of the variable life and
variable universal life excess sales load refund obligation effective 1998.
There were no material reinsurance recoverables from reinsurers outstanding as
of, and for the years ended, December 31, 1998 and 1997.

    A summary of reinsurance information as of and for the years ended December
31, follows:
<TABLE>
<CAPTION>
1998                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    483,328  $     24,954  $    (38,939) $    469,343
Death, Annuity, Disability and
 Other Benefits....................  $     64,331  $      1,574  $    (16,401) $     49,504
Surrenders.........................  $    739,663  $         --  $         --  $    739,663
Aggregate Reserves for Future
 Benefits..........................  $    713,425  $         --  $   (134,285) $    579,140
Policy and Contract Claims.........  $      5,895  $         85  $       (313) $      5,667

<CAPTION>

1997                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    266,427  $     51,630  $    (21,412) $    296,645
Death, Annuity, Disability and
 Other Benefits....................  $     79,779  $        839  $     (7,126) $     73,492
Surrenders.........................  $    454,417  $         --  $         --  $    454,417
Aggregate Reserves for Future
 Benefits..........................  $    651,820  $         --  $    (46,637) $    605,183
Policy and Contract Claims.........  $      5,861  $        157  $       (346) $      5,672
<CAPTION>

1996                                    DIRECT       ASSUMED        CEDED          NET
- -----------------------------------  ------------  ------------  ------------  ------------
<S>                                  <C>           <C>           <C>           <C>
Premium and Annuity
 Considerations....................  $    226,612  $     33,817  $    (10,185) $    250,244
Death, Annuity, Disability and
 Other Benefits....................  $     34,950  $     35,138  $     (3,339) $     66,749
Surrenders.........................  $    270,165  $         --  $         --  $    270,165
</TABLE>

    In connection with the distribution described in Note 1, on June 30, 1995,
the assets of Lyndon were contributed to the Company. The statutory basis assets
in excess of statutory basis liabilities was approximately $112 million and was
reflected as an increase in Gross Paid-In and Contributed Surplus at December
31, 1995. In 1998, the majority of former Lyndon's assumed business was
recaptured by the unaffiliated direct writer. A ceding commission of $25,622 and
change in reserve of $26,404 for the year ended December 31, 1998, is reflected
in Other Revenue and Increase/(Decrease) in Aggregate Reserves for Future
Benefits in the statutory basis statements of operations, respectively.
<PAGE>
F-12                                 HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
- --------------------------------------------------------------------------------

    Analysis of Annuity Actuarial Reserves and Deposit Liabilities by Withdrawal
Characteristics as of December 31, 1998 (including general and separate account
liabilities) are as follows:

<TABLE>
<CAPTION>
                                                          % OF
SUBJECT TO DISCRETIONARY WITHDRAWAL:        AMOUNT        TOTAL
- ---------------------------------------  -------------  ---------
<S>                                      <C>            <C>
With market value adjustment...........  $       4,563       0.0%
At book value less current surrender
 charge of 5% or more..................      1,378,056       4.1%
At market value........................     31,087,511      93.8%
                                         -------------  ---------
Total with adjustment or at market
 value.................................     32,470,130      97.9%
At book value without adjustment
 (minimal or no charge or
 adjustment)...........................        665,159       2.0%
Not subject to discretionary
 withdrawal............................         19,739       0.1%
                                         -------------  ---------
Reinsurance ceded......................     33,155,028
    Total, net.........................  $  33,155,028
                                         -------------
                                         -------------
</TABLE>

 4. RELATED PARTY TRANSACTIONS:

    Transactions between the Company and its affiliates within The Hartford
relate principally to tax settlements, reinsurance, rental and service fees,
capital contributions and payments of dividends. The Company has also invested
in bonds of its affiliates, Hartford Financial Services Corporation and HL
Investment Advisors, Inc., and common stock of its subsidiary, ITT Hartford
Life, LTD.

 5. FEDERAL INCOME TAXES:

    The Company and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. Federal income tax return will make
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be
determined as though the Company were filing separate Federal, state and local
income tax returns.

    As long as The Hartford continues to own at least 80% of the combined voting
power and 80% of the value of the outstanding capital stock of HLI, the Company
will be included for Federal income tax purposes in the consolidated group of
which The Hartford is the common parent. It is the intention of The Hartford and
its non-life subsidiaries to file a single consolidated Federal income tax
return. The life insurance companies will file a separate consolidated Federal
income tax return. Federal income taxes (received) paid by the Company for
operations and capital gains were $25,780, $(14,499) and $29,793 in 1998, 1997
and 1996, respectively. The effective tax rate was 26%, (26)% and 22% in 1998,
1997 and 1996, respectively.

    The Company is currently under audit by the Internal Revenue Service (IRS)
for the three year tax period ending 1995. The audit is not yet complete. As of
December 31, 1998, the Company does not currently expect any material
adjustments to arise from this audit.

    The following schedule provides a reconciliation of the tax provision at the
U.S. Federal Statutory rate to Federal income tax (benefit) expense (in
millions):

<TABLE>
<CAPTION>
                                              1998       1997       1996
                                            ---------  ---------  ---------
<S>                                         <C>        <C>        <C>
Tax provision at U.S. Federal statutory
 rate.....................................  $      48  $      20  $      30
Tax deferred acquisition costs............         25         25         27
Statutory to tax reserve differences......          8          1         --
Unrealized gain on separate accounts......        (41)       (44)       (21)
Investments and other.....................         (4)       (17)       (17)
                                            ---------  ---------  ---------
Federal income tax (benefit) expense......  $      36  $     (15) $      19
                                            ---------  ---------  ---------
                                            ---------  ---------  ---------
</TABLE>

 6.CAPITAL AND SURPLUS AND SHAREHOLDER DIVIDEND RESTRICTIONS:

    The maximum amount of dividends which can be paid, without prior approval,
by State of Connecticut insurance companies to shareholders is generally
restricted to the greater of 10% of surplus as of the preceding December 31st or
the net gain from operations for the previous year. Dividends are paid as
determined by the Board of Directors and are not cumulative. No dividends were
paid in 1998, 1997 and 1996. The amount available for dividend in 1999 is
$100,541.

 7. PENSION PLANS AND OTHER POST-RETIREMENT AND POST-EMPLOYMENT BENEFITS:

    HLI's employees are included in The Hartford's non-contributory defined
benefit pension plans. These plans provide pension benefits that are based on
years of service and the employee's compensation during the last ten years of
employment. HLI's funding policy is to contribute annually an amount between the
minimum funding requirements set forth in the Employee Retirement Income
Security Act of 1974, as amended, and the maximum amount that can be deducted
for U.S. Federal income tax purposes. Generally, pension costs are funded
through the purchase of affiliated group pension contracts. The cost to HLI was
approximately $9,000 in 1998 and $7,000 in both 1997 and 1996.

    HLI also provides, through The Hartford, certain health care and life
insurance benefits for eligible retired employees. A substantial portion of
HLI's employees may become eligible for these benefits upon retirement. HLI's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions. HLI has prefunded a portion of the
health care and life insurance obligations through trust funds where such
prefunding can be accomplished on a tax effective basis. Postretirement health
care and life insurance
<PAGE>
HARTFORD LIFE AND ANNUITY INSURANCE COMPANY                                 F-13
- --------------------------------------------------------------------------------

benefits expense, allocated by The Hartford, was immaterial to the results of
operations for 1998, 1997 and 1996.

    The assumed rate in the per capita cost of health care (the health care
trend rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003.
Increasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions, the effect will be amortized over the average future
service of covered employees.

 8. SEPARATE ACCOUNTS:

    The Company maintains separate account assets and liabilities totaling $32.9
billion and $23.2 billion as of December 31, 1998 and 1997, respectively.
Separate account assets are reported at fair value and separate account
liabilities are determined in accordance with CARVM, which approximates the
market value less applicable surrender charges. Separate account assets are
segregated from other investments, the policyholder assumes the investment risk,
and the investment income and gains and losses accrue directly to the
policyholder. Separate account management fees, net of minimum guarantees, were
$360 million, $252 million and $144 million in 1998, 1997 and 1996,
respectively, and are recorded as a component of other revenues on the statutory
basis statements of operations.

 9. COMMITMENTS AND CONTINGENCIES:

    As of December 31, 1998, the Company had no material contingent liabilities,
nor had the Company committed any surplus funds for any contingent liabilities
or arrangements. The Company is involved in pending and threatened litigation in
the normal course of its business in which claims for monetary and punitive
damages have been asserted. Although there can be no assurances, at the present
time the Company does not anticipate that the ultimate liability arising from
such pending or threatened litigation, after consideration of provisions made
for potential losses and costs of defense, will have a material adverse effect
on the statutory capital and surplus of the Company.

    As discussed in Note 5, issues may potentially be raised by the IRS in
future audits of open years. Management does not believe that possible audit
adjustments will have a material effect on the statutory capital and surplus of
the Company.

    Under insurance guaranty fund laws in each state, insurers licensed to do
business can be assessed up to prescribed limits for policyholder losses
incurred by insolvent companies. The amount of any future assessments on ILA
under these laws cannot be reasonably estimated. Most of the laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's own financial strength. Additionally, guaranty fund assessments are
used to reduce state premium taxes paid by the Company in certain states. ILA
paid guaranty fund assessments of $1,043, $1,544 and $1,262 in 1998, 1997 and
1996, respectively. ILA incurred guaranteed fund expense of $548 in 1998, 1997
and 1996.
<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 to be filed by Amendment.(1)

        (2)  Not applicable.

        (3)  (a)   Principal Underwriter Agreement.(2)

        (3)  (b)   Form of Dealer Agreement.(2)

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

        (5)  Form of Application.

        (6)  (a)   Articles 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.


- ---------------------------------
      (1)    Incorporated by reference to Post-Effective Amendment No. 2, to
             the Registration Statement File No. 33-73570, dated May 1, 1995.

      (2)    Incorporated by reference to Post Effective Amendment No. 3, to
             the Registration Statement File No. 33-73570, dated April 29,
             1996.

      (3)    Incorporated by reference to Post Effective Amendment No. 19, to
             the Registration Statement File No. 33-73570, filed on April 14,
             1997.

      (4)    Incorporated by reference to the Initial Filing to the Registration
             Statement, File No. 333-91921, filed on December 1, 1999.


<PAGE>



        (11) No financial statements are omitted.

        (12) Not applicable.

        (13) Not applicable.

        (14) Not applicable.

        (15) Copy of Power of Attorney.

        (16) Organizational Chart.

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
- -------------------------------------------- -------------------------------------------------------------------------

NAME                                         POSITION WITH HARTFORD
- -------------------------------------------- -------------------------------------------------------------------------
<S>                                          <C>
 David A. Carlson                             Vice President
- -------------------------------------------- -------------------------------------------------------------------------
 Peter W. Cummins                             Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
 Bruce W. Ferns                               Vice President
- -------------------------------------------- -------------------------------------------------------------------------
 Timothy M. Fitch                             Vice President & Actuary
- -------------------------------------------- -------------------------------------------------------------------------
 Mary Jane B. Fortin                          Vice President & Chief Accounting Officer
- -------------------------------------------- -------------------------------------------------------------------------
 David T. Foy                                 Senior Vice President, Chief Financial Officer & Treasurer, Director*
- -------------------------------------------- -------------------------------------------------------------------------
 Lynda Godkin                                 Senior Vice President, General Counsel and Corporate Secretary,
                                              Director*
- -------------------------------------------- -------------------------------------------------------------------------
 Lois W. Grady                                Senior Vice President
- -------------------------------------------- -------------------------------------------------------------------------
 Stephen T. Joyce                             Senior 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 and Chief Investment Officer, Director*
- -------------------------------------------- -------------------------------------------------------------------------
</TABLE>

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.


<PAGE>

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

         Registrant

         Filed herewith as Exhibit 16.

Item 27. Number of Contract Owners

         As of December 31, 1999, there were 3,833 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 becomes subject by
         reason of being or having been an employees or officers of the
         Registrant. Connecticut law does not prescribe standards for
         the indemnification of officers, employees and agents and
         expressly states that their indemnification may be broader than
         the right of indemnification granted to directors.

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

         Notwithstanding the fact that Connecticut law obligates the
         Registrant to indemnify a only a director that was successful
         on the merits in a suit, under Article VIII, 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 a 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

<PAGE>


         payments that it shall make to directors and officers pursuant to law
         and will, subject to certain exclusions contained in the
         policy, further pay any other costs, charges and expenses and
         settlements and judgments arising from any proceeding involving
         any director or officer of the Registrant in his past or
         present capacity as such, and for which he may be liable,
         except as to any liabilities arising from acts that are deemed
         to be uninsurable.

         Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 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







<PAGE>

             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
            Hartford Life and Annuity Insurance Company - Separate Account Seven
            Hart Life Insurance Company - Separate Account One
            Hart Life Insurance Company - Separate Account Two
            American Maturity Life Insurance Company - Separate Account AMLVA
            Servus Life Insurance Company - Separate Account One
            Servus Life Insurance Company - Separate Account Two

<TABLE>
<CAPTION>
           (b)  Directors and Officers of HSD

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





<PAGE>


         (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.

         (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 Town of Simsbury, and State of Connecticut on this 4th day of
February, 2000.


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


By:  THOMAS M. MARRA                               *By:  /s/ MARIANNE O'DOHERTY
    ---------------------------------------             -----------------------
     Thomas M. Marra, Executive Vice President*           Marianne O'Doherty
                                                          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.


David T. Foy, Senior Vice President, Chief
    Financial Officer & Treasurer, Director*
Lynda Godkin, Senior Vice President,
  General Counsel & Corporate Secretary, Director*
Thomas M. Marra, Executive Vice                      *By: /s/ MARIANNE O'DOHERTY
  President, Director*                                   -----------------------
Lowndes A. Smith, President &                            Marianne O'Doherty
  Chief Executive Officer, Director*                     Attorney-In-Fact
David M. Znamierowski, Senior Vice President and
  Chief Invesetment Officer, Director*                   Dated: February 4, 2000



<PAGE>


                                  EXHIBIT INDEX


 (5)     Form of Application.

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

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

(15)     Power of Attorney.

(16)     Organizational Chart.


<PAGE>
<TABLE>
<S>                                       <C>            <C>                        <C>
- -----------------------------------                      U.S.P.S.-First Class or    Hartford Life - IPS
HARTFORD LEADERS PLUS (COUNTRYWIDE)                      Express-Mail to:           P.O. Box 5085
- -----------------------------------       [LOGO]                                    Hartford, CT 06102-5085
                                                         Private Express Mail:      Hartford Life - IPS
REQUEST FOR HARTFORD LEADERS PLUS                                                   200 Hopmeadow Street
VARIABLE ANNUITY                                                                    Simsbury, CT 06089

/ / Hartford Life Insurance Company
/ / Hartford Life and Annuity Insurance Company
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S>                                                        <C>
1. CONTRACT OWNER Ownership Type: / / Individual / / Trust / / CRT / / UGMA / / UTMA / / NRA / / Corporation
                                  / / Other ___________
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F       U.S. Citizen: / / Yes / / No
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
ADDITIONAL OWNER INFORMATION (IE, NAME OF TRUST/CORPORATION) |  Email Address
                                                             |
- -------------------------------------------------------------------------------------------------------------
Social Security Number/TIN                                   |  Date of Birth    |  Daytime Telephone Number
                                                             |                   |
- -------------------------------------------------------------------------------------------------------------
Street Address                                               |  City             |  State   | ZIP
                                                             |                   |          |
- -------------------------------------------------------------------------------------------------------------
2. JOINT CONTRACT OWNER (If any)                             |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
U.S. Citizen: / / Yes / / No                                 |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |      Last Name       |  Relationship to Contract Owner
                                      |                      |
- -------------------------------------------------------------------------------------------------------------
3. ANNUITANT (If different from Contract Owner)              |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name         |  Daytime Telephone Number
                                      |                      |
- -------------------------------------------------------------------------------------------------------------
Street Address                                               |  City             |  State   | ZIP
                                                             |                   |          |
- -------------------------------------------------------------------------------------------------------------
4. CONTINGENT ANNUITANT (If applicable)                      |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
5. BENEFICIARY (IES) (Unless indicated otherwise, proceeds will be divided equally. Please attach a separate
sheet to add additional beneficiaries.)
- -------------------------------------------------------------------------------------------------------------
/ / Primary                 | Relationship to Contract Owner | Date of Birth     | Social Security Number/TIN
                         %  |                                |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
/ / Primary / / Contingent  | Relationship to Contract Owner | Date of Birth     | Social Security Number/TIN
                         %  |                                |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
6. OPTIONAL DEATH BENEFIT / / Yes                 IF THE OPTIONAL DEATH BENEFIT IS NOT SELECTED, YOUR
   (.15% charge during the accumulation phase.)   BENEFICIARY(IES) WILL RECEIVE THE STANDARD DEATH BENEFIT.
                                                  PLEASE REFER TO THE PROSPECTUS FOR COMPLETE DETAILS
                                                  REGARDING THE DEATH BENEFIT. (NOT AVAILABLE IF OWNER(S) AND
                                                  ANNUITANT ARE OVER AGE 75 AND NOT AVAILABLE IN WA.)
- -------------------------------------------------------------------------------------------------------------
7. PURCHASE PAYMENT (Make check payable to HARTFORD LIFE INSURANCE COMPANY)
   Monies remitted via: / / Check   / / Wire   / / 1035(a) Exchange   / / Transfer/Rollover   $______________
- -------------------------------------------------------------------------------------------------------------
8. PLAN PAYMENT TYPE (Complete Section A or B)
   A. NON QUALIFIED  / / Initial Purchase    / / 1035(a) Tax-Free Exchange         Cost Basis $______________
                                                (please provide Cost Basis)
- -------------------------------------------------------------------------------------------------------------
   B. QUALIFIED  / / New Contribution   / / Transfer   / / Rollover  Contribution for tax year ______________
- -------------------------------------------------------------------------------------------------------------
                      INDIVIDUALLY OWNED                      |       EMPLOYER PLAN - / / ALLOCATED
- -------------------------------------------------------------------------------------------------------------
/ / Traditional IRA / / Roth IRA / / SEPIRA                   | / / 401(k)    / / 401(a)    / / Keogh/HR-10
/ / Custodial IRA   / / 403(b)   / / SIMPLE IRA (Non-DFI only)| / / Other:_________________________________
- -------------------------------------------------------------------------------------------------------------
9. RATE LOCK-90 DAY FIXED ACCUMULATION FEATURE/DCA PLUS/1035(A) EXCHANGE/TRANSFER RATE LOCK / / Yes _______%
   ESTIMATED DOLLAR AMOUNT $____________________
   IF RATE LOCK IS NOT SELECTED, THE RATE WILL BE DETERMINED WHEN HARTFORD LIFE RECEIVES THE FUNDS.
- -------------------------------------------------------------------------------------------------------------

                                                                          HARTFORD LEADERS PLUS (COUNTRYWIDE)
HLASHAPP99                                                                                  Order #: HL-16310
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>   <C>                               <C>   <C>                            <C>
10. INVESTMENT SELECTION The invested amount will be allocated as selected here. If choosing an Asset Allocation Portfolio or
    Dollar Cost Averaging Program, complete the appropriate enrollment form. Please note: Whole percentages only.
                                          |   %|                                  |   %|                               |   %|
- -----------------------------------------------------------------------------------------------------------------------------
      American Funds Asset Allocation Fund|    |         MFS-Registered Trademark-|    |   Templeton Global Growth Fund|    |
                                          |    |      Capital Opportunities Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                  American Funds Bond Fund|    |         MFS-Registered Trademark-|    |   Templeton International Fund|    |
                                          |    |            Emerging Growth Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds Global Growth Fund|    |         MFS-Registered Trademark-|    | Hartford Money Market HLS Fund|    |
                                          |    |              Global Equity Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
     American Funds Global Small Cap. Fund|    |         MFS-Registered Trademark-|    |    Fixed Accumulation Feature*|    |
                                          |    |                     Growth Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                American Funds Growth Fund|    |         MFS-Registered Trademark-|    |       DCAPlus 6-Month Program*|    |
                                          |    |         Growth with Income Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds Growth-Income Fund|    |         MFS-Registered Trademark-|    |      DCAPlus 12-Month Program*|    |
                                          |    |                High Income Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds International Fund|    |         MFS-Registered Trademark-|    |                               |    |
                                          |    |              New Discovery Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
             American Funds New World Fund|    |         MFS-Registered Trademark-|    | Other                         |    |
                                          |    |               Total Return Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
      Franklin Real Estate Securities Fund|    |     Mutual Shares Securities Fund|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                   Franklin Small Cap Fund|    |   Templeton Asset Allocation Fund|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                        Franklin Strategic|    |      Templeton Developing Markets|    |*Subject to state              |    |
                   Income Investments Fund|    |                       Equity Fund|    | availability.           Total |100%|
- -----------------------------------------------------------------------------------------------------------------------------------
11. SPECIAL REMARKS _______________________________________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
12. OWNER(S) ACKNOWLEDGEMENTS
Will the annuity applied for replace one or more existing annuity or life insurance contracts? / / No / / Yes
- - If yes, please explain in "Special Remarks," Section 11.

Have you purchased another deferred annuity issued by Hartford Life during the current calendar year? / / No / / Yes

THE FOLLOWING STATES REQUIRE INSURANCE TO ACKNOWLEDGE A FRAUD WARNING STATEMENT. PLEASE REFER TO THE FRAUD WARNING STATEMENT FOR
YOUR STATE AS INDICATED BELOW. CHECK THE APPROPRIATE BOX PERTAINING TO YOUR RESIDENT STATE, SIGN AND DATE AT THE BOTTOM OF THIS
SECTION.

/ / ARKANSAS Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents
false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

/ / ARIZONA Upon your written request we will provide you, within a reasonable period of time, reasonable, factual information
regarding the benefits and provisions of the annuity contract for which you are applying. If for any reason you are not satisfied
with the contract, you may return the contract within ten days after you receive it. If the contract you are applying for is a
variable annuity, you will receive an amount equal to the sum of (i) the difference between the premiums paid and the amounts
allocated to any account under the contract and (ii) the Contract Value on the date the returned contract is received by our
company or our agent.

/ / COLORADO It is unlawful to knowingly provide false, incomplete, misleading facts or information to an insurance company for
the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance,
and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete or misleading
facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or
claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of
Insurance within the Department of Regulatory Services.

/ / FLORIDA Any person who knowingly and with intent to injure, defraud or deceive any insurer files a statement of claim or an
application containing any false, incomplete or misleading information is guilty of a felony of the third degree.

/ / KENTUCKY Any person who, knowingly and with intent to defraud any insurance company or other person, files an application for
insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any
fact thereto commits a fraudulent act, which is a crime.

/ / MAINE It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose
of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits.

/ / NEW JERSEY Any person who includes any false or misleading information on an application for an insurance policy is subject
to criminal and civil penalties.

/ / NEW MEXICO Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly
presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal
penalties.

/ / OHIO Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

/ / PENNSYLVANIA Any person who knowingly and with intent to defraud any insurance company or other person files an application
for insurance or statement of claim containing any materially false information or conceals, for the purpose of misleading,
information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person
to criminal and civil penalties.

I/we hereby represent my/our answers to the above questions to be true and correct to the best of my/our knowledge and belief.
I/WE UNDERSTAND THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE
VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If not checked, the appropriate prospectus will
be mailed to you. Signed at: *                                                            /    /
                             ---------------------------      ---------------        -----------------
                                      City                        State                    Date

          ----------------------------------------------------------         ----------------------------------------------
          Contract Owner Signature (Trustee/Custodian, if applicable)        Joint Contract Owner Signature (If applicable)
            * IF THE STATE ABOVE IS DIFFERENT THAN RESIDENCE STATE, PLEASE SUBMIT A POLICY SITUS FORM. (HL-15120)
- -----------------------------------------------------------------------------------------------------------------------------------
13. REGISTERED REPRESENTATIVE ACKNOWLEDGEMENTS
Do you, as agent, have reason to believe the contract requested      __________________________________________
for will replace existing annuities or insurance? / / Yes / / No             Licensed Agent Signature
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -----------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer                         | Broker/Dealer Street Address  |  City                     |  State     | ZIP
                                      |                               |                           |
- -----------------------------------------------------------------------------------------------------------------------------------
Business Telephone Number             | Fax Number                    | Licensed Agent SSN
                                      |                               |
- -----------------------------------------------------------------------------------------------------------------------------------
Select Commission Program: / / A / / B / / C                            Broker/Dealer Client Account Number
ONCE SELECTED THIS PROGRAM CANNOT BE CHANGED.
                                                                        [__________________________________]

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

                                                                                                HARTFORD LEADERS PLUS (COUNTRYWIDE)
HLASHAPP99                                                                                                        Order #: HL-16310
</TABLE>

<PAGE>
<TABLE>
<S>                                       <C>            <C>                        <C>
- ----------------------------------------                 U.S.P.S.-First Class or    Hartford Life - IPS
HARTFORD LEADERS PLUS (COUNTRYWIDE/BANK)                 Express-Mail to:           P.O. Box 5085
- ----------------------------------------  [LOGO]                                    Hartford, CT 06102-5085
REQUEST FOR HARTFORD LEADERS PLUS                        Private Express Mail:      Hartford Life - IPS
VARIABLE ANNUITY                                                                    200 Hopmeadow Street
                                                                                    Simsbury, CT 06089
/ / Hartford Life Insurance Company
/ / Hartford Life and Annuity Insurance Company
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S>                                                        <C>
1. CONTRACT OWNER Ownership Type: / / Individual / / Trust / / CRT / / UGMA / / UTMA / / NRA / / Corporation
                                  / / Other ___________
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F       U.S. Citizen: / / Yes / / No
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
ADDITIONAL OWNER INFORMATION (IE, NAME OF TRUST/CORPORATION) |  Email Address
                                                             |
- -------------------------------------------------------------------------------------------------------------
Social Security Number/TIN                                   |  Date of Birth    |  Daytime Telephone Number
                                                             |                   |
- -------------------------------------------------------------------------------------------------------------
Street Address                                               |  City             |  State   | ZIP
                                                             |                   |          |
- -------------------------------------------------------------------------------------------------------------
2. JOINT CONTRACT OWNER (If any)                             |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
U.S. Citizen: / / Yes / / No                                 |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |      Last Name       |  Relationship to Contract Owner
                                      |                      |
- -------------------------------------------------------------------------------------------------------------
3. ANNUITANT (If different from Contract Owner)              |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name         |  Daytime Telephone Number
                                      |                      |
- -------------------------------------------------------------------------------------------------------------
Street Address                                               |  City             |  State   | ZIP
                                                             |                   |          |
- -------------------------------------------------------------------------------------------------------------
4. CONTINGENT ANNUITANT (If applicable)                      |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
5. BENEFICIARY (IES) (Unless indicated otherwise, proceeds will be divided equally. Please attach a separate
sheet to add additional beneficiaries.)
- -------------------------------------------------------------------------------------------------------------
/ / Primary                 | Relationship to Contract Owner | Date of Birth     | Social Security Number/TIN
                         %  |                                |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
/ / Primary / / Contingent  | Relationship to Contract Owner | Date of Birth     | Social Security Number/TIN
                         %  |                                |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
6. OPTIONAL DEATH BENEFIT / / Yes                IF THE OPTIONAL DEATH BENEFIT IS NOT SELECTED, YOUR
   (.15% charge during the accumulation phase.)  BENEFICIARY(IES) WILL RECEIVE THE STANDARD DEATH BENEFIT.
                                                 PLEASE REFER TO THE PROSPECTUS FOR COMPLETE DETAILS
                                                 REGARDING THE DEATH BENEFIT. (NOT AVAILABLE IF OWNER(S) AND
                                                 ANNUITANT ARE OVER AGE 75 AND NOT AVAILABLE IN WA.)
- -------------------------------------------------------------------------------------------------------------
7. PURCHASE PAYMENT (Make check payable to HARTFORD LIFE INSURANCE COMPANY)
   Monies remitted via: / / Check   / / Wire   / / 1035(a) Exchange   / / Transfer/Rollover   $______________
- -------------------------------------------------------------------------------------------------------------
8. PLAN PAYMENT TYPE (Complete Section A or B)
   A. NON QUALIFIED  / / Initial Purchase    / / 1035(a) Tax-Free Exchange         Cost Basis $______________
                                                (please provide Cost Basis)
- -------------------------------------------------------------------------------------------------------------
   B. QUALIFIED  / / New Contribution   / / Transfer   / / Rollover  Contribution for tax year ______________
- -------------------------------------------------------------------------------------------------------------
                      INDIVIDUALLY OWNED                      |       EMPLOYER PLAN - / / ALLOCATED
- -------------------------------------------------------------------------------------------------------------
/ / Traditional IRA / / Roth IRA / / SEPIRA                   | / / 401(k)    / / 401(a)    / / Keogh/HR-10
/ / Custodial IRA   / / 403(b)   / / SIMPLE IRA (Non-DFI only)| / / Other:_________________________________
- -------------------------------------------------------------------------------------------------------------
9. RATE LOCK-90 DAY FIXED ACCUMULATION FEATURE/DCA PLUS/1035(A) EXCHANGE/TRANSFER RATE LOCK / / Yes _______%
   ESTIMATED DOLLAR AMOUNT $____________________
   IF RATE LOCK IS NOT SELECTED, THE RATE WILL BE DETERMINED WHEN HARTFORD LIFE RECEIVES THE FUNDS.
- -------------------------------------------------------------------------------------------------------------

                                                                     HARTFORD LEADERS PLUS (COUNTRYWIDE/BANK)
HLASHAPP99                                                                                  Order #: HL-16311
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>   <C>                               <C>   <C>                            <C>
10. INVESTMENT SELECTION The invested amount will be allocated as selected here. If choosing an Asset Allocation Portfolio or
    Dollar Cost Averaging Program, complete the appropriate enrollment form. Please note: Whole percentages only.
                                          |   %|                                  |   %|                               |   %|
- -----------------------------------------------------------------------------------------------------------------------------
      American Funds Asset Allocation Fund|    |         MFS-Registered Trademark-|    |   Templeton Global Growth Fund|    |
                                          |    |      Capital Opportunities Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                  American Funds Bond Fund|    |         MFS-Registered Trademark-|    |   Templeton International Fund|    |
                                          |    |            Emerging Growth Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds Global Growth Fund|    |         MFS-Registered Trademark-|    | Hartford Money Market HLS Fund|    |
                                          |    |              Global Equity Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
     American Funds Global Small Cap. Fund|    |         MFS-Registered Trademark-|    |    Fixed Accumulation Feature*|    |
                                          |    |                     Growth Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                American Funds Growth Fund|    |         MFS-Registered Trademark-|    |       DCAPlus 6-Month Program*|    |
                                          |    |         Growth with Income Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds Growth-Income Fund|    |         MFS-Registered Trademark-|    |      DCAPlus 12-Month Program*|    |
                                          |    |                High Income Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds International Fund|    |         MFS-Registered Trademark-|    |                               |    |
                                          |    |              New Discovery Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
             American Funds New World Fund|    |         MFS-Registered Trademark-|    | Other                         |    |
                                          |    |               Total Return Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
      Franklin Real Estate Securities Fund|    |     Mutual Shares Securities Fund|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                   Franklin Small Cap Fund|    |   Templeton Asset Allocation Fund|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                        Franklin Strategic|    |      Templeton Developing Markets|    |*Subject to state              |    |
                   Income Investments Fund|    |                       Equity Fund|    | availability.           Total |100%|
- -----------------------------------------------------------------------------------------------------------------------------------
11. SPECIAL REMARKS _______________________________________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
12. OWNER(S) ACKNOWLEDGEMENTS
Will the annuity applied for replace one or more existing annuity or life insurance contracts? / / No / / Yes
- - If yes, please explain in "Special Remarks," Section 11.

Have you purchased another deferred annuity issued by Hartford Life during the current calendar year? / / No / / Yes

- -----------------------------------------------------------------------------------------------------------------------------------
- - ANNUITIES ARE NOT FDIC INSURED.
- - ANNUITIES ARE NOT OBLIGATIONS OR DEPOSITS OF, AND ARE NOT UNDERWRITTEN OR GUARANTEED BY, ANY BANK OR
  FINANCIAL INSTITUTION OR ANY OF ITS AFFILIATES.
- - NEITHER A FINANCIAL INSTITUTION, BANK, NOR ITS AFFILIATES, GUARANTEE PERFORMANCE BY THE ANNUITY ISSUER.
- - ANNUITIES INVOLVE INVESTMENT RISKS, INCLUDING INTEREST RATE RISK. THE MARKET VALUE OF THE INVESTMENT MAY
  FLUCTUATE, CAUSING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- - ANNUITIES ARE UNRELATED TO AND NOT A CONDITION OF THE PROVISION OR TERM OF ANY BANKING SERVICE OR ACTIVITY.

                                                                                                     [LOGOS]
- -----------------------------------------------------------------------------------------------------------------------------------
THE FOLLOWING STATES REQUIRE INSURANCE TO ACKNOWLEDGE A FRAUD WARNING STATEMENT. PLEASE REFER TO THE FRAUD WARNING STATEMENT FOR
YOUR STATE AS INDICATED BELOW. CHECK THE APPROPRIATE BOX PERTAINING TO YOUR RESIDENT STATE, SIGN AND DATE AT THE BOTTOM OF THIS
SECTION.

/ / ARKANSAS Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents
false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

/ / ARIZONA Upon your written request we will provide you, within a reasonable period of time, reasonable, factual information
regarding the benefits and provisions of the annuity contract for which you are applying. If for any reason you are not satisfied
with the contract, you may return the contract within ten days after you receive it. If the contract you are applying for is a
variable annuity, you will receive an amount equal to the sum of (i) the difference between the premiums paid and the amounts
allocated to any account under the contract and (ii) the Contract Value on the date the returned contract is received by our
company or our agent.

/ / COLORADO It is unlawful to knowingly provide false, incomplete, misleading facts or information to an insurance company for
the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance,
and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete or misleading
facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or
claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of
Insurance within the Department of Regulatory Services.

/ / FLORIDA Any person who knowingly and with intent to injure, defraud or deceive any insurer files a statement of claim or an
application containing any false, incomplete or misleading information is guilty of a felony of the third degree.

/ / KENTUCKY Any person who, knowingly and with intent to defraud any insurance company or other person, files an application
for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any
fact thereto commits a fraudulent act, which is a crime.

/ / MAINE It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose
of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits.

/ / NEW JERSEY Any person who includes any false or misleading information on an application for an insurance policy is subject
to criminal and civil penalties.

/ / NEW MEXICO Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly
presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal
penalties.

/ / OHIO Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

/ / PENNSYLVANIA Any person who knowingly and with intent to defraud any insurance company or other person files an application
for insurance or statement of claim containing any materially false information or conceals, for the purpose of misleading,
information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to
criminal and civil penalties.

I/we hereby represent my/our answers to the above questions to be true and correct to the best of my/our knowledge and belief.
I/WE UNDERSTAND THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE
VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If not checked, the appropriate prospectus will
be mailed to you. Signed at: *                                                            /    /
                             ---------------------------      ---------------        -----------------
                                      City                        State                    Date

          ----------------------------------------------------------         ----------------------------------------------
          Contract Owner Signature (Trustee/Custodian, if applicable)        Joint Contract Owner Signature (If applicable)
            * IF THE STATE ABOVE IS DIFFERENT THAN RESIDENCE STATE, PLEASE SUBMIT A POLICY SITUS FORM. (HL-15120)
- -----------------------------------------------------------------------------------------------------------------------------------
13. REGISTERED REPRESENTATIVE ACKNOWLEDGEMENTS
Do you, as agent, have reason to believe the contract requested      __________________________________________
for will replace existing annuities or insurance? / / Yes / / No             Licensed Agent Signature
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -----------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer                         | Broker/Dealer Street Address  |  City                     |  State     | ZIP
                                      |                               |                           |
- -----------------------------------------------------------------------------------------------------------------------------------
Business Telephone Number             | Fax Number                    | Licensed Agent SSN
                                      |                               |
- -----------------------------------------------------------------------------------------------------------------------------------
Select Commission Program: / / A / / B / / C                            Broker/Dealer Client Account Number
ONCE SELECTED THIS PROGRAM CANNOT BE CHANGED.
                                                                        [__________________________________]

- -----------------------------------------------------------------------------------------------------------------------------------
HLASHAPP99                                                                    HARTFORD LEADERS PLUS (COUNTRYWIDE) Order #: HL-16311
</TABLE>

<PAGE>

<TABLE>
<S>              <C>                                                             <C>
                 MAILING ADDRESSES:                                                             HARTFORD LEADERS PLUS

                 FOR STANDARD MAIL DELIVERY:                                INVESTEASE-REGISTERED TRADEMARK-, DCA, ASSET ALLOCATION
                 Hartford Life - IPS PO Box 5085                                                       AND AUTOMATIC INCOME PROGRAM
                 Hartford, CT 06102-5085                                                                            ENROLLMENT FORM

                 FOR PRIVATE EXPRESS MAIL CARRIERS:
                 Hartford Life - IPS 200 Hopmeadow Street
[LOGO]           Simsbury, CT 06089
- -----------------------------------------------------------------------------------------------------------------------------------
1. OWNER INFORMATION

- -----------------------------------------------------------------------------------------------------------------------------------
Contract/Certificate Owner Name                                     Contract/Certificate Owner SSN/TIN

- -----------------------------------------------------------------------------------------------------------------------------------
Existing/Pending Contract/Certificate Number (if any)               Contract Owner Phone Number
- -----------------------------------------------------------------------------------------------------------------------------------
2. INVESTEASE-REGISTERED TRADEMARK- ATTACH A VOIDED CHECK OR SAVINGS DEPOSIT SLIP TO THIS FORM.

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  DESTINATION FUNDS:
Amount of Investment (Minimum: $50 per contract)          Frequency : / / Monthly  / / Quarterly ____________________
DATE OF TRANSFER* (1ST - 28TH OF THE MONTH):_____________ Source:     / / Checking / / Savings   ____________________
TRANSFERS WILL BE PROCESSED ON THE NEXT BUSINESS DAY. * YOU MAY SELECT MULTIPLE TRANSFER DATES PER FREQUENCY.

- -----------------------------------------------------------------   ---------------------------------------------------
Name of Bank (Must be a member of the ACH network to participate.)  City, State (Branch location)

- -----------------------------------------------------------------   ---------------------------------------------------
Bank Checking/Savings Account Number                                ACH/Transit Routing Number
                                                                    THIS MAY BE OBTAINED FROM YOUR BANK.
- -----------------------------------------------------------------------------------------------------------------------------------
3. DOLLAR COST AVERAGING            | PROGRAM ENROLLMENT AMOUNT $___________________
a. PROGRAM                          | DCA PLUS PROGRAM                           STANDARD PROGRAM
Client can be enrolled in only      | / / 6-Month Program                   OR | / / Fixed Dollar
ONE DCA program per contract.       | / / 12-Month Program                     | / / Interest Only
                                    |                                          |
b. FREQUENCY                        |                                          |
Identify the frequency. For monthly | Monthly Only _________ # of months       | / / Monthly _________ # of months
frequencies, indicate the number of | (For 6-Month Program, indicate between   | / / Quarterly _________ # of quarters
months.                             | 3-6 months)                              | / / Indefinitely
                                    | (For 12-Month Program, indicate between  |
                                    | 7-12 months)                             | FIXED DOLLAR ONLY         INTEREST ONLY
                                    |                                          | Fixed Accumulation $____  Fixed Accumulation $____
c. SOURCE FUND                      |                                          | Feature                   Feature
Select the fund(s) from where the   |                                          |
transfer should occur. Indicate     | Source fund will be as indicated in Plus | Hartford Money            Hartford Money
which fund(s) and the total amount  | Program selected.                        | Market HLS Fund $______   Market HLS Fund $______
that should be moved.               |                                          |                           (total amount must be
                                    |                                          |                           50% to 100%)
                                    | HARTFORD LIFE WILL CALCULATE THE MONTHLY | Other Funds ___________   ___________
                                    | TRANSFER AMOUNT.                         |             $__________   $__________
- -----------------------------------------------------------------------------------------------------------------------------------
Changes in the allocation of the destination funds are permitted during the life of the program. At the end of the program term,
there will be a final monthly transfer of the entire amount remaining in the program. Subsequent premium payments received during
the term selected will be transferred over the remaining months of the term.

DESTINATION FUNDS - PLEASE USE WHOLE PERCENTAGES.

American Funds Asset Allocation Fund  ____% Franklin Real Estate Securities Fund   ____% MFS-Registered Trademark-
American Funds Bond Fund              ____% Franklin Small Cap Fund                ____%  High Income Series                  ____%
American Funds Global Growth Fund     ____% Franklin Strategic Income Invest. Fund ____% MFS-Registered Trademark-
American Funds Global Small Cap. Fund ____% MFS-Registered Trademark-                     New Discovery Series                ____%
American Funds Growth Fund            ____%  Capital Opportunities Series          ____% MFS-Registered Trademark-
American Funds Growth-Income Fund     ____% MFS-Registered Trademark-                     Total Return Series                 ____%
American Funds International Fund     ____%  Emerging Growth Series                ____% Mutual Shares Securities Fund        ____%
American Funds New World Fund         ____% MFS-Registered Trademark-                    Templeton Asset Allocation Fund      ____%
                                             Global Equity Series                  ____% Templeton Devel. Markets Equity Fund ____%
                                            MFS-Registered Trademark-                    Templeton Global Growth Fund         ____%
                                             Growth Series                         ____% Templeton International Fund         ____%
                                            MFS-Registered Trademark-                    Hartford Money Market HLS Fund       ____%
                                             Growth with Income Series             ____%
- -----------------------------------------------------------------------------------------------------------------------------------

4. ASSET ALLOCATION SOURCE: / / Initial Payment  / / Existing Contract  / /  DCAProgram (Complete Section 3)
   DAY OF MONTH: _____ FREQUENCY: / / Quarterly  / / Semi-Annually  / / Annually
a. CUSTOMIZED PORTFOLIO SELECTION - PLEASE USE WHOLE PERCENTAGES.

American Funds Asset Allocation Fund  ____% Franklin Real Estate Securities Fund   ____% MFS-Registered Trademark-
American Funds Bond Fund              ____% Franklin Small Cap Fund                ____%  High Income Series                  ____%
American Funds Global Growth Fund     ____% Franklin Strategic Income Invest. Fund ____% MFS-Registered Trademark-
American Funds Global Small Cap. Fund ____% MFS-Registered Trademark-                     New Discovery Series                ____%
American Funds Growth Fund            ____%  Capital Opportunities Series          ____% MFS-Registered Trademark-
American Funds Growth-Income Fund     ____% MFS-Registered Trademark-                     Total Return Series                 ____%
American Funds International Fund     ____%  Emerging Growth Series                ____% Mutual Shares Securities Fund        ____%
American Funds New World Fund         ____% MFS-Registered Trademark-                    Templeton Asset Allocation Fund      ____%
                                             Global Equity Series                  ____% Templeton Devel. Markets Equity Fund ____%
                                            MFS-Registered Trademark-                    Templeton Global Growth Fund         ____%
                                             Growth Series                         ____% Templeton International Fund         ____%
                                            MFS-Registered Trademark-                    Hartford Money Market HLS Fund       ____%
                                             Growth with Income Series             ____%

PROGENR99                                             Order #: HL-16313 Printed in U.S.A. -C- Hartford Life Hartford, CT 06102-5085
</TABLE>

<PAGE>
<TABLE>
<S>                        <C>                             <C>                         <C>
5. AUTOMATIC INCOME PROGRAM ENROLLMENT

a. PAYMENT CYCLE:  / / Monthly  / / Quarterly  / / Semi-Annually  / / Annually

b. AMOUNT (Specify the amount per payment cycle to be distributed from each selected Investment Choice. Please refer to your
   prospectus for the maximum amount available without a surrender charge. Minimum amount: $100.00)

AMOUNT                     INVESTMENT CHOICE               AMOUNT                      INVESTMENT CHOICE
$___________________       ________________________        $___________________        ________________________
$___________________       ________________________        $___________________        ________________________
                                                           $___________________ TOTAL
c. INCOME TAX WITHHOLDING NOTICE AND CERTIFICATION

NOTICE OF INCOME TAX WITHHOLDING: Federal law requires withholding of 10% from taxable distributions unless you elect not to have
taxes withheld or specify a different withholding amount. Withholding will only apply to that portion of your distribution that
is includable in your income subject to federal income tax. For "nonqualified annuities", distributions will be assumed taken
first from earnings as of the liquidation date, if any, and second from purchase payments. The prospectus includes further
details on the treatment of variable annuity distributions for tax purposes. You may revoke this withholding election at any
time. To revoke or change your withholding election, please contact Hartford Life in writing. If you choose not to have
withholding apply to your distribution or if you do not have enough federal income tax withheld, you may be responsible for the
payment of estimated tax. You may incur penalties under the estimated tax rules if your withholding and tax payments are
insufficient. PLEASE NOTE: TAXABLE DISTRIBUTIONS OF EARNINGS PRIOR TO AGE 59 1/2 MAY BE SUBJECT TO A FEDERAL TAX PENALTY OF 10%,
THEREFORE, BEFORE ENROLLMENT IN THIS PROGRAM, YOU MAY WANT TO CONSULT WITH A QUALIFIED TAX ADVISOR. ALSO, DISTRIBUTION FROM
CERTAIN QUALIFIED PLANS (FOR EXAMPLE, 403(b)'S) MAY BE SUBJECT TO A MANDATORY 20% WITHHOLDING UNLESS THESE DISTRIBUTIONS ARE TO
SATISFY IRS MINIMUM DISTRIBUTION REQUIREMENTS.

CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER: Under penalties of perjury, I certify that the number shown below is my correct
taxpayer identification number (or I am waiting for the number to be issued to me.) Furthermore, I am not subject to backup
withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject
to backup withholding.

I HAVE READ THE ABOVE NOTICE AND ELECT TO HAVE** (CHECK ONE):
/ / No income tax withheld      / / 10% withheld       Federal: / / $_______________ or________% withheld
                                                       State:   / / $_______________

d. EFT DIRECT DEPOSIT/CHECK MAILING INSTRUCTIONS (CHECK ONE):
/ / EFT Direct Deposit-PLEASE ATTACH A VOIDED CHECK OR SAVINGS DEPOSIT SLIP TO THIS FORM.
    OR  / / Special Address   OR  / / Current Address of Record
    Financial Institution (Bank, Savings & Loan, Credit Union) or Special Check Mailing Instructions.

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

- -----------------------------------------------------------------------------------------------------------------------------------
Address                                            City                                 State              Zip

- ---------------------------------------------
Bank Checking/Savings Account Number                 / / Checking     / / Savings

- -----------------------------------------------------------------------------------------------------------------------------------
ACH/Transit Routing Number   THIS MAY BE OBTAINED FROM YOUR BANK.

** NOT APPLICABLE FOR CUSTODIAL IRAS OR PENSION PROFIT SHARING PLANS
- -----------------------------------------------------------------------------------------------------------------------------------
6. OWNER ACKNOWLEDGEMENT

My signature below indicates that I have received a Hartford Leaders Plus variable annuity prospectus and have authorized the
program(s) selected above. The above program(s) may be modified at any time by me or Hartford Life by providing written notice to
the other party or if investment option balances are inadequate to execute the requested transfer/liquidation. In the unlikely
event that another financial transaction is received on the transfer/liquidation date, Hartford Life may delay processing the
scheduled transfer/liquidation. Hartford Life may credit increased interest rates, which are guaranteed up to a 12-month period
to contract owners under certain programs established. The number of months selected will determine the interest rate credited to
you. The 6-Month Program and the 12-Month Program will generally have different credited rates. The DCAPlus Program is subject to
state availability. All program transactions will be confirmed on quarterly statements. I agree to review the information on my
statements carefully. All errors or corrections must be reported to Hartford Life immediately to assure proper crediting to my
contract. Hartford Life reserves the right to discontinue, modify, or amend the program(s) at any time.

- -----------------------------------------------------------------------------------------------------------------------------------
Contract Owner Signature                                   Investment Representative Name

- -----------------------------------------------------------------------------------------------------------------------------------
Joint Contract Owner Signature (if any)                    Broker Dealer/Financial Institution Name

- -----------------------------------------------------------------------------------------------------------------------------------
Contract Owner Phone Number                                Investment Representative Phone Number

PROGENR99                                             Order #: HL-16313 Printed in U.S.A. -C- Hartford Life Hartford, CT 06102-5085
</TABLE>

<PAGE>

<TABLE>
<S>              <C>                                                             <C>
                 MAILING ADDRESSES:                                                             HARTFORD LEADERS PLUS

                 FOR STANDARD MAIL DELIVERY:                                INVESTEASE-REGISTERED TRADEMARK-, DCA, ASSET ALLOCATION
                 Hartford Life - IPS PO Box 5085                                                       AND AUTOMATIC INCOME PROGRAM
                 Hartford, CT 06102-5085                                                               ENROLLMENT FORM INSTRUCTIONS

                 FOR PRIVATE EXPRESS MAIL CARRIERS:
                 Hartford Life - IPS 200 Hopmeadow Street
[LOGO]           Simsbury, CT 06089
- -----------------------------------------------------------------------------------------------------------------------------------
SECTION 1. OWNER INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------

   Complete information about the contract owner. For existing annuity contracts, please provide the annuity contract number.


SECTION 2. INVESTEASE PROGRAM ENROLLMENT
- -----------------------------------------------------------------------------------------------------------------------------------
- - Minimum Investment Amount: $50 per contract.
- - Select Frequency: Monthly or Quarterly.
- - Select date of transfer*: 1st through the 28th of the month.
- - Indicate Source: Checking or Savings Account.
- - Provide the name of your bank/financial institution. Must be a member of the ACH network in order for you to participate in the
  InvestEase Program.
- - Provide branch location (city and state).
- - Provide ACH Routing Number. Obtain from your financial institution.
- - Provide your Checking/Savings account number.
- - Attach a voided check or savings deposit slip to this enrollment form.
- - Complete and sign Owner Acknowledgment section.
- - INVESTEASE IS NOT AVAILABLE FOR IRA CONTRACT OWNERS AFTER THE YEAR IN WHICH AGE 70 1/2 IS ATTAINED.
  *YOU MAY SELECT MULTIPLE TRANSFER DATES PER FREQUENCY.

SECTION 3. DOLLAR COST AVERAGING ENROLLMENT
- -----------------------------------------------------------------------------------------------------------------------------------
 - SELECT A DOLLAR COST AVERAGING PROGRAM. ONLY ONE DOLLAR COST AVERAGING PROGRAM IS ALLOWED AT ANY ONE TIME.

DCA PLUS PROGRAM*: This program is available on either a 6-Month or a 12-Month basis, allowing you to automatically transfer all
Program assets to the investment choices offered through Hartford Leaders Plus variable annuity. The 6-Month Program will
generally offer a higher interest rate and allows you to dollar cost average all Program assets over a 3-to-6 month period. The
12-Month Program also offers an attractive rate and allows you to dollar cost average all Program assets over a 7-to-12 month
period. At the end of the term, there will be a final monthly transfer of the entire amount remaining in the program.
- - Minimum Investment Amount: $5,000, ($2,000 for IRAs)
- - Subsequent Payments: If a subsequent premium payment is received while the Program is in progress, the new balance in the
  Program will be prorated over the remainder of the transfer period selected but in no event beyond the initial program period.
Subsequent premium payments less than $5,000 (unless it is an IRA, Hartford reserves the right to reduce the subsequent minimum
premium required) will be allocated to the non-program Fixed Accumulation Feature and be credited at the interest rate then in
effect.

START DATE: The program start date will generally be the next business day following receipt of premium payment and complete DCA
instructions, but never later than 15 business days after the investment and complete instructions are received.

STANDARD PROGRAM OPTIONS
FIXED DOLLAR: Allows you to transfer a fixed dollar amount each month into any one or more destination fund(s).
- - Minimum Investment Amount: $5,000, ($2,000 for IRAs)
- - Minimum Transfer Amount into each Destination Fund: $50

START DATE: If a specific start date is not selected, the Program will start within 45 business days following the date the
investment and complete instructions are received.

INTEREST AVERAGING: Allows you to transfer a "percent of interest/earnings" from either the Hartford Money Market HLS Fund or the
Fixed Accumulation Feature.
- - Minimum Investment Amount: $5,000, ($2,000 for IRAs)
- - Minimum Transfer Amount into each Destination Fund: None.


DOLLAR COST AVERAGING ENROLLMENT INSTRUCTIONS CONTINUED ON BACK PAGE.

PROGINST99                                            Order #: HL-16312 Printed in U.S.A. -C- Hartford Life Hartford, CT 06102-5085
</TABLE>

<PAGE>
<TABLE>
<S>                                           <C>
- - SELECT THE NUMBER OF MONTHLY TRANSFERS.

    DCA PLUS PROGRAM:  6-Month Program - 3-to-6 months
                       12-Month Program - 7-to-12 months

    FIXED DOLLAR AND INTEREST AVERAGING: Unlimited. (Minimum: 3 months)

- - SELECT ONE SOURCE FUND.

    DCA PLUS PROGRAM: The source fund is either the DCAPlus 6-Month OR 12-Month Program.

    FIXED DOLLAR: Select from the Fixed Accumulation Feature or any one of the investment choices.

    INTEREST AVERAGING: Select from either the Hartford Money Market HLS Fund or the Fixed Accumulation Feature.

- - DETERMINE THE MONTHLY TRANSFER AMOUNT. MINIMUM $50 PER MONTH.

    DCA PLUS PROGRAM: Hartford Life will calculate the monthly transfer amount.

    FIXED DOLLAR: Take the total amount invested into the source fund divided by the number of months you would like the program
    to run and split that amount among the destination funds selected.

    INTEREST AVERAGING: Determine what percentage (using whole percentages, from 50% to 100%) of the earnings you would like
    transferred from the Hartford Money Market HLS Fund or the Fixed Accumulation Feature.

- - SELECT DESTINATION FUNDS Select the investment choices you would like as destination funds. Please provide whole percentages.
  The investment choice(s) selected cannot be both source fund and a destination fund. Changes in the allocation of the destination
  funds are permitted during the life of the program.

- - COMPLETE AND SIGN OWNER ACKNOWLEDGMENT SECTION
  * FROM TIME TO TIME, HARTFORD LIFE MAY CREDIT INCREASED INTEREST RATES, WHICH ARE GUARANTEED UP TO A 12 MONTH PERIOD TO CONTRACT
  OWNERS UNDER CERTAIN PROGRAMS ESTABLISHED AT THE DISCRETION OF HARTFORD LIFE. THE NUMBER OF MONTHS SELECTED WILL DETERMINE THE
  INTEREST RATE CREDITED TO YOU WITH IN THE DCA PLUS PROG RAM. THIS PROGRAM IS SUBJECT TO STATE AVAILABILITY.


SECTION 4. ASSET ALLOCATION PROGRAM ENROLLMENT
- -----------------------------------------------------------------------------------------------------------------------------------
- - Indicate Source of Investment: Initial Payment, Existing Contract or DCA Program**.
- - Determine rebalancing date.
- - Contract will be allocated into the model on the day we receive the request in good order. Future rebalancing will occur on the
  next frequency cycle requested, based on the program establish date.
- - Select Rebalancing Frequency: Quarterly, Semi-Annually or Annually.
- - THE FIXED ACCUMULATION FEATURE IS NOT AVAILABLE.
  - Customize your own portfolio using whole percentages, totaling 100%.
- - Complete and sign Owner Acknowledgment section.
**IF YOU CHOOSE TO DOLLAR COST AVERAGE INTO AN ASSET ALLOCATION PORTFOLIO, PLEASE COMPLETE SECTION 3.


SECTION 5. AUTOMATIC INCOME PROGRAM ENROLLMENT
- -----------------------------------------------------------------------------------------------------------------------------------
- - Select the payment cycle: Monthly, Quarterly, Semi-annually or Annually.

- - Determine Amount. Provide the dollar amount for each investment choice(s) that your scheduled surrenders will be taken from.
  Maximum available amount - Please refer to your prospectus for amount available without a surrender charge.
  Minimum amount - $100.00.

- - Income Tax Withholding Notice and Certification. Read Notice of Income Tax Withholding and Certification of Taxpayer
  Identification Number. Select whether or not to have income taxes withheld from your scheduled surrenders. If you would like
  to have a specific dollar amount withheld or a percentage other than 10%, please provide us with this information.

- - EFT Direct Deposit/Check Mailing Instructions
  You may select one of the following:
    - Have payment sent electronically to your financial institution via Direct Deposit into your Savings or Checking Account,
    - Have your payment mailed to a special address, OR
    - Have your payment mailed to your current address of record.

- - Complete and sign Owner Acknowledgment section.




PROGINST99                                            Order #: HL-16312 Printed in U.S.A. -C- Hartford Life Hartford, CT 06102-5085
</TABLE>


<PAGE>

                                                [LOGO]
                                                [HARTFORD LIFE]

February 4, 2000                     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. 333-91921

Dear Sir/Madam:

I have acted as General Counsel to Hartford Life and Annuity Insurance Company
(the "Company"), a Connecticut insurance company, and Hartford Life and Annuity
Insurance Company Separate Account One (the "Account") in Connecticut with the
registration of an indefinite amount of securities in the form of flexible
premium variable annuity insurance 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 to 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.

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




<PAGE>

                          ARTHUR ANDERSEN LLP


                 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accounts, we hereby consent to the use of our report
(and all references to our Firm) included in or made a part of this
Registration Statement File No. 333-91921 for Hartford Life and Annuity
Insurance Company Separate Account Seven on Form N-4.

Hartford, Connecticut                            /s/ Arthur Andersen LLP
February 16, 2000


<PAGE>

                   HARTFORD LIFE AND ANNUITY INSURANCE COMPANY

                                POWER OF ATTORNEY

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

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

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


/s/ David T. Foy
- --------------------------------            Dated as of January 15, 2000
David T. Foy


/s/ Lynda Godkin
- --------------------------------            Dated as of January 15, 2000
Lynda Godkin


/s/ Thomas M. Marra
- --------------------------------            Dated as of January 15, 2000
Thomas M. Marra


/s/ Lowndes A. Smith
- --------------------------------            Dated as of January 15, 2000
Lowndes A. Smith


/s/ David M. Znamierowski
- --------------------------------            Dated as of January 15, 2000
David M. Znamierowski



<PAGE>


                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>

<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                                ---------------------------------------------
                                                     NUTMEG INSURANCE COMPANY                               |
                                                           (CONNECTICUT)                         THE HARTFORD INVESTMENT
                                                                |                                   MANAGEMENT COMPANY
                                                 HARTFORD FIRE INSURANCE COMPANY                         (DELAWARE)
                                                           (CONNECTICUT)                                    |
                                                                |                                           |
                                            HARTFORD ACCIDENT AND INDEMNITY COMPANY                HARTFORD INVESTMENT
                                                           (CONNECTICUT)                              SERVICES, INC.
                                                                |                                      (CONNECTICUT)
                                                       HARTFORD LIFE, INC.
                                                           (DELAWARE)
                                                                |
                                          HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
  HARTFORD LIFE    |       |              |                   |                |               |          PLANCO         PLANCO
INTERNATIONAL, LTD.|       |              |                   |                |               |         FINANCIAL    INCORPORATED
  (CONNECTICUT)    |       |              |                   |                |               |         SERVICES,   (PENNSYLVANIA)
                   |       |              |                   |                |               |       INCORPORATED
                   |       |              |                   |                |               |       (PENNSYLVANIA)
                   |       |              |                   |                |               |
                   |   HART LIFE   HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN
                   |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE
                   |    COMPANY    INSURANCE COMPANY    (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY
                   | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)
                   |                                          |                |               |
                   |      -------------------------------------                |       AML FINANCIAL, INC.
                   |      |                 |                 |                |         (CONNECTICUT)
                   |SERVUS LIFE          HARTFORD          HARTFORD            |
                   | INSURANCE         INTERNATIONAL       LIFE AND            |
                   |  COMPANY        LIFE REASSURANCE  ANNUITY INSURANCE       |
                   |(CONNECTICUT)      CORPORATION         COMPANY             |
                   |                  (CONNECTICUT)     (CONNECTICUT)          |
                   |                                          |                |
                   |                                          |                |
                   |                                       HARTFORD            |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|                               -----------------------------------------------------------------------
         |                                         |                     |                  |                            |
   INTERNATIONAL                            HL INVESTMENT           HARTFORD       HARTFORD SECURITIES      HARTFORD-COMPREHENSIVE
     CORPORATE                              ADVISORS, LLC         EQUITY SALES        DISTRIBUTION                  EMPLOYEE
MARKETING GROUP, INC.                       (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.              BENEFIT SERVICE
   (CONNECTICUT)                                 |                (CONNECTICUT)       (CONNECTICUT)                  COMPANY
         |                                       |                                                                (CONNECTICUT)
         |                                       |
   THE EVERGREEN                         HARTFORD INVESTMENT
    GROUP, INC.                          FINANCIAL SERVICES
    (NEW YORK)                                 COMPANY
                                              (DELAWARE)
</TABLE>

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

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


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

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