HARTFORD LIFE INSURANCE CO DC VARIABLE ACCOUNT I, 485APOS, 1999-01-08

HARTFORD LIFE INSURANCE CO DC VARIABLE ACCOUNT I
485APOS, 1999-01-08

Previous: WISCONSIN GAS CO, S-3/A, 1999-01-08

Next: COLTEC INDUSTRIES INC, 424B3, 1999-01-08

<PAGE>

As filed with the Securities and Exchange Commission on January 8, 1999

File No. 33-19944
811-2627

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Pre-Effective Amendment No. __ [ ]

Post-Effective Amendment No. 13 [X]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 27 [X]

HARTFORD LIFE INSURANCE COMPANY
DC VARIABLE ACCOUNT-I
(Exact Name of Registrant)

HARTFORD LIFE 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, ESQ.
HARTFORD LIFE, INC.
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 _________, 1999 pursuant to paragraph (b) of Rule 485

___ 60 days after filing pursuant to paragraph (a)(1) of Rule 485
_X_ on May 1, 1999 pursuant to paragraph (a)(1) of Rule 485
this post-effective amendment designates a new effective date
___ for a previously filed post-effective amendment.

PURSUANT TO RULE 24F-2(a)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES.

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)

N-4 ITEM NO. PROSPECTUS HEADING

PART A - 12 YEAR CONTINGENT DEFERRED SALES CHARGE

1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Accumulation Unit Values

5. General Description of Registrant, The Separate Accounts; Hartford Life
Depositor, and Portfolio Companies Insurance Company; The Funds

6. Deductions Contract Charges

7. General Description of Variable Death Benefits and Settlement
Contracts Provisions

8. Annuity Period Settlement Provisions

9. Death Benefit Death Benefits

10. Purchases and Contract Value The Contracts

11. Redemptions Settlement Provisions

12. Taxes Federal Tax Considerations

13. Legal Proceedings More Information - Are there any
material legal proceedings affecting
the Separate Accounts?

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

(PART B)

15. Cover Page Cover Page

16. Table of Contents Table of Contents

17. General Information and History Introduction

<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 Annuity Benefits

23. Financial Statements Financial Statements

PART A - 7 YEAR CONTINGENT DEFERRED SALES CHARGE

1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Accumulation Unit Values

5. General Description of Registrant, The Separate Accounts; Hartford Life
Depositor, and Portfolio Companies Insurance Company; The Funds

6. Deductions Contract Charges

7. General Description of Variable Death Benefits and Settlement
Contracts Provisions

8. Annuity Period Settlement Provisions

9. Death Benefit Death Benefits

10. Purchases and Contract Value The Contract

11. Redemptions Payment of Benefits

12. Taxes Federal Tax Considerations

13. Legal Proceedings More Information - Are there any
material legal proceedings affecting
the Separate Accounts?

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

<PAGE>

PART B

15. Cover Page Part B; Statement of Additional
Information

16. Table of Contents Table of Contents

17. General Information and History Introduction

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 Annuity Benefits

23. Financial Statements Financial Statements

PART C

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 Depositor Common Control with the 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 Records Location of Accounts and Records

31. Management Services Management Services

32. Undertakings Undertakings

<PAGE>

PART A

<PAGE>

HARTFORD
LIFE INSURANCE COMPANY
[PRODUCT NAME]
GROUP VARIABLE ANNUITY CONTRACTS
[LOGO]
ISSUED BY HARTFORD LIFE INSURANCE COMPANY
WITH RESPECT TO DC-I AND DC-II

This Prospectus sets forth information you should know before you purchase
or become a Participant under the [PRODUCT NAME] group variable annuity
contract (the "Contract" or "Contracts"). Please read it carefully.

Hartford Life Insurance Company ("Hartford", "we" or "us") issues the
Contracts in connection with Deferred Compensation Plans of tax-exempt and
governmental employers. We can also issue the Contracts in connection with
certain other non-qualified deferred compensation plans or certain Qualified
Plans.

We hold Contributions in a Separate Account known as Hartford Life
Insurance Company DC Variable Account-I ("DC-I") during the period before
annuity payments start (the "Accumulation Period"). When annuity payments
start (the "Annuity Period"), Contract Values are held in a Separate Account
that is a series of Hartford Life Insurance Company Separate Account Two
("DC-II"). The Contracts may also contain additional separate accounts not
described in this Prospectus. These additional separate accounts are not
required to be registered with the Securities and Exchange Commission.

Additionally, the Contracts may contain a General Account option or a
different General Account contract may be issued in conjunction with the
Contracts. The General Account option or contract may contain restrictions on
a Contract Owner's ability to transfer Participant Account values to or from
the General Account contract or option. The General Account option or contract
and these restrictions, if any, are not described in this Prospectus. The
General Account option or contract is not required to be registered with the
Securities and Exchange Commission.

We allocate the Contributions to the "Sub-Accounts" as directed by the
Contract Owner or Participant, as applicable. Sub-Accounts are divisions of a
Separate Account. The following Sub-Accounts are available under the
Contracts. Also listed is the name of the underlying Fund for each
Sub-Account.

- Hartford Advisers Sub-Account which purchases shares of Class IA of Hartford
Advisers HLS Fund, Inc.

- Hartford Bond Sub-Account which purchases shares of Class IA of Hartford
Bond HLS Fund, Inc.

- Calvert Social Balanced Sub-Account which purchases shares of Calvert Social
Balanced Portfolio Series of Calvert Variable Series, Inc.

- Hartford Capital Appreciation Sub-Account which purchases shares of Class IA
of Hartford Capital Appreciation HLS Fund, Inc.

- Hartford Dividend and Growth Sub-Account which purchases shares of Class IA
of Hartford Dividend and Growth HLS Fund, Inc.

- Hartford Index Sub-Account which purchases shares of Class IA of Hartford
Index HLS Fund, Inc.

- Hartford International Opportunities Sub-Account which purchases shares of
Class IA of Hartford International Opportunities HLS Fund, Inc.

- Hartford Money Market Sub-Account which purchases shares of Class IA of
Hartford Money Market HLS Fund, Inc.

- Hartford Mortgage Securities Sub-Account which purchases shares of Class IA
of Hartford Mortgage Securities HLS Fund, Inc.

- Hartford Stock Sub-Account which purchases shares of Class IA of Hartford
Stock HLS Fund, Inc.

<PAGE>

If you decide to become a Contract Owner or a Participant, you should keep
this Prospectus for your records. You can also call us at 1-800-528-9009 to
get a Statement of Additional Information, free of charge. The Statement of
Additional Information contains more information about the Contract and, like
this Prospectus, is filed with the Securities and Exchange Commission. We have
included a 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 Securities and Exchange Commission, the
Commission doesn't approve or disapprove these securities or determine if the
information is truthful or complete. Anyone who represents that the Securities
and Exchange Commission does these things may be guilty of a criminal offense.

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

This group variable annuity contract IS NOT:

- A bank deposit or obligation

- Federally insured

- Endorsed by any bank or governmental agency

Prospectus Dated: [May 1, 1999]
Statement of Additional Information Dated: [May 1, 1999]

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE
------------------------------------------------------------------------ ----
<S> <C>
GLOSSARY OF SPECIAL TERMS............................................... 4
FEE TABLE............................................................... 6
SUMMARY................................................................. 9
ACCUMULATION UNIT VALUES................................................ 11
PERFORMANCE RELATED INFORMATION......................................... 15
HARTFORD LIFE INSURANCE COMPANY......................................... 15
THE SEPARATE ACCOUNTS................................................... 16
THE FUNDS............................................................... 16
GENERAL ACCOUNT OPTION.................................................. 19
ADDITIONAL SEPARATE ACCOUNTS OFFERED UNDER THE CONTRACTS................ 19
CONTRACT CHARGES........................................................ 20
Contingent Deferred Sales Charge ("Sales Charge")..................... 20
Is there ever a time when the Sales Charge does not apply?............ 20
Mortality, Expense Risk and Administrative Charge..................... 21
Premium Taxes......................................................... 21
Experience Rating under the Contracts................................. 22
THE CONTRACTS........................................................... 22
The Contracts Offered................................................. 22
Purchase of a Contract................................................ 22
Contract Rights and Privileges and Assignments........................ 22
Pricing and Crediting of Contributions................................ 22
May I make changes in the amounts of my Contribution?................. 23
May I transfer assets between the Sub-Accounts?....................... 23
Dollar Cost Averaging Programs........................................ 23
How do I know what my Participant Account is worth?................... 24
How are the underlying Fund shares valued?............................ 25
DEATH BENEFITS.......................................................... 25
Determination of the Beneficiary...................................... 25
Death before the Annuity Commencement Date............................ 25
Death on or after the Annuity Commencement Date....................... 25
SETTLEMENT PROVISIONS................................................... 26
Can payment of the Surrender value ever be postponed beyond the
seven-day period?.................................................... 26
May I Surrender once Annuity Payments have started?................... 26
What are Annuity Rights?.............................................. 26
How do I elect an Annuity Commencement Date and Annuity payment
option?.............................................................. 26
What is the minimum amount that I may select for an Annuity
payment?............................................................. 27
How are Contributions made to establish an Annuity Account?........... 27
Can a Contract be suspended by a Contract Owner?...................... 27
Annuity Payment Options............................................... 27
How are Variable Annuity payments determined?......................... 28
FEDERAL TAX CONSIDERATIONS.............................................. 29
MORE INFORMATION........................................................ 32
Can a Contract be modified?........................................... 32
Can Hartford waive any rights under a Contract?....................... 32
How are the contracts sold?........................................... 33
Who is the custodian of the Separate Accounts' assets?................ 33
Are there any material legal proceedings affecting the Separate
Accounts?............................................................ 33
Year 2000............................................................. 33
Are you relying on any experts as to any portion of this
Prospectus?.......................................................... 34
How may I get additional information?................................. 34
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION............... 35
</TABLE>

3
<PAGE>
GLOSSARY OF SPECIAL TERMS

ACCUMULATION PERIOD: The period before the start of Annuity payments.

ACCUMULATION UNIT: A unit of measure used to calculate Separate Account values
before we begin to make Annuity payments to you.

ADMINISTRATIVE OFFICE: Located at 200 Hopmeadow Street, Simsbury, CT 06089. The
mailing address for correspondence concerning this Contract is P.O. Box 2999,
Hartford, CT 06104-2999 Attn: Service Center Administration, except for
overnight or express mail packages, which should be sent to: 200 Hopmeadow
Street, Simsbury, CT 06089.

ANNUITANT: The person on whose life Annuity payments are based.

ANNUITANT'S ACCOUNT: An account established at the beginning of the Annuity
Period for making Annuity payments under the Contracts.

ANNUITY: A series of payments for life or another designated period.

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

ANNUITY PERIOD: The period during which we make Annuity payments to you.

ANNUITY UNIT: A unit of measure in the Separate Account used to calculate the
value of Variable Annuity payments we make to you.

BENEFICIARY: The person or persons designated to receive Contract values in the
event of the Participant's or Annuitant's death.

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

COMMISSION: Securities and Exchange Commission.

CONTRACT OWNER: The Employer or entity owning the Contract.

CONTRACT YEAR: A period of 12 months beginning with the effective date of the
Contract or with any anniversary of the effective date.

CONTRIBUTION(S): The amount(s) paid or transferred to us by the Contract Owner
on behalf of Participants pursuant to the terms of the Contracts.

DATE OF COVERAGE: The date on which we receive the application on behalf of a
Participant.

DC VARIABLE ACCOUNT I OR DC-I: Our Separate Account, Hartford Life Insurance
Company DC Variable Account-I.

DC VARIABLE ACCOUNT II OR DC-II: Our Separate Account that is a series of
Hartford Life Insurance Company Separate Account Two.

DEFERRED COMPENSATION PLAN: A plan established and maintained in accordance with
the provisions of section 457 of the Code and the regulations issued thereunder.

EMPLOYER: A governmental or tax-exempt employer maintaining a Deferred
Compensation Plan for its employees or other eligible persons.

FIXED ANNUITY: An Annuity providing for guaranteed payments which remain fixed
in amount throughout the payment period and which do not vary with the
investment experience of a separate account.

FUNDS: the Funds described in this Prospectus or any supplement to the
Prospectus.

GENERAL ACCOUNT: Our General Account that consists of all of our company assets
other than those allocated to our separate accounts.

HARTFORD, WE OR US: Hartford Life Insurance Company.

MINIMUM DEATH BENEFIT: The minimum amount payable upon the death of a
Participant prior to age 65 and before Annuity payments have started.

4
<PAGE>

PARTICIPANT: A term used to describe, for record keeping purposes, any employee
or other eligible person electing to participate in the Deferred Compensation
Plan of the Employer/Contract Owner.

PARTICIPANT ACCOUNT: An account to which the General Account values and the
Separate Account Accumulation Units held by the Contract Owner on behalf of
Participant under the Contract are allocated.

PARTICIPANT'S CONTRACT YEAR: A period of twelve (12) months beginning with the
Date of Coverage of a Participant and each successive 12-month period.

PLAN: The Deferred Compensation Plan or Qualified Plan of an Employer.

PREMIUM TAX: A tax charged by a state or municipality on premiums, purchase
payments or Contract values.

QUALIFIED PLAN: A retirement plan of an Employer that qualifies for special tax
treatment under section 401 of the Code.

RELATED PARTICIPANT DIRECTED ACCOUNT OPTION: A Participant directed investment
account under the Plan that is identified by the Contract Owner and accepted by
Hartford for the purpose of participant-directed transfers of amounts from the
Contract for investment outside of the Contract.

SEPARATE ACCOUNTS: The accounts that we establish to separate the assets of the
Sub-Accounts from our company assets. For the Contracts, the Separate Accounts
are entitled Hartford Life Insurance Company DC Variable Account-I ("DC-I") and
a series of Hartford Life Insurance Company Separate Account Two ("DC-II").

SUB-ACCOUNT: Divisions established within a Separate Account.

SURRENDER: Any partial or complete withdrawal or transfer of Contract values.

TERMINATION VALUE: The value of a Participant's Account on any Valuation Day
before the Annuity Commencement Date less any applicable Premium Taxes not
already deducted and any applicable contingent deferred sales charges.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time).

VALUATION PERIOD: The period between the close of business on successive
Valuation Days.

VARIABLE ANNUITY: An Annuity providing for payments varying in amount in
accordance with the investment experience of the assets held in the underlying
securities of the Separate Account.

5
<PAGE>

FEE TABLE
SUMMARY
Contract Owner Transaction Expenses
(All Sub-Accounts)

<TABLE>
<S> <C>
Sales Charge on Purchases (as a percentage of premium payments)... None
Exchange Fee...................................................... $0
Contingent Deferred Sales Charge (as a percentage of amounts
withdrawn)
First through Sixth Year...................................... 5%
Seventh and Eighth Year....................................... 4%
Ninth and Tenth Year.......................................... 3%
Eleventh and Twelfth Year..................................... 2%
Thirteenth Year............................................... 0%
Annual Maintenance Fee............................................ $0
Annual Expenses -- Separate Account (as a percentage of average
account value)
Mortality and Expense Risk (DC-I) (1)
(.50% mortality, .15% expense and .25% administration)....... 0.900%
Mortality and Expense Risk (DC-II)
(.85% mortality, . 15% expense and .25% administration)...... 1.250%
</TABLE>

- ---------

(1) The Mortality and Expense Risk charge under Separate Account DC-I is 0.750%
of the average daily net assets of DC-I for contract values which exceed $50
million.

We may eliminate or change the Contingent Deferred Sales Charge and
Mortality and Expense Risk charge. See "Experience Rating of Contracts," page
- .

The following table shows annual operating expenses after waiver and
reimbursements for December 31, 1997:

Annual Fund Operating Expenses
(as a percentage of net assets)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
Hartford Bond Fund.............................. 0.515% 0.020% 0.535%
Hartford Stock Fund............................. 0.455% 0.020% 0.475%
Hartford Money Market Fund...................... 0.450% 0.015% 0.465%
Hartford Advisers Fund.......................... 0.635% 0.020% 0.655%
Hartford Capital Appreciation Fund.............. 0.645% 0.020% 0.665%
Hartford Mortgage Securities Fund............... 0.450% 0.025% 0.475%
Hartford Index Fund............................. 0.400% 0.015% 0.415%
Hartford International Opportunities Fund....... 0.705% 0.090% 0.795%
Calvert Social Balanced Portfolio(1)............ 0.690% 0.120% 0.810%
Hartford Dividend & Growth Fund................. 0.685% 0.020% 0.705%
</TABLE>

- ---------

(1) The figures above for the Calvert Social Balanced Portfolio reflect expenses
for fiscal year 1997, and have been restated to reflect an increase in
transfer agency expenses of 0.01% for the Portfolio expected to be incurred
in 1998. Management and Advisory Expenses includes a performance adjustment,
which depending on performance, could cause the fee to be as high as 0.85%
or as low as 0.55%. "Other Expenses" reflect an indirect fee. Net fund
operating expenses after reductions for fees paid indirectly (again,
restated) would be 0.78%.

6
<PAGE>

EXAMPLE DC-I (0.90% CHARGE FOR MORTALITY, EXPENSE RISK AND ADMINISTRATIVE
UNDERTAKINGS)

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

3 5 3 5
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR YEARS YEARS 10 YEARS 1 YEAR YEARS YEARS 10 YEARS
------ ------- ------- -------- ------ ------ ------ -------- ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund................ $ 66 $ 101 $ 138 $ 215 $ 15 $ 46 $ 79 $ 173 $ 15 $ 46 $ 79 $ 173
Stock Fund............... 66 99 135 209 14 44 76 166 14 44 76 166
Money Market Fund........ 66 99 135 208 14 44 75 165 14 44 75 165
Advisers Fund............ 68 105 144 228 16 49 85 186 16 49 85 186
Capital Appreciation
Fund................... 68 105 145 229 16 50 86 187 16 50 86 187
Mortgage Securities
Fund................... 66 99 135 209 14 44 76 166 14 44 76 166
Index Fund............... 65 98 132 202 13 42 72 159 13 42 72 159
International
Opportunities Fund..... 69 109 151 243 17 54 93 202 17 54 93 202
Calvert Social Balanced
Portfolio.............. 69 109 152 245 18 54 94 203 18 54 94 203
Dividend & Growth Fund... 68 106 147 233 16 51 88 192 16 51 88 192
</TABLE>

The purpose of this table is to assist the Contract Owner in understanding
various costs and expenses that a Contract Owner will bear directly or
indirectly. This table reflects expenses of the Separate Account and underlying
Funds. Premium taxes may also be applicable.

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

EXAMPLE DC-I (0.75% CHARGE FOR MORTALITY, EXPENSE RISK AND ADMINISTRATIVE
UNDERTAKINGS)

3 5 3 5
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR YEARS YEARS 10 YEARS 1 YEAR YEARS YEARS 10 YEARS
------ ------- ------- -------- ------ ------ ------ -------- ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund................ $ 65 $ 97 $ 131 $ 199 $ 13 $ 41 $ 71 $ 156 $ 13 $ 41 $ 71 $ 156
Stock Fund............... 64 95 128 192 13 39 68 149 13 39 68 149
Money Market Fund........ 64 95 127 191 12 39 67 148 12 39 67 148
Advisers Fund............ 66 100 137 212 14 45 77 169 14 45 77 169
Capital Appreciation
Fund................... 66 101 137 213 15 45 78 171 15 45 78 171
Mortgage Securities
Fund................... 64 95 128 192 13 39 68 149 13 39 68 149
Index Fund............... 64 93 125 186 12 37 64 142 12 37 64 142
International
Opportunities Fund..... 68 104 144 227 16 49 85 185 16 49 85 185
Calvert Social Balanced
Portfolio.............. 68 105 145 229 16 50 86 187 16 50 86 187
Dividend & Growth Fund... 67 102 139 217 15 46 80 175 15 46 80 175
</TABLE>

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

7
<PAGE>

EXAMPLE DC-II (1.25% CHARGE FOR MORTALITY, EXPENSE RISK AND ADMINISTRATIVE
UNDERTAKINGS)

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

3 3
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR YEARS 5 YEARS 10 YEARS 1 YEAR YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------ ------- -------- ------ ------ ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund................ $ 70 $ 112 $ 156 $ 252 $ 18 $ 57 $ 97 $ 211 $ 18 $ 57 $ 97 $ 211
Stock Fund (1)........... 69 110 153 246 18 55 94 205 18 55 94 205
Money Market Fund........ 69 109 152 245 18 54 94 204 18 54 94 204
Advisers Fund (1)........ 71 115 162 265 20 60 104 224 20 60 104 224
Capital Appreciation Fund
(1).................... 69 110 153 246 18 55 94 205 18 55 94 205
Mortgage Securities
Fund................... 69 108 150 240 17 53 91 198 17 53 91 198
Index Fund (2)........... 72 119 169 279 21 65 111 239 21 65 111 239
International
Opportunities Fund..... 71 115 162 266 20 61 104 225 20 61 104 225
Dividend & Growth Fund... 73 120 170 281 21 65 112 241 21 65 112 241
Calvert Social Balanced
Portfolio.............. 72 117 164 270 20 62 106 230 20 62 106 230
</TABLE>

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

(1) Hartford voluntarily reduces the charge for administrative undertakings with
respect to assets allocated to certain of the sub-accounts in DC-II. The
reduced total charge for mortality, expense risk and administrative
undertakings in these sub-accounts is as follows: Stock Fund, 1.24%;
Advisers Fund, 1.20%; Capital Appreciation, 1.21%.

(2) With respect to the Index Fund Sub-Account, the combined total of the
applicable charge for mortality, expense risk and administrative
undertakings and expense of the underlying Fund are voluntarily limited to
1.25%.

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

8
<PAGE>

SUMMARY

WHAT ARE THE CONTRACTS?

The Contracts are group variable annuity contracts. They are issued in
connection with a Deferred Compensation Plan. We can also issue the Contracts in
connection with certain other non-qualified deferred compensation plans or
certain Qualified Plans.

WHAT IS THE ACCUMULATION PERIOD?

During the Accumulation Period under the Contracts, the Employer makes
Contributions to the Contracts that are used to purchase variable Separate
Account interests. Contributions allocated to purchase variable interests may,
after the deductions described in this Prospectus, be invested in selected
Sub-Accounts of DC-I.

During the Accumulation Period a Contract Owner or a Participant may
allocate monies held in the Separate Account among the available Sub-Accounts of
the Separate Account. There may be restrictions under certain circumstances (see
"May I transfer assets between Sub-Accounts?" commencing on page - ).

WHAT ARE THE SALES CHARGES UNDER THE CONTRACT?

There is no deduction for sales charges at the time Contributions are made
to the Contract. A contingent deferred sales charge ("Sales Charge") is deducted
from Surrenders of or from the Contract. The amount of the Sales Charge depends
on the number of Participant's Contract Years completed with respect to a
Participant's Account before the Surrender. It is a percentage of the amount
Surrendered.

<TABLE>
<CAPTION>
PARTICIPANT'S CONTRACT YEARS SALES CHARGE
------------------------------------------------ ------------
<S> <C>
During the First and Sixth Year................. 5 %
During the Seventh and Eighth Year.............. 4 %
During the Ninth and Tenth Year................. 3 %
During the Eleventh and Twelfth Year............ 2 %
During the Thirteenth Year...................... 0 %
</TABLE>

We may reduce the amount or term of the Sales Charge (see "Experience Rating
under the Contracts", page - ). The Sales Charge will never exceed 8.5% of
aggregate Contributions to a Participant's Account.

No deduction for Sales Charges will be made in certain cases. (See "Is there
ever a time when the Sales Charge does not apply?" commencing on page - .)

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

Because we assume certain risks under the Contract, and we provide certain
administrative services, we deduct a daily charge against all Contract values
held in the Separate Accounts during the life of the Contract. This is the
charge for Mortality, Expense Risk and Administrative Undertakings. The amount
of the charge differs between DC-I and DC-II and, with respect to DC-I, depends
on the value of the Contract:

<TABLE>
<CAPTION>
SEPARATE
ACCOUNT
------------
DC-I DC-II
----- -----
<S> <C> <C>
Rate per annum
(Contract values of $50,000,000 or less)............. 0.90% 1.25%
Rate per annum
(Contract values in excess of $50,000,000)........... 0.75% 1.25%
</TABLE>

We will determine eligibility for the lower per annum rate in DC-I based on
the value of a Contract on the last day of each calendar quarter, each such day
a "Test Date". To be eligible, the value of the Contract must exceed $50,000,000
on two successive Test Dates. A reduction in the charge for Mortality, Expense
Risk and Administrative Undertakings in DC-I requires a conversion period
following a determination of eligibility. The conversion period will generally
not exceed three months, depending on Contract Owner cooperation during the
conversion period.

9
<PAGE>

IS THERE A DEDUCTION FOR PREMIUM TAXES?

We make deductions during the Accumulation Period and Annuity Period, as
appropriate, for the payment of any Premium Taxes levied against the Contract by
a state or other governmental entity. The range is generally up to 3.50%. (See
"Contract Charges," page - .)

IS THERE A DEATH BENEFIT?

We will pay a Minimum Death Benefit if a Participant dies before the earlier
of (1) the Participant's 65th birthday or (2) the Annuity Commencement Date.
(See "Death Benefits" commencing on page - .)

WHAT IS THE ANNUITY PERIOD?

At the end of the Accumulation Period, we will allocate Contract values held
with respect to Participants' Accounts as directed by the Contract Owner to
establish Annuitants' Accounts to provide Fixed and/or Variable Annuities under
the Contracts. If applicable, we will also allocate any additional Contributions
that a Contract Owner elects to make to the Annuitants' Accounts at the
commencement of the Annuity Period, as directed by the Contract Owner.

WHAT ANNUITY PAYMENT OPTIONS ARE AVAILABLE?

When you purchase an Annuity, you may choose one of the following Annuity
payment options, or receive a lump sum payment:

LIFE ANNUITY where we make monthly Annuity payments for as long as the Annuitant
lives.

- - Payments under this option stop upon the death of the Annuitant, even if the
Annuitant dies after one payment.

LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN where we make monthly
payments for the life of the Annuitant with the provision that payments will be
made for a minimum of 120, 180 or 240 months, as elected. If, at the death of
the Annuitant, payments have been made for less than the minimum elected number
of months, then any remaining guaranteed monthly payments will be paid to the
Beneficiary unless other provisions have been made and approved by us.

UNIT REFUND LIFE ANNUITY where we make monthly payments during the life of the
Annuitant and when the Annuitant dies, we pay any remaining value to the
Beneficiary. See Annuity payment Option 3 on page - for a discussion of how the
remaining value is determined.

JOINT AND LAST SURVIVOR ANNUITY where we make monthly payments during the joint
lifetime of the Annuitant and a designated individual (called the joint
Annuitant) and then throughout the remaining lifetime of the survivor.

- - When the Annuity is purchased, the Annuitant elects what percentage (50%,
66 2/3%, or 100%) of the monthly Annuity payment will continue to be paid to
the survivor.

- - It is possible for an Annuitant and joint Annuitant to receive only one
payment in the event of the common or simultaneous death of the Annuitant and
joint Annuitant prior to the due date for the second payment.

PAYMENTS FOR A DESIGNATED PERIOD where we agree to make monthly payments for the
number of years selected. Under the Contracts, the minimum number of years is
five. In the event of the Annuitant's death prior to the end of the designated
period, any then remaining balance of proceeds will be paid in one sum to the
Beneficiary unless other provisions have been made and approved by us.

- - Option 5 does not involve life contingencies and does not provide any
mortality guarantee.

- - Surrenders are subject to the limitations set forth in the contract and any
applicable contingent deferred sales charges.

UNDER ANY OF THE ANNUITY PAYMENT OPTIONS ABOVE, EXCEPT OPTION 5 (ON A
VARIABLE BASIS), NO SURRENDERS ARE PERMITTED AFTER ANNUITY PAYMENTS COMMENCE.

10
<PAGE>

ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- -------- --------
DC-I
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BOND FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 3, 1982)
Accumulation unit value at beginning of
period................................. $ 4.201 $ 4.099 $ 3.499 $ 3.689 $ 3.388 $ 3.251 $ 2.827 $ 2.640
Accumulation unit value at end of
period................................. $ 4.641 $ 4.201 $ 4.099 $ 3.499 $ 3.689 $ 3.388 $ 3.251 $ 2.827
Number of accumulation units outstanding
at end of period (in thousands)........ 8,821 8,711 8,630 9,090 10,092 10,253 10,201 9,871
STOCK FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 3, 1982)
Accumulation unit value at beginning of
period................................. $ 11.059 $ 8.979 $ 6.773 $ 6.990 $ 6.190 $ 5.695 $ 4.628 $ 4.875
Accumulation unit value at end of
period................................. $ 14.413 $ 11.059 $ 8.979 $ 6.773 $ 6.990 $ 6.190 $ 5.695 $ 4.628
Number of accumulation units outstanding
at end of period (in thousands)........ 44.558 42,224 39,271 39,551 37,542 34,861 32,700 29,962
MONEY MARKET FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 14, 1982)
Accumulation unit value at beginning of
period................................. $ 2.738 $ 2.629 $ 2.515 $ 2.450 $ 2.410 $ 2.354 $ 2.248 $ 2.106
Accumulation unit value at end of
period................................. $ 2.861 $ 2.738 $ 2.629 $ 2.515 $ 2.450 $ 2.410 $ 2.354 $ 2.248
Number of accumulation units outstanding
at end of period (in thousands)........ 11,208 9,609 7,884 9,548 9,298 9,999 10,936 11,181
ADVISERS FUND SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation unit value at beginning of
period................................. $ 4.213 $ 3.649 $ 2.876 $ 2.993 $ 2.700 $ 2.524 $ 2.123 $ 2.123
Accumulation unit value at end of
period................................. $ 5.204 $ 4.213 $ 3.649 $ 2.876 $ 2.993 $ 2.700 $ 2.524 $ 2.123
Number of accumulation units outstanding
at end of period (in thousands)........ 137,947 136,232 128,415 126,437 119,064 105,648 93,981 84,223

1989 1988
-------- --------
DC-I
<S> <C> <C>
BOND FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 3, 1982)
Accumulation unit value at beginning of
period................................. $ 2.384 $ 2.244
Accumulation unit value at end of
period................................. $ 2.640 $ 2.384
Number of accumulation units outstanding
at end of period (in thousands)........ 9,462 9,015
STOCK FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 3, 1982)
Accumulation unit value at beginning of
period................................. $ 3.916 $ 3.332
Accumulation unit value at end of
period................................. $ 4.875 $ 3.916
Number of accumulation units outstanding
at end of period (in thousands)........ 28,198 25,658
MONEY MARKET FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 14, 1982)
Accumulation unit value at beginning of
period................................. $ 1.954 $ 1.842
Accumulation unit value at end of
period................................. $ 2.106 $ 1.954
Number of accumulation units outstanding
at end of period (in thousands)........ 8,871 8,703
ADVISERS FUND SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation unit value at beginning of
period................................. $ 1.766 $ 1.566
Accumulation unit value at end of
period................................. $ 2.123 $ 1.766
Number of accumulation units outstanding
at end of period (in thousands)........ 74,660 62,335
</TABLE>

11
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990
-------- -------- -------- -------- -------- -------- -------- --------
CAPITAL APPRECIATION FUND SUB-ACCOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(INCEPTION DATE APRIL 2, 1984)
Accumulation unit value at beginning of
period................................ $ 6.552 $ 5.482 $ 4.257 $ 4.204 $ 3.524 $ 3.050 $ 2.004 $ 2.278
Accumulation unit value at end of
period................................ $ 7.952 $ 6.552 $ 5.482 $ 4.257 $ 4.204 $ 3.524 $ 3.050 $ 2.004
Number of accumulation units outstanding
at end of period (in thousands)....... 62,609 59,279 52,278 46,086 36,598 25,900 19,437 15,293
MORTGAGE SECURITIES FUND SUB-ACCOUNT
(INCEPTION DATE JANUARY 15, 1985)
Accumulation unit value at beginning of
period................................ $ 2.430 $ 2.335 $ 2.034 $ 2.093 $ 1.993 $ 1.929 $ 1.702 $ 1.571
Accumulation unit value at end of
period................................ $ 2.628 $ 2.430 $ 2.335 $ 2.034 $ 2.093 $ 1.993 $ 1.929 $ 1.702
Number of accumulation units outstanding
at end of period (in thousands)....... 9,204 10,597 11,067 10,782 11,722 12,046 11,855 10,291
INDEX FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1987)
Accumulation unit value at beginning of
period................................ $ 1.520 $ 2.353 $ 1.738 $ 1.735 $ 1.605 $ 1.522 $ 1.190 $ 1.255
Accumulation unit value at end of
period................................ $ 1.907 $ 1.520 $ 2.353 $ 1.738 $ 1.735 $ 1.605 $ 1.522 $ 1.190
Number of accumulation units outstanding
at end of period (in thousands)....... 67,788 49,989 19,816 15,356 13,489 11,720 8,519 6,350
CALVERT SOCIAL BALANCED PORTFOLIO
SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation unit value at beginning of
period................................ $ 2.152 $ 1.929 $ 1.504 $ 1.573 $ 1.475 $ 1.388 $ 1.207 $ 1.173
Accumulation unit value at end of
period................................ $ 2.563 $ 2.152 $ 1.929 $ 1.504 $ 1.573 $ 1.475 $ 1.388 $ 1.207
Number of accumulation units outstanding
at end of period (in thousands)....... 10,795 10,160 9,009 7,899 7,199 5,215 3,508 2,036
INTERNATIONAL OPPORTUNITIES FUND
SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation unit value at beginning of
period................................ $ 1.488 $ 1.330 $ 1.181 $ 1.220 $ 0.924 $ 0.979 $ 0.877 $ 1.000
Accumulation unit value at end of
period................................ $ 1.459 $ 1.488 $ 1.330 $ 1.181 $ 1.220 $ 0.924 $ 0.979 $ 0.877
Number of accumulation units outstanding
at end of period (in thousands)....... 38,369 43,558 35,671 38,270 19,894 8,061 4,663 2,564

1989 1988
-------- --------
CAPITAL APPRECIATION FUND SUB-ACCOUNT
<S> <C> <C>
(INCEPTION DATE APRIL 2, 1984)
Accumulation unit value at beginning of
period................................ $ 1.858 $ 1.490
Accumulation unit value at end of
period................................ $ 2.278 $ 1.858
Number of accumulation units outstanding
at end of period (in thousands)....... 13,508 9,970
MORTGAGE SECURITIES FUND SUB-ACCOUNT
(INCEPTION DATE JANUARY 15, 1985)
Accumulation unit value at beginning of
period................................ $ 1.406 $ 1.313
Accumulation unit value at end of
period................................ $ 1.571 $ 1.406
Number of accumulation units outstanding
at end of period (in thousands)....... 8,919 9,005
INDEX FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1987)
Accumulation unit value at beginning of
period................................ $ 0.975 $ 0.850
Accumulation unit value at end of
period................................ $ 1.255 $ 0.975
Number of accumulation units outstanding
at end of period (in thousands)....... 3,639 1,946
CALVERT SOCIAL BALANCED PORTFOLIO
SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation unit value at beginning of
period................................ $ 1.000 --
Accumulation unit value at end of
period................................ $ 1.173 --
Number of accumulation units outstanding
at end of period (in thousands)....... 629 --
INTERNATIONAL OPPORTUNITIES FUND
SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation unit value at beginning of
period................................ -- --
Accumulation unit value at end of
period................................ -- --
Number of accumulation units outstanding
at end of period (in thousands)....... -- --
</TABLE>

12
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990
------- ------- ------ ------ ------ ------ ------ ------
DIVIDEND & GROWTH FUND SUB-ACCOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(INCEPTION DATE MAY 1, 1995)
Accumulation unit value at beginning of
period................................ $ 1.490 $ 1.224 $1.000 -- -- -- -- --
Accumulation unit value at end of
period................................ $ 1.949 $ 1.490 $1.224 -- -- -- -- --
Number of accumulation units outstanding
at end of period (in thousands)....... 37.647 20,897 6,317 -- -- -- -- --
DC-II
BOND FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 25, 1982)
Accumulation unit value at beginning of
period................................ $ 4.187 $ 4.095 $3.500 $3.689 $3.389 $3.251 $2.827 $2.641
Accumulation unit value at end of
period................................ $ 4.604 $ 4.187 $4.095 $3.500 $3.689 $3.389 $3.251 $2.827
Number of accumulation units outstanding
at end of period (in thousands)....... 1,606 1,655 1,368 1,123 992 816 732 724
STOCK FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation unit value at beginning of
period................................ $11.017 $ 8.968 $6.771 $6.988 $6.188 $5.694 $4.627 $4.874
Accumulation unit value at end of
period................................ $14.295 $11.017 $8.968 $6.771 $6.988 $6.188 $5.694 $4.627
Number of accumulation units outstanding
at end of period (in thousands)....... 5,082 4,885 4,413 3,885 3,181 2,517 1,885 1,467
MONEY MARKET FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation unit value at beginning of
period................................ $ 2.725 $ 2.624 $2.512 $2.447 $2.407 $2.351 $2.245 $2.103
Accumulation unit value at end of
period................................ $ 2.834 $ 2.725 $2.624 $2.512 $2.447 $2.407 $2.351 $2.245
Number of accumulation units outstanding
at end of period (in thousands)....... 1,473 1,333 989 905 886 884 929 881
ADVISERS FUND SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation unit value at beginning of
period................................ $ 4.201 $ 3.647 $2.876 $2.993 $2.700 $2.524 $2.123 $2.123
Accumulation unit value at end of
period................................ $ 5.168 $ 4.201 $3.647 $2.876 $2.993 $2.700 $2.524 $2.123
Number of accumulation units outstanding
at end of period (in thousands)....... 10,299 10,505 9,212 8,279 7,023 7,323 6,220 5,565

1989 1988
------ ------
DIVIDEND & GROWTH FUND SUB-ACCOUNT
<S> <C> <C>
(INCEPTION DATE MAY 1, 1995)
Accumulation unit value at beginning of
period................................ -- --
Accumulation unit value at end of
period................................ -- --
Number of accumulation units outstanding
at end of period (in thousands)....... -- --
DC-II
BOND FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 25, 1982)
Accumulation unit value at beginning of
period................................ $2.385 $2.244
Accumulation unit value at end of
period................................ $2.641 $2.385
Number of accumulation units outstanding
at end of period (in thousands)....... 594 433
STOCK FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation unit value at beginning of
period................................ $3.915 $3.331
Accumulation unit value at end of
period................................ $4.874 $3.915
Number of accumulation units outstanding
at end of period (in thousands)....... 1,156 1,011
MONEY MARKET FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation unit value at beginning of
period................................ $1.951 $1.840
Accumulation unit value at end of
period................................ $2.103 $1.951
Number of accumulation units outstanding
at end of period (in thousands)....... 718 628
ADVISERS FUND SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation unit value at beginning of
period................................ $1.766 $1.566
Accumulation unit value at end of
period................................ $2.123 $1.766
Number of accumulation units outstanding
at end of period (in thousands)....... 5,227 4,631
</TABLE>

13
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------
1997 1996 1995 1994 1993 1992 1991 1990
------- ------- ------ ------ ------ ------ ------ ------
CAPITAL APPRECIATION FUND SUB-ACCOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(INCEPTION DATE APRIL 2, 1984)
Accumulation unit value at beginning of
period................................ $ 6.533 $ 5.478 $4.257 $4.204 $3.524 $3.050 $2.004 $2.278
Accumulation unit value at end of
period................................ $ 7.896 $ 6.533 $5.478 $4.257 $4.204 $3.524 $3.050 $2.004
Number of accumulation units outstanding
at end of period (in thousands)....... 11,032 10,979 9,081 6,923 4,940 3,276 2,113 1,455
MORTGAGE SECURITIES FUND SUB-ACCOUNT
(INCEPTION DATE JANUARY 15, 1985)
Accumulation unit value at beginning of
period................................ $ 2.421 $ 2.333 $2.034 $2.093 $1.993 $1.929 $1.702 $1.571
Accumulation unit value at end of
period................................ $ 2.606 $ 2.421 $2.333 $2.034 $2.093 $1.993 $1.929 $1.702
Number of accumulation units outstanding
at end of period (in thousands)....... 1,035 1,141 1,149 994 942 802 736 582
INDEX FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1985)
Accumulation unit value at beginning of
period................................ $ 2.848 $ 2.353 $1.738 $1.735 $1.605 $1.522 $1.190 $1.255
Accumulation unit value at end of
period................................ $ 3.745 $ 2.848 $2.353 $1.738 $1.735 $1.605 $1.522 $1.190
Number of accumulation units outstanding
at end of period (in thousands)....... 5,415 4,378 3,153 2,376 1,862 1,437 871 595
CALVERT SOCIAL BALANCED PORTFOLIO
SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation unit value at beginning of
period................................ $ 2.021 $ 1.817 $1.417 $1.483 $1.391 $1.308 $1.138 $1.106
Accumulation unit value at end of
period................................ $ 2.396 $ 2.021 $1.817 $1.417 $1.483 $1.391 $1.308 $1.138
Number of accumulation units outstanding
at end of period (in thousands)....... 1,291 1,193 923 693 498 317 187 94
INTERNATIONAL OPPORTUNITIES FUND
SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation unit value at beginning of
period................................ $ 1.483 $ 1.329 $1.181 $1.220 $0.924 $0.979 $0.877 $1.000
Accumulation unit value at end of
period................................ $ 1.469 $ 1.483 $1.329 $1.181 $1.220 $0.924 $0.979 $0.877
Number of accumulation units outstanding
at end of period (in thousands)....... 5.864 5,996 4,520 3,640 1,495 553 220 52
DIVIDEND & GROWTH FUND SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation unit value at beginning of
period................................ $ 1.490 $ 1.223 $1.000 -- -- -- -- --
Accumulation unit value at end of
period................................ $ 1.933 $ 1.490 $1.223 -- -- -- -- --
Number of accumulation units outstanding
at end of period (in thousands)....... 6,877 3,874 558 -- -- -- -- --

1989 1988
------ ------
CAPITAL APPRECIATION FUND SUB-ACCOUNT
<S> <C> <C>
(INCEPTION DATE APRIL 2, 1984)
Accumulation unit value at beginning of
period................................ $1.858 $1.490
Accumulation unit value at end of
period................................ $2.278 $1.858
Number of accumulation units outstanding
at end of period (in thousands)....... 1,037 787
MORTGAGE SECURITIES FUND SUB-ACCOUNT
(INCEPTION DATE JANUARY 15, 1985)
Accumulation unit value at beginning of
period................................ $1.406 $1.313
Accumulation unit value at end of
period................................ $1.571 $1.406
Number of accumulation units outstanding
at end of period (in thousands)....... 845 764
INDEX FUND SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1985)
Accumulation unit value at beginning of
period................................ $0.975 $0.850
Accumulation unit value at end of
period................................ $1.255 $0.975
Number of accumulation units outstanding
at end of period (in thousands)....... 275 116
CALVERT SOCIAL BALANCED PORTFOLIO
SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation unit value at beginning of
period................................ $1.000 --
Accumulation unit value at end of
period................................ $1.106 --
Number of accumulation units outstanding
at end of period (in thousands)....... 18 --
INTERNATIONAL OPPORTUNITIES FUND
SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation unit value at beginning of
period................................ -- --
Accumulation unit value at end of
period................................ -- --
Number of accumulation units outstanding
at end of period (in thousands)....... -- --
DIVIDEND & GROWTH FUND SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation unit value at beginning of
period................................ -- --
Accumulation unit value at end of
period................................ -- --
Number of accumulation units outstanding
at end of period (in thousands)....... -- --
</TABLE>

14
<PAGE>

PERFORMANCE RELATED INFORMATION

Each Separate Account may advertise certain performance related information
concerning its 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.

The Advisers, Bond, Calvert Social Balanced, Capital Appreciation, Dividend
and Growth, Index, International Opportunities, Money Market, Mortgage
Securities, and Stock Sub-Accounts may include total return in advertisements or
other sales material.

When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually
be calculated for one year, five years, and ten years or some other relevant
periods if the Sub-Account has not been in existence for at least ten years.
Total return is measured by comparing the value of an investment in the
Sub-Account at the beginning of the relevant period to the value of the
investment at the end of the period (assuming the deduction of any contingent
deferred sales charge which would be payable if the investment were redeemed at
the end of the period). Total return figures are net of all Fund level
management fees and charges and the charge for mortality, expense risk and
administrative undertakings.

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 charges and the charge for mortality,
expense risk and administrative undertakings are not deducted. Therefore,
non-standardized total return for a Sub-Account is higher than standardized
total return for a Sub-Account.

The Bond and Mortgage Securities 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 30 day period is
divided by the unit value on the last day of the period. This figure reflects
the recurring charges on the Separate Account level including the charge for
mortality, expense risk and administrative undertakings.

The Money Market Sub-Account may advertise YIELD AND EFFECTIVE YIELD. The
yield of the 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 reflect the recurring charges on the Separate Account level
including the charge for mortality, expense risk and administrative
undertakings.

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 value 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 Contracts and the
characteristics of and market for such alternatives.

HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company ("Hartford", "we" or "us") is a stock life
insurance company engaged in the business of writing life insurance, both
individual and group, in all states of the United States and the District of
Columbia. We were originally incorporated under the laws of Massachusetts on
June 5, 1902, and subsequently redomiciled to Connecticut. Our offices are
located in Simsbury, Connecticut; however, our mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. We are ultimately controlled by The Hartford Financial
Services Group, Inc., one of the largest financial service providers in the
United States.

15
<PAGE>

HARTFORD'S RATINGS

<TABLE>
<CAPTION>
EFFECTIVE
DATE OF
RATING AGENCY RATING RATING BASIS OF RATING
- ------------------------------ --------- ----- --------------------------------------------------
<S> <C> <C> <C>
A.M. Best and Company, Inc.... 9/9/97 A+ Financial soundness and operating performance.
Standard & Poor's............. 1/23/98 AA Insurer financial strength
Duff & Phelps................. 1/23/98 AA+ Claims paying ability
</TABLE>

THE SEPARATE ACCOUNTS

Hartford Life Insurance Company Separate Account DC Variable Account-I
("DC-I") and a series of Hartford Life Insurance Company Separate Account Two
("DC-II") are where we set aside and invest assets of some of our annuity
contracts, including this Contract. Contributions are held in DC-I during the
Accumulation Period and in DC-II during the Annuity Period. The assets of DC-I
and DC-II were transferred from Hartford Variable Annuity Life Insurance Company
Separate Accounts DC-I and Separate Account DC-II, respectively, on December 31,
1987.

Each Separate Account 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
Accounts or Hartford.

Each Separate Account meets the definition of "separate account" under
federal securities law. Each Separate Account holds only assets for variable
annuity contracts. Each Separate Account, respectively:

- - Holds assets for the benefit of Participants and 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 that
holds assets of other 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 ACCOUNTS. THERE
IS NO ASSURANCE THAT THE VALUE OF YOUR PARTICIPANT ACCOUNT WILL EQUAL THE TOTAL
OF THE CONTRIBUTIONS MADE TO YOUR PARTICIPANT ACCOUNT.

THE FUNDS

Each Hartford HLS Fund is sponsored by us and is incorporated under the laws
of the State of Maryland. HL Investment Advisors, Inc. ("HL Advisors") serves as
the investment adviser to each Hartford HLS Fund. Wellington Management Company,
LLP ("Wellington Management") and The Hartford Investment Management Company,
Inc. ("HIMCO"), serve as sub-investment advisors and provide day to day
investment services.

Calvert Asset Management Company serves as investment advisor and manages
the fixed-income portion of the Calvert Social Balanced Portfolio. The
sub-advisor to the Portfolio is NCM Capital Management Group, Inc. ("NCM"). NCM
manages the equity portion of the Portfolio.

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 Fund's expenses are more fully described
in the accompanying Fund's prospectuses and Statements of Additional
Information, which may be ordered from us. The Fund's prospectuses should be
read in conjunction with this Prospectus before investing.

16
<PAGE>

THESE FUNDS MAY NOT BE AVAILABLE IN ALL STATES.

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

HARTFORD HLS FUNDS

HARTFORD ADVISERS HLS FUND:

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

HARTFORD BOND HLS FUND:

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

HARTFORD CAPITAL APPRECIATION HLS FUND:

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

HARTFORD DIVIDEND AND GROWTH HLS FUND:

Seeks a high level of current income consistent with growth of capital and
reasonable investment risk. Sub-advised by Wellington Management.

HARTFORD INDEX HLS FUND:

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

HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND:

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

HARTFORD MORTGAGE SECURITIES HLS FUND:

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

HARTFORD STOCK HLS FUND:

Seeks long-term growth by investing primarily in equity securities.
Sub-advised by Wellington Management.

HARTFORD MONEY MARKET HLS FUND:

Seeks maximum current income consistent with liquidity and preservation of
capital. Sub-advised by HIMCO.

* "STANDARD & POOR'S-REGISTERED TRADEMARK-", "S&P-REGISTERED TRADEMARK-", "S&P
500-REGISTERED TRADEMARK-", "STANDARD & POOR'S 500", AND "500" ARE TRADEMARKS
OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED FOR USE BY HARTFORD
LIFE INSURANCE COMPANY AND AFFILIATES. HARTFORD INDEX HLS FUND, INC. ("INDEX
FUND") IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND
STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF
INVESTING IN THE INDEX FUND.

17
<PAGE>

CALVERT FUND

CALVERT SOCIAL BALANCED PORTFOLIO:

Seeks to achieve a total return above the rate of inflation through an
actively managed, nondiversified portfolio of common and preferred stocks, bonds
and money market instruments which offer income and capital growth opportunities
and which satisfy the social criteria established for the Portfolio.

ALL FUNDS

The Advisers Sub-Account was not available under Contracts issued prior to
May 2, 1983. The Capital Appreciation Sub-Account was not available under
Contracts issued prior to May 1, 1984. The Mortgage Securities Sub-Account was
not available under Contracts issued prior to January 15, 1985. The Index Sub-
Account was not available under Contracts issued prior to May 1, 1987. The
Dividend and Growth Sub-Account was not available under Contracts issued prior
to May 1, 1995. Funds not available prior to the issue date of a Contract may be
requested in writing by the Contract Owner.

MIXED FUNDING: Shares of the Funds are 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 contracts, a practice known as "mixed 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 Fund. There are certain
risks associated with mixed funding, as disclosed in the Funds' prospectus.

VOTING RIGHTS: We are the legal owners of all Fund shares held in the
Separate Accounts 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 the Contract Owner of any Fund shareholders' meeting if the shares
held for the Contract may be voted;

- - Send proxy materials and a form of instructions to the Contract Owner that
may be used to tell us how to vote the Fund shares held for the Contract;

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

- - Vote all Fund shares attributable to a Contract according to instructions
received from the Contract Owner; 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. Contract Owners may attend any shareholder meeting at which
shares held for their Contract may be voted.

SUBSTITUTION, ADDITION OR DELETION OF FUNDS, SEPARATE ACCOUNTS AND/OR
SUB-ACCOUNTS: We reserve the right, subject to any applicable law, to substitute
the shares of any other registered investment company for the shares of any Fund
held by the Separate Account. Substitution may occur if shares of the Fund(s)
become unavailable or due to changes in applicable law or interpretations of
law. Current law requires notification to you of any such substitution and
approval of the Securities and Exchange Commission. We also reserve the right,
subject to any applicable law, to offer additional Sub-Accounts with differing
investment objectives, and to make existing Sub-Account options unavailable
under the Contracts in the future.

We may offer additional separate account options from time to time under
these Contracts. Such new options will be subject to the then in effect charges,
fees, and or transfer restrictions for the Contracts for such additional
separate accounts.

18
<PAGE>

GENERAL ACCOUNT OPTION

IMPORTANT INFORMATION YOU SHOULD KNOW: THE PORTION OF THE CONTRACT RELATING
TO THE GENERAL ACCOUNT OPTION IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933
("1933 ACT") AND THE GENERAL ACCOUNT OPTION IS NOT REGISTERED AS INVESTMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). NEITHER THE
GENERAL ACCOUNT OPTION NOR ANY INTEREST IN THE GENERAL ACCOUNT OPTION IS 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 GENERAL ACCOUNT OPTION.

The General Account option is part of our General Account that includes our
company assets.

DECLARED RATE OF INTEREST -- We credit interest on Contributions made to the
General Account at a rate we declare for the calendar quarter in which they are
received. We determine the declared interest rate for any quarter. We may change
the declared interest rate for any subsequent quarter in our discretion.

We will guarantee the declared interest rate for any quarter to the end of
that calendar year. Any change in the declared interest rate will be declared
before the start of the quarter.

GUARANTEED RATE OF INTEREST -- For each subsequent calendar year, we will
credit each Contribution with interest at a rate guaranteed for the entire year
(the "Guaranteed Interest Rate"). The Guaranteed Interest Rate for a calendar
year will be determined at the end of the preceding calendar year. We may, from
time to time, credit interest at rates in excess of the Guaranteed Interest
Rate.

DISTRIBUTIONS AND TRANSFERS -- We generally process distributions and
transfers from the General Account within a reasonable period of time after we
receive a Participant request at our Administrative Office. However, under
certain conditions, transfers from the General Account may be limited or
deferred. Distributions may be subject to a contingent deferred sales charge and
may be deferred or subject to a market value adjustment.

ADDITIONAL SEPARATE ACCOUNTS OFFERED UNDER THE CONTRACTS

IMPORTANT INFORMATION YOU SHOULD KNOW: THE CONTRACTS MAY CONTAIN ADDITIONAL
SEPARATE ACCOUNTS. THE PORTION OF THE CONTRACT RELATING TO ADDITIONAL SEPARATE
ACCOUNTS IS NOT REGISTERED UNDER THE 1933 ACT AND THE ADDITIONAL SEPARATE
ACCOUNTS ARE NOT REGISTERED AS INVESTMENT COMPANIES UNDER THE 1940 ACT. NEITHER
THE ADDITIONAL SEPARATE ACCOUNTS NOR ANY INTEREST IN THE ADDITIONAL SEPARATE
ACCOUNTS IS 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 ANY OF THE ADDITIONAL SEPARATE ACCOUNTS. THE
FOLLOWING DISCLOSURE ABOUT THE ADDITIONAL SEPARATE ACCOUNTS MAY BE SUBJECT TO
CERTAIN GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING
THE ACCURACY AND COMPLETENESS OF DISCLOSURE.

Additional separate accounts may be offered under the Contracts. These
separate accounts and their sub-accounts are not described in this Prospectus.
Contract fees and charges will generally apply, including contingent deferred
sales charges, mortality expense risk and administrative charges, and other
charges. These charges may be similar to or different from the fees and charges
described in this Prospectus with respect to the Separate Accounts.

19
<PAGE>

CONTRACT CHARGES

CONTINGENT DEFERRED SALES CHARGE ("SALES CHARGE"): The purpose of the Sales
Charge is to cover expenses relating to the sale and distribution of the
Contracts, including:

- - the cost of preparing sales literature,

- - commissions and other compensation paid to distributing organizations and
their sales personnel, and

- - other distribution related activities.

If the Sales Charge is not sufficient to cover sales and distribution
expenses, we pay those expenses from our general assets, including surplus.
Surplus might include profits resulting from unused mortality and expense risk
charges.

There is no deduction for Sales Charge at the time Contributions are made to
the Contract. The Sales Charge is deducted from Surrenders of or from the
Contract. The amount of the Sales Charge depends on the number of Participant's
Contract Years completed with respect to a Participant's Account before the
Surrender. It is a percentage of the amount Surrendered.

When you request a full Surrender, the Sales Charge is deducted from the
amount Surrendered and the balance is paid to you.

- - Example: You request a full Surrender when the value of your Participant
Account is $1,000 and the applicable Sales Charge is 5%: Your Sub-Account(s)
will be surrendered by $1,000 and you will receive $950 (i.e., the $1,000
Surrender less the 5% Sales Charge).

If you request a partial Surrender and ask for a specific dollar amount, the
Sales Charge will be calculated on the total amount that must be withdrawn from
your Sub-Account(s) to provide you with the amount requested.

- - Example: You ask for $1,000 when the applicable Sales Charge is 5%: Your
Sub-Account(s) will be reduced by $1,052.63 (i.e., a total withdrawal of
$1,052.63 made up of $52.63 in Sales Charge plus the $1,000 you requested).
The net amount of $1,000 is paid to you.

IS THERE EVER A TIME WHEN THE SALES CHARGE DOES NOT APPLY?

We will waive the Sales Charge for certain Eligible Surrenders. An Eligible
Surrender is a withdrawal that is (1) made because of a Qualifying Event and (2)
payable directly to the Participant, or if applicable, the Beneficiary. A
Qualifying Event is the Participant's:

- - death;

- - financial hardship, as defined in the Plan;

- - separation from service; or

- - retirement.

A transfer to a Plan funding vehicle issued by another investment provider
is not an Eligible Surrender. The Sales Charge does not apply to a transfer of
Contract values from this Contract to another group annuity contract issued by
us or one of our affiliates. This waiver may not be available in all States.

No deduction for the Sales Charge will apply to a transfer to a Related
Participant Directed Account Option. The Related Participant Directed Account
Option may not be available in all states.

20
<PAGE>

MORTALITY, EXPENSE RISK AND ADMINISTRATIVE CHARGE: Because we assume certain
risks under the Contract, and we provide certain administrative services, we
deduct a daily charge against all Contract values held in the Separate Accounts
during the life of the Contract. The amount of the charge differs between DC-I
and DC-II and, with respect to DC-I, depends on the value of the Contract:

Although Variable Annuity payments made under the Contracts will vary in
accordance with the investment performance of the underlying Fund shares held in
the Sub-Account(s), the payments will not be affected by (a) our actual
mortality experience among Annuitants before or after the Annuity Commencement
Date or (b) our actual expenses, including certain administrative expenses, if
greater than the deductions provided for in the Contracts because of our expense
and mortality undertakings.

There are two types of mortality risks:

- - mortality risks during the Accumulation Period

- - mortality risks during the Annuity Period

We take a mortality risk in the Accumulation Period because we assume the
mortality risk for the death benefit in event of the death of an Annuitant
before commencement of Annuity payments, in periods of declining value.

We take a mortality risk during the Annuity Period because we agree to make
monthly Annuity payments (determined in accordance with the 1983a Individual
Annuity Mortality Table and other provisions contained in the Contract) to
Annuitants regardless of how long an Annuitant may live, and regardless of how
long all Annuitants as a group may live. We also assume the liability for
payment of a minimum death benefit under the Contract. These mortality
undertakings are based on our determination of expected mortality rates among
all Annuitants. If actual experience among Annuitants during the Annuity payment
period deviates from our actuarial determination of expected mortality rates
among Annuitants because, as a group, their longevity is longer than
anticipated, we must provide amounts from our general funds to fulfill our
contractual obligations. We will bear the loss in such a situation.

The administrative undertaking provided by Hartford assures the Contract
Owner that administration will be provided throughout the entire life of the
Contract.

We may reduce the rate charged for the mortality, expense risk and
administrative undertakings under the Contracts (see "Experience Rating under
the Contracts," below). The rate charged for the mortality, expense risk, and
administrative undertakings may be periodically increased but will not exceed
2.00% per year, provided, however, that no such increase will occur unless the
Commission first approves such increase.

PREMIUM TAXES: Charges are also deducted for Premium Tax, if applicable,
imposed by state or other governmental entity. Certain states and municipalities
impose a Premium Tax, generally ranging up to 3.50%. In some cases, Premium
Taxes are deducted at the time purchase payments are made; in other cases
Premium Tax is assessed at the time of annuitization. We will pay Premium Taxes
at the time imposed under applicable law. At our sole discretion, we may deduct
Premium Taxes at the time we pay such taxes to the applicable taxing
authorities, at the time the Contract is surrendered, at the time a death
benefit is paid, or at the time a Participant annuitizes.

21
<PAGE>

Participants, (2) the sum of all Participants' Account values, (3) the
allocation of Contract values between the General Account and the Separate
Accounts under the Contract, (4) present or anticipated levels of Contributions,
distributions, transfers, administrative expenses or commissions, and (5)
whether we are the exclusive annuity contract provider. Experience credits can
take the form of a reduction in the deduction for mortality, expense risk and
administrative undertakings, a reduction in the term or amount of any applicable
Sales Charges, an increase in the rate of interest credited under the Contract,
a payment to be allocated as directed by the Contract Owner, or any combination
of the foregoing. We may apply experience credits either prospectively or
retrospectively. We may apply and allocate experience credits in such manner as
we deem appropriate. Any such credit will not be unfairly discriminatory against
any person, including the affected Contract Owners or Participants. Experience
credits have been given in certain cases. Participants in Contracts receiving
experience credits will receive notification regarding such credits. Experience
credits may be discontinued at our sole discretion in the event of a change in
applicable factors.

THE CONTRACTS

THE CONTRACTS OFFERED: The Contracts are group variable annuity contracts.
They are designed to fund certain Deferred Compensation Plans established under
section 457 of the Code for employees and other eligible service providers of
states and their political subdivisions and certain other organizations exempt
from taxation. The Contracts may also be issued in connection with certain other
non-qualified deferred compensation plans or certain Qualified Plans.

For Deferred Compensation Plans established under section 457 of the Code
for the benefit of any organization that is exempt from the federal income tax,
other than a governmental unit, all amounts of compensation deferred under the
Plan, all property and rights purchased with such amounts, and all income
attributable to such amounts, property, or rights, remain (until made available
to a Participant or other Beneficiary) solely the property and the rights of the
Contract Owner (without being restricted to the provision of benefits under the
Plan), subject only to the claims of the Contract Owner's general creditors.

For Deferred Compensation Plans that are Plans established under section
457(b) of the Code by a state, a political subdivision of a state, or any agency
or instrumentality of a state or political subdivision of a state after August
20, 1996, the assets and income of the Plan must be held in trust for the
exclusive benefit of the Participants and the Beneficiaries of the Plan. For
this purpose, custodial accounts and certain annuity contracts are treated as
trusts. Such 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 Deferred Compensation Plans under section 457(f) of the Code.

PURCHASE OF A CONTRACT: A single group Contract is issued to the Contract
Owner, covering all present and future participating employees and other
eligible persons providing services to the Employer. The Contracts provide for
variable (Separate Account) Contributions and allocations to the General Account
during the Accumulation Period. The Contract Owner can direct that a Participant
Account be established for each Participant for purposes of determining benefits
payable under the Plan.

CONTRACT RIGHTS AND PRIVILEGES AND ASSIGNMENTS: The Contract belongs to the
Contract Owner. However, under certain Deferred Compensation Plans, the Contract
Owner must hold the Contract for the exclusive benefit of the Plan's
Participants and Beneficiaries. The Contract Owner's rights and privileges may
only be exercised in a manner that is consistent with the written Plan adopted
by the Contract Owner. The Contract Owner's interest in the Contract may be
assigned. However, amounts held under a Contract on behalf of a Participant are
nontransferable and cannot be assigned.

PRICING AND CREDITING OF CONTRIBUTIONS: We credit initial Contributions to
your Participant Account within two business days after we receive your properly
completed application and the initial Contribution at our Administrative Office.

If your application or other necessary information is incomplete when
received, your initial Contribution will be credited to your Participant Account
not later than two business days after the application is made complete.
However, if an incomplete application is not made complete within five business
days of its initial receipt, the Contribution will be immediately returned
unless we inform the Contract Owner of the delay and the Contract Owner tells us
not to return it.

22
<PAGE>

Subsequent Contributions properly designated for your Participant Account
are priced on the Valuation Day that we receive the Contribution at our
Administrative Office.

MAY I MAKE CHANGES IN THE AMOUNTS OF MY CONTRIBUTION?

Yes, however the minimum Contribution that may be made at any one time on
behalf of a Participant is $30 unless the Employer's Plan provides otherwise. If
the Plan adopted by the Contract Owner so provides, the Contract permits the
allocation of Contributions, in multiples of 10% among the several Sub-Accounts
of the Separate Accounts. The minimum amount that may be allocated to any
Sub-Account in a Separate Account shall not be less than $10. Such changes must
be requested in the form and manner prescribed by us.

MAY I TRANSFER ASSETS BETWEEN SUB-ACCOUNTS?

Yes, you can transfer the values of your Sub-Account allocations from one or
more Sub-Accounts to another during the Accumulation Period. You can make
transfers between Sub-Accounts and changes in Sub-Account allocations by written
request or by calling 1-800-528-9009. Any transfers or changes made in writing
will be effected as of the date we receive the request at our Administrative
Office.

If available under your Employer's Plan, you may also transfer amounts to a
Related Participant Directed Account Option. The Related Participant Directed
Account Option may not be available in all states.

The following transfer restrictions apply to Contracts issued or amended on
or after May 1, 1992:

Transfers of assets presently held in the General Account, or which were
held in the General Account at any time during the preceding three months, to
the Money Market Fund Sub-Account, or to any money market sub-account
established in the future, are prohibited.

Similarly, transfers of assets presently held in the Money Market Fund
Sub-Account, or any money market sub-account established in the future, or which
where held in any of these Sub-Accounts during the preceding three months, to
the General Account are prohibited.

We, or our agents and affiliates will not be responsible for losses
resulting from acting upon telephone requests reasonably believed to be genuine.
We will employ reasonable procedures to confirm that instructions communicated
by telephone are genuine. The procedures we follow for transactions initiated by
telephone include requirements that callers provide certain information for
identification purposes. All transfer instructions by telephone are
tape-recorded.

IT IS YOUR RESPONSIBILITY TO VERIFY THE ACCURACY OF ALL CONFIRMATIONS OF
TRANSFERS AND TO PROMPTLY ADVISE US AT OUR ADMINISTRATIVE OFFICE OF ANY
INACCURACIES WITHIN 30 DAYS OF THE DATE YOU RECEIVE YOUR CONFIRMATION.

The right to reallocate Contract values is subject to modification by us if
we determine, in our sole opinion, that the exercise of that right by one or
more Participants or Contract Owners is, or would be, to the disadvantage of
other Participants or Contract Owners. Any modification could be applied to
transfers to or from some or all of the Sub-Accounts and could include, but not
be limited to, the requirement of a minimum time period between each transfer,
not accepting transfer requests of an agent acting under a power of attorney on
behalf of more than one Participant or Contract Owner, or limiting the dollar
amount that may be transferred between the Sub-Accounts by you at any one time.
SUCH RESTRICTIONS MAY BE APPLIED IN ANY MANNER REASONABLY DESIGNED TO PREVENT
ANY USE OF THE TRANSFER RIGHT WHICH WE CONSIDER TO BE TO THE DISADVANTAGE OF
OTHER CONTRACT OWNERS OR PARTICIPANTS.

DOLLAR COST AVERAGING: If, during the Accumulation Period, the portion of
your Contract values held under the General Account option is at least $5,000,
or the value of your Accumulation Units held under the Money Market Sub-Account
is at least $5,000, you may choose to have a specified dollar amount transferred
from either the General Account option or the Money Market Sub-Account,
whichever meets the applicable minimum value, to other Sub-Accounts of the
Separate Account at monthly, quarterly, semi-annual or annual intervals
("transfer intervals"). This is known as Dollar Cost Averaging. The main
objective of a Dollar Cost Averaging program is to minimize the impact of short
term price fluctuations. Since the same dollar amount is transferred to other
Sub-Accounts at set intervals, more units are purchased in a Sub-Account if the
value per unit is low and less units are purchased if the value per unit is
high. Therefore, a lower average cost per unit

23
<PAGE>

may be achieved over the long term. A Dollar Cost Averaging program allows
investors to take advantage of market fluctuations. However, it is important to
understand that Dollar Cost Averaging does not assure a profit or protect
against a loss in declining markets.

The minimum amount that may be transferred to any one Sub-Account at a
transfer interval is $100. The transfer date will be the monthly, quarterly,
semi-annual or annual anniversary, as applicable, of your first transfer under
your initial Dollar Cost Averaging election. The first transfer will commence
within five (5) business days after we receive your initial election either on
an appropriate election form in good order or by telephone subject to the
telephone transfer procedures detailed above. The dollar amount will be
allocated to the Sub-Accounts that you specify, in the proportions that you
specify on the appropriate election form that we provide or over our recorded
telephone line. You may specify a maximum of five (5) Sub-Accounts. If, on any
transfer date, your General Account value or the value of your Accumulation
Units under the Money Market Sub-Account, as applicable, is less than the amount
you have elected to have transferred, your Dollar Cost Averaging program will
end. You may cancel your Dollar Cost Averaging election by sending us a written
notice at our Administrative Office or by calling one of our representatives at
1-800-528-9009 and giving us notice on our recorded telephone line.

HOW DO I KNOW WHAT MY PARTICIPANT ACCOUNT IS WORTH?

Your Participant Account value reflects the value of amounts under your
Participant Account allocated to the General Account option and the
Sub-Accounts. Your Participant Account value is reflected on your quarterly
statement. You can also call 1-800-528-9009 to obtain your most current
Participant Account value.

SUB-ACCOUNT VALUES -- Your Sub-Account value on the date your Participant
Account is first established is the amount of the Contribution allocated to any
Sub-Account. After that, we determine your Sub-Account value by determining the
Accumulation Unit value for each Sub-Account, and then multiplying that value by
the number of those units. Sub-Account value reflects any variation of the
income, dividends, net capital gains or losses, realized or unrealized, and any
amounts transferred into or out of that Sub-Account. There is no assurance that
the value in the Sub-Accounts will equal or exceed the Contributions made to
such Sub-Accounts.

ACCUMULATION UNITS -- The number of Accumulation Units credited to a
Sub-Account is determined by dividing the dollar amount you allocated to that
Sub-Account by the value of one Accumulation Unit for that Sub-Account.
Contributions made or Contract values allocated to a Sub-Account increase the
number of Accumulation Units of that Sub-Account. Surrenders and transfers out
of a Sub-Account result in a decrease in the number of Accumulation Units of the
Sub-Account. Accumulation Units are valued as of the end of the Valuation
Period.

ACCUMULATION UNIT VALUE -- The Accumulation Unit value for each Sub-Account
was arbitrarily set initially at $1 when the Sub-Account began operations. After
that, the Accumulation Unit value for each Sub-Account will equal (a) the
Accumulation Unit value at the end of the preceding Valuation Day multiplied by
(b) the Net Investment Factor (see the definition below) for the Valuation Day
for which the Accumulation Unit value is being calculated.

NET INVESTMENT FACTOR -- The Net Investment Factor is an index applied to
measure the investment performance of a Sub-Account from one Valuation Period to
the next. For each Sub-Account, the Net Investment Factor reflects the
investment performance of the Fund in which that Sub-Account invests and the
charges assessed against that Sub-Account for a Valuation Period. The Net
Investment Factor is calculated by dividing (a) by (b) and subtracting (c) from
the result, where:

(a) Is the net asset value of the Fund held in that Sub-Account, determined
at the end of the current Valuation Period (plus the per share amount of any
dividends or capital gains distributions made by that Fund);

(b) Is the net asset value of the Fund held in the Sub-Account, determined
at the beginning of the Valuation Period;

(c) Is a daily factor representing the mortality and expense risk charge and
any applicable administration charge deducted from the Sub-Account, adjusted for
the number of days in the Valuation Period.

24
<PAGE>

HOW ARE THE UNDERLYING FUND SHARES VALUED?

The shares of the Fund are valued at net asset value on a daily basis. A
complete description of the valuation method used in valuing Fund shares may be
found in the accompanying Prospectus of each Fund.

DEATH BENEFITS

DETERMINATION OF THE BENEFICIARY -- The Beneficiary is the person or persons
designated to receive payment of the death benefit upon the death of the
Participant. If no designated Beneficiary remains living at the death of the
Participant, the Participant's estate is the Beneficiary.

DEATH BEFORE THE ANNUITY COMMENCEMENT DATE:

- - DEATH PRIOR TO AGE 65: If the Participant dies before the Annuity
Commencement Date or the Participant's attainment of age 65 (whichever comes
first) the Minimum Death Benefit is payable to the Beneficiary. The Minimum
Death Benefit is the greater of (a) the Termination Value of your
Participant Account determined as of the day we receive Due Proof of Death
or (b) 100% of the total Contributions made to your Participant Account,
reduced by any prior partial Surrenders. "Termination Value" means the value
of a Participant's Account on any Valuation Day before the Annuity
Commencement Date less any applicable Premium Taxes not already deducted and
any applicable contingent deferred sales charges.

- - DEATH ON OR AFTER AGE 65: If the Participant dies before the Annuity
Commencement Date but on or after the Participant's 65th birthday, the
Beneficiary will receive the Termination Value of your Participant Account
as of the Date we receive Due Proof of Death at our Administrative Offices.

CALCULATION OF THE DEATH BENEFIT -- If the Participant dies before the
Annuity Commencement Date, the death benefit will be calculated as of the date
we receive Due Proof of Death. THE DEATH BENEFIT REMAINS INVESTED IN THE
SEPARATE ACCOUNT AND/OR GENERAL ACCOUNT OPTION ACCORDING TO YOUR LAST
INSTRUCTIONS UNTIL THE PROCEEDS ARE PAID OR WE RECEIVED NEW SETTLEMENT
INSTRUCTIONS FROM THE BENEFICIARY. DURING THE TIME PERIOD BETWEEN OUR RECEIPT OF
DUE PROOF OF DEATH AND OUR RECEIPT OF THE COMPLETED SETTLEMENT INSTRUCTIONS, THE
CALCULATED DEATH BENEFIT WILL BE SUBJECT TO MARKET FLUCTUATIONS. UPON RECEIPT OF
COMPLETE SETTLEMENT INSTRUCTIONS, WE WILL CALCULATE THE PAYABLE AMOUNT.

If the payable amount is taken in a single sum, payment will normally be
made within seven days of our receipt of completed settlement instructions.

You may apply the death benefit payment to any one of the Annuity payment
options under DC-II (see "Annuity payment options" commencing on page - )
instead of receiving the death benefit payment in a single sum. An election to
receive payment of death benefits under an Annuity payment option must be made
before a lump sum settlement and within one year after the death by written
notice to us at our Administrative Offices. Proceeds due on death may be applied
to provide variable payments, fixed payments, or a combination of variable and
fixed payments. No election to provide Annuity payments will become operative
unless the initial Annuity payment is at least $20.00 on either a variable or
fixed basis, or $20.00 on each basis when a combination benefit is elected. The
manner in which the Annuity payments are determined and in which they may vary
from month to month are the same as applicable to a Participant's Account after
retirement (see "How are Contributions made to establish my Annuity Account?"
commencing on page - ).

DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE: If the Annuitant dies on or
after the Annuity Commencement Date, we will make the payments described below
to the Beneficiary under the following Annuity payment options, subject to the
specific terms of those Annuity payment options:

x Life Annuity with 120, 180 or 240 Monthly Payments Certain (Option 2)

x Unit Refund Life Annuity (Option 3)

x Joint and Last Survivor Life Annuity (Option 4)

x Payments for a Designated Period (Option 5)

25
<PAGE>

SETTLEMENT PROVISIONS

After termination of Contributions on behalf of a Participant prior to the
selected Annuity Commencement Date for that Participant, the Contract Owner will
have the following options:

1. CONTINUE THE PARTICIPANT'S ACCOUNT UNDER THE CONTRACT. Under this option,
when the selected Annuity Commencement Date arrives, payments will begin under
the selected Annuity payment option. (See "Annuity payment options?" commencing
on page - .) At any time in the interim, a Contract Owner may surrender the
Participant's Account for a lump sum cash settlement in accordance with 3.
below.

2. TO PROVIDE ANNUITY PAYMENTS IMMEDIATELY. The values in a Participant's
Account may be applied, subject to contractual provisions, to provide for Fixed
or Variable Annuity payments, or a combination thereof, commencing immediately,
under the selected Annuity payment option under the Contract. (See "Annuity
payment options" commencing on page - .)

3. TO SURRENDER THE PARTICIPANT'S ACCOUNT IN A SINGLE SUM. The amount
received will be the net Termination Value next computed after we receive a
written surrender request for complete surrender at our Administrative Offices.
Payment will normally be made within seven days after we receive the written
request.

4. TO REQUEST A PARTIAL SURRENDER OF THE PARTICIPANT'S ACCOUNT. Partial
surrenders are taken from the Sub-Account(s) that you specify. If you do not
specify the Sub-Account(s), we will take the amount out of all applicable
Sub-Account(s) on a pro rata basis. We will deduct any contingent deferred sales
charges from the partial Surrender (see "Contract Charges" commencing on page
- ).

CAN PAYMENT OF THE SURRENDER VALUE EVER BE POSTPONED BEYOND THE SEVEN-DAY
PERIOD?

Yes. It may be postponed whenever (a) the New York Stock Exchange is closed,
except for holidays or weekends, or trading on the New York Stock Exchange is
restricted as determined by the Securities and Exchange Commission; (b) the
Securities and Exchange Commission permits postponement and so orders; or (c)
the Securities and Exchange Commission determines that an emergency exists
making valuation of the amounts or disposal of securities not reasonably
practicable.

MAY I SURRENDER ONCE ANNUITY PAYMENTS HAVE STARTED?

Once Annuity payments have commenced for an Annuitant, no Surrender of the
Annuity benefit can be made for the purpose of receiving a partial withdrawal or
a lump sum settlement.

WHAT ARE ANNUITY RIGHTS?

Annuity Rights entitle the Contract Owner to have Annuity payments made at
the rates set forth in the Contract at the time of issue. Such rates are
applicable to all amounts held in a Participant Account during the Accumulation
Period which do not exceed a limit of five times the gross Contributions made to
that Participant Account during the Accumulation Period. Any amounts in excess
of this limit may be applied at Annuity rates then being offered by us.

HOW DO I ELECT AN ANNUITY COMMENCEMENT DATE AND ANNUITY PAYMENT OPTION?

The Contract Owner selects an Annuity Commencement Date, usually between a
Participant's 50th and 75th birthdays, and an Annuity payment option. The
Annuity Commencement Date may be the first day of any month before or including
the month of a Participant's 75th birthday, or an earlier date if prescribed by
applicable law. In the absence of a written election to the contrary, the
Annuity Commencement Date will be the first day of the month coinciding with or
next following the Participant's 75th birthday.

The Annuity Commencement Date and/or the Annuity payment option may be
changed from time to time, but any such change must be made at least 30 days
prior to the date on which Annuity payments are scheduled to begin. Annuity
payments will normally be made on the first business day of each month or
another mutually agreed upon business day.

The contract contains five Annuity payment options that may be selected on
either a Fixed or Variable Annuity basis, or a combination thereof. If a
Contract Owner does not elect otherwise, we reserve the right to begin Annuity
payments at age 75 under Option 2 with 120 monthly payments certain. However, we
will not assume responsibility in determining or monitoring minimum
distributions beginning at age 70 1/2 (See "Federal Tax Consequences" beginning
on page - ).

26
<PAGE>
WHAT IS THE MINIMUM AMOUNT THAT I MAY SELECT FOR AN ANNUITY PAYMENT?

The minimum Annuity payment is $20.00. No election may be made which results
in a first payment of less than $20.00. If at any time Annuity payments are or
become less than $20.00, we have the right to change the frequency of payment to
intervals that will result in payments of at least $20.00.

HOW ARE CONTRIBUTIONS MADE TO ESTABLISH AN ANNUITY ACCOUNT?

During the Annuity Period, Contract values and any allowable additional
Contributions made by the Contract Owner for the purpose of effecting Annuity
payments under the Contract are, based upon the information received from the
Contract Owner, applied to establish Annuitant's Accounts under the Contracts to
provide Fixed or Variable Annuity payments.

At the end of the Accumulation Period there is an automatic transfer of all
DC-I values from the Participant's Account to DC-II to establish an Annuitant's
Account with respect to DC-II. Such a transfer is effected by a transfer of
ownership of DC-I interests in the underlying securities to DC-II. The value of
a Participant's Account that is transferred to DC-II will be without application
of any sales charges or other expenses, with the exception of charges for any
applicable Premium Taxes.

CAN A CONTRACT BE SUSPENDED BY A CONTRACT OWNER?

A Contract may be suspended by the Contract Owner by giving us written
notice at least 90 days before the effective date of the suspension at our
Administrative Office. A Contract will be suspended automatically on its
anniversary if the Contract Owner fails to assent to any modification of a
Contract. (See "Can a Contract be modified?" commencing on page - .) In this
context, such modifications would have become effective on or before that
anniversary.

Upon suspension, we will continue to accept Contributions, subject to the
terms of the Contract, as such terms are applicable to Participant's Accounts
under the Contracts prior to such suspension. However, no Contributions will be
accepted on behalf of any new Participant Accounts. Annuitants at the time of
any suspension will continue to receive their Annuity payments. The suspension
of a Contract will not preclude a Contract Owner form applying existing
Participant's Accounts to the purchase of Fixed or Variable Annuity benefits.

ANNUITY PAYMENT OPTIONS:

OPTION 1: LIFE ANNUITY where we make monthly Annuity payments for as long as the
Annuitant lives.

- - Payments under this option stop with the last monthly payment preceding the
death of the Annuitant, even if the Annuitant dies after one payment. This
option offers the maximum level of monthly payments of any of the other life
annuity options (Options 2-4) since there is no guarantee of a minimum number
of payments nor a provision for a death benefit payable to a Beneficiary.

OPTION 2: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN where we
make monthly payments for the life of the Annuitant with the provision that
payments will be made for a minimum of 120, 180 or 240 months, as elected. If,
at the death of the Annuitant, payments have been made for less than the minimum
elected number of months, then any remaining guaranteed monthly payments will be
paid to the Beneficiary unless other provisions have been made and approved by
us.

OPTION 3: UNIT REFUND LIFE ANNUITY where we make monthly payments during the
life of the Annuitant terminating with the last payment due prior to the death
of the Annuitant, except that an additional payment will be made to the
Beneficiary if (a) below exceeds (b) below:

total amount applied under the option
(a) = at the Annuity Commencement Date
--------------------------------------------------------------------
Annuity Unit value at the Annuity Commencement Date

number of Annuity Units represented by number of monthly
(b) = each monthly Annuity Payment made X Annuity Payments made

The amount of the additional payments is determined by multiplying the
excess, if any, by the Annuity Unit value as of the date we receive Due Proof of
Death.

27
<PAGE>

OPTION 4: JOINT AND LAST SURVIVOR ANNUITY where we make monthly payments during
the joint lifetime of the Annuitant and a designated individual (called the
joint Annuitant) and then throughout the remaining lifetime of the survivor,
ending with the last payment prior to the death of the survivor.

- - When the Annuity is purchased, the Annuitant elects what percentage (50%,
66 2/3%, or 100%) of the monthly Annuity payment will continue to be paid to
the survivor.

- - Under this Option 4, it would be possible for an Annuitant and joint
Annuitant to receive only one payment in the event of the common or
simultaneous death of the Annuitant and joint Annuitant prior to the due date
for the second payment.

OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD where we agree to make monthly
payments for the number of years selected. Under the Contracts, the minimum
number of years is five. In the event of the Annuitant's death prior to the end
of the designated period, any then remaining balance of proceeds will be paid in
one sum to the Beneficiary unless other provisions have been made and approved
by us.

- - Option 5 does not involve life contingencies and does not provide any
mortality guarantee.

- - Surrenders are subject to the limitations set forth in the Contract and any
applicable contingent deferred sales charges. (See "Contract Charges"
commencing on page - .)

UNDER ANY OF THE ANNUITY PAYMENT OPTIONS ABOVE, EXCEPT OPTION 5 (ON A
VARIABLE BASIS), NO SURRENDERS ARE PERMITTED AFTER ANNUITY PAYMENTS COMMENCE.

OPTIONS 2 AND 5 ARE AVAILABLE ONLY IF THE GUARANTEED ANNUITY PAYMENT PERIOD
IS LESS THAN THE LIFE EXPECTANCY OF THE ANNUITANT AT THE TIME THE OPTION BECOMES
EFFECTIVE. SUCH LIFE EXPECTANCY SHALL BE COMPUTED ON THE BASIS OF THE MORTALITY
TABLE PRESCRIBED BY THE IRS OR, IF NONE IS PRESCRIBED, THE MORTALITY TABLE THEN
IN USE BY US.

WE MAY OFFER OTHER ANNUITY PAYMENT OPTIONS FROM TIME TO TIME.

HOW ARE VARIABLE ANNUITY PAYMENTS DETERMINED?

The value of the Annuity Unit for each Sub-Account in the Separate Account
for any day is determined by multiplying the value for the preceding day by the
product of (1) the Net Investment Factor (see "How is the Accumulation Unit
value determined?" commencing on page - ) for the day for which the Annuity
Unit value is being calculated, and (2) a factor to neutralize the assumed net
investment rate discussed below.

The value of the Contract is determined as the product of the value of the
Accumulation Unit credited to each Sub-Account no earlier than the close of
business on the fifth business day preceding the date the first Annuity payment
is due and the number of Accumulation Units credited to each Sub-Account as of
the date the Annuity is to commence.

The first monthly payment varies according to the Annuity payment option
selected. The Contract cites Annuity tables derived from the 1983a Individual
Annuity Mortality Table with an assumed interest rate ("A.I.R.") of 4.00% per
annum. The total first monthly Annuity payment is determined by multiplying the
value (expressed in thousands of dollars) of a Sub-Account (less any applicable
Premium Taxes) by the amount of the first monthly payment per $1,000 of value
obtained from the tables in the contracts. With respect to Fixed Annuities only,
the current rate will be applied if it is higher than the rate under the tables
in the Contract.

Level Annuity payments would be provided if the net investment rate remained
constant and equal to the A.I.R. In fact, payments will vary up or down in the
proportion that the net investment rate varies up or down from the A.I.R. A
higher A.I.R. may produce a higher initial payment but more slowly rising and
more rapidly falling subsequent payments than would a lower interest rate
assumption.

The amount of the first monthly Annuity payment, determined as described
above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account not later than the fifth business day preceding the day on which the
payment is due in order to determine the number of Annuity Units represented by
the first payment. This number of Annuity Units remains fixed during the Annuity
Period, and in each subsequent month the dollar amount of the Annuity payment is
determined by multiplying this fixed number of Annuity Units by the then current
Annuity Unit value.

The Annuity payments will be made on the date selected. The Annuity Unit
value used in calculating the amount of the Annuity payments will be based on an
Annuity Unit value determined as of the close of business on a day not more than
the fifth business day preceding the date of the Annuity payment.

28
<PAGE>

Here is an example of how a Variable Annuity is determined:

ILLUSTRATION OF ANNUITY PAYMENTS:
(UNISEX) AGE 65, LIFE ANNUITY WITH 120 PAYMENTS CERTAIN

<TABLE>
<S> <C>
1. Net amount applied........................................ $ 139,782.50
2. Initial monthly income per $1,000 of payment applied...... 6.13
3. Initial monthly payment (1 X 2 DIVIDED BY 1,000)......... $ 856.87
4. Annuity Unit Value........................................ 3.125
5. Number of monthly annuity units (3 X 4)................... 274.198
6. Assume annuity unit value for second month equal to....... 2.897
7. Second monthly payment (6 X 5)............................ $ 794.35
8. Assume annuity unit value for third month equal to 3.415
9. Third month payment (8 X 5)............................... $ 936.39
</TABLE>

The above figures are simply to illustrate the calculation of a Variable
Annuity and have no bearing on the actual historical record of any Separate
Account.

FEDERAL TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSEQUENCES WHICH AFFECT THESE CONTRACTS?

A. GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT A CONTRACT INVOLVED AND THE TYPE OF PLAN
UNDER WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A
PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT
DESCRIBED HEREIN.

It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these contracts cannot be made in
this Prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. For detailed information, a
qualified tax adviser should always be consulted. This discussion is based on
Hartford's understanding of existing federal income tax laws as they are
currently interpreted.

B. HARTFORD AND DC-I AND DC-II

DC-I is not taxed as a part of Hartford. The taxation of DC-I is governed by
M of Chapter 1 of the Internal Revenue Code of 1986, as amended (the "Code"). By
distributing substantially all of the net income and realized capital gains of
DC-I to Contract Owners no federal income tax liability will be incurred by DC-I
on the income and gain so distributed. While Hartford has no reason to believe
that DC-I will be taxed other than as described above, in the event that it is,
the taxation of DC-I and DC-II would be identical.

DC-II is taxed as part of Hartford which is taxed as a life insurance
company in accordance with the Code. Accordingly, DC-II will not be taxed as a
"regulated investment company" under Subchapter M of the Code. Investment income
and any realized capital gains on the assets of DC-II are reinvested and are
taken into account in determining the value of the Accumulation and Annuity
Units. (See "How is the Accumulation Unit value determined?" commencing on page
- .) 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 DC-II with respect to qualified or non-qualified contracts.

C. INFORMATION REGARDING CODE SECTION 457 DEFERRED COMPENSATION PLANS

These Contracts are designed for use in connection with Eligible Deferred
Compensation Plans established and maintained by state or local governments or
tax-exempt organizations. The rules applicable to Eligible Deferred Compensation
Plans are complex and may vary depending on individual circumstances. Adverse
tax consequences may result from contributions that exceed applicable
limitations, distributions that

29
<PAGE>
do not conform to applicable commencement and minimum distribution rules, and in
other circumstances. Therefore, no attempt is made to provide more than general
information about the use of the Contracts when owned by eligible employers in
connection with Eligible Deferred Compensation Plans. Contract Owners,
Participants and Beneficiaries should be aware that Hartford's administrative
procedures do not encompass all applicable contribution, distribution and other
requirements and that Contract Owners, Participants and Beneficiaries are
responsible for determining that contributions, distributions and other
transactions comply with applicable law. Because of the complexity of these
rules, Contract Owners, Participants and Beneficiaries are encouraged to consult
their own tax advisors as to specific tax consequences. Contract Owners,
Participants and Beneficiaries are cautioned that the rights of any person to
any benefits under an Eligible Deferred Compensation Plan may be subject to the
terms and conditions of the plan itself, regardless of the terms and conditions
of the Contract, but that Hartford is not bound by the terms and conditions of
such plans to the extent such terms conflict with the Contract, unless Hartford
specifically consents to be bound. A brief description of some of the federal
income tax rules which apply to Deferred Compensation Plans is set forth below.
Hartford may amend the Contract as necessary to conform to the requirements of
applicable law.

1. DEFERRED COMPENSATION PLANS UNDER SECTION 457

Employees and independent contractors performing services for eligible
employers may have contributions made to an Eligible Deferred Compensation
Plan of their employer in accordance with the employer's plan and Section 457
of the Code. Section 457 places limitations on contributions to Eligible
Deferred Compensation Plans maintained by a State or other tax-exempt
organization. For these purposes, the term "State" means a State, a political
sub-division of a State, and an agency or instrumentality of a State or
political sub-division of a State. Generally, the limitation is 33 1/3% of
includable compensation (typically 25% of gross compensation) or for 1998,
$8,000 (indexed), whichever is less. The plan may also provide for additional
"catch-up" deferrals during the three taxable years ending before a
Participant attains normal retirement age.

An employee electing to participate in an Eligible Deferred Compensation
Plan should understand that his or her rights and benefits are governed
strictly by the terms of the plan and that the employer is the legal owner of
any contract issued with respect to the plan. The employer, as owner of the
contract(s), retains all voting and redemption rights which may accrue to the
contract(s) issued with respect to the plan. The participating employee should
look to the terms of his or her plan for any charges in regard to
participating therein other than those disclosed in this Prospectus.
Participants should also be aware that effective August 20, 1996 the Small
Business Job Protection Act of 1996 requires that all assets and income of an
Eligible Deferred Compensation Plan established by a governmental employer
which is a State, a political subdivision of a State, or any agency or
instrumentality of a State or political subdivision of a State, must be held
in trust (or under certain specified annuity contracts or custodial accounts)
for the exclusive benefit of participants and their beneficiaries. Special
transition rules apply to such Eligible governmental Deferred Compensation
Plans already in existence on August 20, 1996, and provide that such plans
need not establish a trust before January 1, 1999. However, this requirement
of a trust does not apply to amounts under a Deferred Compensation Plan of a
tax-exempt (non-governmental) organization and such amounts will be subject to
the claims of such tax-exempt employer's general creditors.

In general, distributions from a Section 457 Deferred Compensation Plan are
prohibited under Section 457 unless made after the participating employee
attains age 70 1/2, separates from service under Section 457, dies, or suffers
an unforeseeable financial emergency. Present federal tax law does not allow
tax-free transfers or rollovers for amounts accumulated in a Section 457 plan
except for transfers to other Section 457 plans in limited cases.

2. FEDERAL INCOME TAX AND TAX PENALTIES.

In general, deferred amounts under a Section 457 Deferred Compensation Plan
are taxed as ordinary wage income when amounts are paid or otherwise made
available to the Participant or Beneficiary.

A. MINIMUM REQUIRED DISTRIBUTIONS

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.

A Participant's interest in a Deferred Compensation Plan must generally be
distributed, or begin to be distributed, not later than April 1 of the
calendar year following the later of (i) the calendar year in which the
Participant attains age 70 1/2 or (ii) the calendar year in which the
Participant retires from service with the

30
<PAGE>

employer sponsoring the plan ("required beginning date"). The entire
interest of the Participant must be distributed beginning no later than the
required beginning date over a period which may not extend beyond a maximum
of the life expectancy of the Participant and a 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 a Participant dies before distributions begin, the Participant's entire
interest must generally be distributed within fifteen (15) years of his or
her death or, if the designated Beneficiary is the Participant's surviving
spouse, over a period not extending beyond the life expectancy of the
surviving spouse. If the Beneficiary is the Participant's surviving spouse,
distributions may be delayed until the Participant would have attained age
70 1/2.

If a Participant dies after reaching his or her required beginning date or
after distributions have commenced, the Participant's interest must
generally be distributed at least as rapidly as under the method of
distribution in effect at the time of the Participant's death.

B. WITHHOLDING

In general, distributions from Section 457 Deferred Compensation Plans are
subject to regular wage withholding rules.

D. DIVERSIFICATION REQUIREMENTS

Section 817 of the Code 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
in accordance with regulations prescribed by the Treasury Department. If a
Contract is not treated as an annuity contract, the Contract Owner will be
subject to income tax on the annual increases in cash value.

The Treasury Department has issued diversification regulations which
generally require, among other things, that no more than 55% of the value of the
total assets of the segregated assets account underlying a variable contract is
represented by any one investment, no more than 70% is represented by any two
investment, no more than 80% is represented by any three investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards are met, all securities of the same issuer, all
interests in the same real property project, and all interests in the same
commodity are each treated as a single investment. In addition, in the case of
government securities, each government agency or instrumentality shall be
treated as a separate issuer.

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 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.

Hartford monitors the diversification of investments in the separate
accounts and tests for diversification as required by the Code. Hartford intends
to administer all contracts subject to the diversification requirements in a
manner that will maintain adequate diversification.

E. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT

In order for a variable annuity contract to qualify for tax deferral, assets
in the segregated asset accounts supporting the variable contract must be
considered to be owned by the insurance company and not by the variable contract
owner. The IRS has issued several rulings which discuss investor control. The
IRS has ruled 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.

Further, in the explanation to the temporary Section 817 diversification
regulations, the Treasury Department noted 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

31
<PAGE>

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, no other such guidance has been issued. Further, Hartford does not
know if or in what form such guidance will be issued. In addition, although
regulations are generally issued with prospective effect, it is possible that
regulations may be issued with retroactive effect. Due to the lack of specific
guidance regarding the issue of investor control, there is necessarily some
uncertainty regarding whether a Contract Owner could be considered the owner of
the assets for tax purposes. Hartford reserves the right to modify the
contracts, as necessary, to prevent Contract Owners from being considered the
owners of the assets in the separate accounts.

F. NON-NATURAL PERSONS, CORPORATIONS

The annual increase in the value of the contract is currently includable in
gross income of a non-natural person, unless the non-natural person is holding
as an agent for a natural person. There are additional exceptions to this
general rule of inclusion for (i) certain annuities held by a structured
settlement company, (ii) certain annuities held by an employer with respect to a
terminated pension plan and (iii) 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.

G. 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.

MORE INFORMATION

CAN A CONTRACT BE MODIFIED?

Subject to any federal and state regulatory restrictions, the Contracts may
be modified at any time by written agreement between the Contract Owner and us.
No modification will affect the amount or term of any Annuities begun prior to
the effective date of the modification, unless it is required to conform the
Contract to, or give the Contract Owner the benefit of, any federal or state
statutes or any rule or regulation of the U.S. Treasury Department or the
Internal Revenue Service.

On or after the fifth anniversary of any Contract we may change, from time
to time, any or all of the terms of the Contracts by giving 90 days advance
written notice to the Contract Owner, except that the Annuity tables, guaranteed
interest rates and the contingent deferred sales charges which are applicable at
the time a Participant's Account is established under a Contract, will continue
to be applicable.

We reserve the right to modify the Contract at any time if such
modification: (i) is necessary to make the Contract or the Separate Account
comply with any law or regulation issued by a governmental agency to which we
are subject; or (ii) is necessary to assure continued qualification of the
contract under the Code or other federal or state laws relating to retirement
annuities or annuity contracts; or (iii) is necessary to reflect a change in the
operation of the Separate Account or the Sub-Account(s); or (iv) provides
additional Separate Account options; or (v) withdraws Separate Account options.
In the event of any such modification we will provide notice to the Contract
Owner or to the payee(s) during the Annuity period. Hartford may also make
appropriate endorsement in the Contract to reflect such modification.

CAN HARTFORD WAIVE ANY RIGHTS UNDER A CONTRACT?

We may, at our sole discretion, elect not to exercise a right or reservation
specified in this Contract. If we elect not to exercise a right or reservation,
we are not waiving it. We may decide to exercise a right or a reservation that
we previously did not exercise.

32
<PAGE>

HOW ARE THE CONTRACTS 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. Hartford's parent company indirectly owns 100% of
HSD. 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 or
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 5.0% of
Contributions and 0.25% annually on Participants' Account values. Sales
compensation may be reduced. 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.

WHO IS THE CUSTODIAN OF THE SEPARATE ACCOUNTS' ASSETS?

Hartford is the custodian of the Separate Accounts' assets.

ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE SEPARATE ACCOUNTS?

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, General Counsel, Hartford Life Insurance
Company, P.O. Box 2999, Hartford, CT 06104-2999.

YEAR 2000

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

As an insurance and financial services company, Hartford has thousands of
individual and business customers that have purchased or invested in insurance
policies, annuities, mutual funds and other financial products. Nearly all of
these policies and products contain date sensitive data, such as policy
expiration dates, birth dates, premium payments dates and the like. In addition,
Hartford has business relationships with numerous third parties that affect
virtually all aspects of its business, including, without limitation, suppliers,
computer hardware and software vendors, insurance agents and brokers, securities
broker-dealers and other distributors of financial products.

Beginning in 1990, Hartford began working on making its computer systems
Year 2000 ready, either by installing new programs or by replacing systems. In
January 1998, Hartford commenced a company-wide

33
<PAGE>

program to further identify, assess and remediate the impact of Year 2000
problems in all of Hartford's business segments. Hartford currently anticipates
that this internal program will be substantially completed by the end of 1998,
and testing of computer systems will continue through 1999.

In addition, as part of its Year 2000 program, Hartford is identifying third
parties with which it has significant business relations in order to attempt to
assess any potential impact on Hartford as a result of such third-party Year
2000 issues and remediation plans. Hartford currently anticipates that it will
substantially complete this evaluation by the end of 1998, and will conduct
systems testing with certain third parties through 1999. Hartford does not have
control over these third parties and, as a result, Hartford cannot currently
determine to what extent future operating results may be adversely affected by
the failure of these third parties to successfully address their Year 2000
issues. Hartford will continue to assess Year 2000 risk exposures related to its
own operations and its third-party relationships and is in the process of
developing contingency plans.

The costs of addressing the Year 2000 issue that have been incurred through
the six months ended June 30, 1998 have not been material to Hartford's
financial condition or results of operations. Hartford will continue to incur
costs related to its Year 2000 efforts and does not anticipate that the costs to
be incurred will be material to its financial condition or results of
operations.

ARE YOU RELYING ON ANY EXPERTS AS TO ANY PORTION OF THIS PROSPECTUS?

The audited financial statements and financial statement schedules included
in this prospectus and elsewhere in the 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. The principal business
address of Arthur Andersen LLP is One Financial Plaza, Hartford, Connecticut
06103.

HOW MAY I GET ADDITIONAL INFORMATION?

Inquiries will be answered by calling 1-800-528-9009 or your sales
representative or by writing to:

Hartford Life Insurance Company
Attn: Service Center Administration
P.O. Box 2999
Hartford, CT 06104-2999

34
<PAGE>
TABLE OF CONTENTS
FOR
STATEMENT OF ADDITIONAL INFORMATION

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

35
<PAGE>

PART B

STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT DC-I AND SEPARATE ACCOUNT TWO (DC-II)

Group Variable Annuity Contracts Issued by
Hartford Life Insurance Company
With Respect to DC-I and DC-II

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: AMS Service Center Administration, P.O. Box 2999, Hartford,
CT 06104-2999.

Date of Prospectus: May 1, 1999
Date of Statement of Additional Information: May 1, 1999

33-19944

<PAGE>
3

TABLE OF CONTENTS

SECTION PAGE
- ------- ----

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY............................

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

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

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

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

PERFORMANCE COMPARISONS...................................................

FINANCIAL STATEMENTS......................................................

<PAGE>
4

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company ("Hartford") is a stock life insurance
company engaged in the business of writing life insurance, both individual
and group, in all states of the United States and the District of Columbia.
Hartford was originally incorporated under the laws of Massachusetts on June
5, 1902, and was subsequently redomiciled to Connecticut. Its offices are
located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. Hartford is ultimately controlled by The
Hartford Financial Services Group, Inc., one of the largest financial service
providers in the United States.

HARTFORD RATINGS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
RATING AGENCY EFFECTIVE RATING BASIS OF RATING
DATE OF
RATING
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
A.M. Best and Company, 9/9/97 A+ Financial soundness and
Inc. operating performance.
- ------------------------------------------------------------------------------
Standard & Poor's 1/23/98 AA Insurer Financial Strength
- ------------------------------------------------------------------------------
Duff & Phelps 1/23/98 AA+ Claims paying ability
- ------------------------------------------------------------------------------
</TABLE>

SAFEKEEPING OF ASSETS

Title to the assets of the Separate Account is held by Hartford. These
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 and financial statement schedules included
in this prospectus and elsewhere in the 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. The
principal business address of Arthur Andersen LLP is One Financial Plaza,
Hartford, Connecticut 06103.

DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter

<PAGE>
5

for the securities issued with respect to the Separate Account. HSD is an
affiliate of Hartford. Hartford's parent company indirectly owns 100% of
HSD. The principal business address of HSD is the same as 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 Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD"). Compensation will
be paid by Hartford to registered representatives for the sale of Contracts
up to a maximum of 5% on Contributions and .50% annually on Individual
Participants? Account Values. Sales compensation may be reduced.

The offering of the Separate Account contracts is continuous.

CALCULATION OF YIELD AND RETURN

YIELD OF THE MONEY MARKET FUND SUB-ACCOUNT. As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the
Sub-Account for a seven day period (the "base period") will be computed by
determining the "net change in value" of a hypothetical account having a
balance of one unit at the beginning of the period, dividing the net change
in account value by the value of the account at the beginning of the base
period to obtain the base period return, and multiplying the base period
return by 365/7 with the resulting yield figure carried to the nearest
hundredth of one percent. Net changes in value of a hypothetical account
will include net investment income of the account (accrued dividends as
declared by the underlying funds, less expense and Contract 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 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.

<PAGE>
6

The yield and effective yield for the seven day period ending December 31,
1997 for the Money Market Fund Sub-Account was as follows:

The yield and effective yield for the seven day period ending December 31,
1997 is as follows:

DC I (.75% MORTALITY AND EXPENSE RISK CHARGE)

- ------------------------------------------------------------------------------
SUB-ACCOUNTS YIELD EFFECTIVE YIELD
- ------------------------------------------------------------------------------
Money Market Fund * 4.60% 4.71%
- ------------------------------------------------------------------------------

* Yield and effective yield for the seven day period ending December 31, 1997.

DC I (.90% MORTALITY AND EXPENSE RISK CHARGE)

- ------------------------------------------------------------------------------
SUB-ACCOUNTS YIELD EFFECTIVE YIELD
- ------------------------------------------------------------------------------
Money Market Fund * 4.46% 4.56%
- ------------------------------------------------------------------------------

* Yield and effective yield for the seven day period ending December 31, 1997.

DC II (1.25% MORTALITY AND EXPENSE RISK CHARGE)

- ------------------------------------------------------------------------------
SUB-ACCOUNTS YIELD EFFECTIVE YIELD
- ------------------------------------------------------------------------------
Money Market Fund * 4.11% 4.22%
- ------------------------------------------------------------------------------

* Yield and effective yield for the seven day period ending December 31, 1997.

YIELDS OF BOND FUND AND MORTGAGE SECURITIES FUND SUB-ACCOUNTS. As summarized
in the Prospectus under the heading "Performance Related Information," 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

<PAGE>
7

addition to the daily expense charge assessed, at the sub-account level for
the respective period. The Sub-Accounts' yields will vary from time to time
depending upon market conditions and, the composition of the underlying
funds' portfolios. Yield should also be considered relative to changes in the
value of the Sub-Accounts' shares and to the relative risks associated with
the investment objectives and policies of the underlying Fund.

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

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30 day period were computed by dividing the dividends
and interests 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.

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.

DC I (.75% MORTALITY AND EXPENSE RISK CHARGE)

- ------------------------------------------------------------------------------
SUB-ACCOUNTS YIELD
- ------------------------------------------------------------------------------
Bond Fund ** 5.55%
- ------------------------------------------------------------------------------
Mortgage Securities Fund ** 5.87%
- ------------------------------------------------------------------------------

** Yield quotation based on a 30 day period ended December 31, 1997.

<PAGE>
8

DC I (.90% MORTALITY AND EXPENSE RISK CHARGE)

- ------------------------------------------------------------------------------
SUB-ACCOUNTS YIELD
- ------------------------------------------------------------------------------
Bond Fund ** 5.39%
- ------------------------------------------------------------------------------
Mortgage Securities Fund ** 5.71%
- ------------------------------------------------------------------------------

** Yield quotation based on a 30 day period ended December 31, 1997.

DC II (1.25% MORTALITY AND EXPENSE RISK CHARGE)

- ------------------------------------------------------------------------------
SUB-ACCOUNTS YIELD
- ------------------------------------------------------------------------------
Bond Fund ** 5.02%
- ------------------------------------------------------------------------------
Mortgage Securities Fund ** 5.34%
- ------------------------------------------------------------------------------

** Yield quotation based on a 30 day period ended December 31, 1997.

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

For the fiscal year ended December 31, 1997, the standardized average annual
total return quotations for the Sub-Accounts listed were as follows:

<PAGE>
9

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997

DC I (.75% MORTALITY AND EXPENSE RISK CHARGE)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
SUB-ACCOUNTS INCEPTION 1 YEAR 5 YEAR 10 YEAR OR
DATE SINCE
INCEPTION*
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisers Fund 3/31/83 17.40% 13.02% 12.47%
- ------------------------------------------------------------------------------
Bond Fund 8/31/77 4.99% 5.42% 7.21%
- ------------------------------------------------------------------------------
Capital
Appreciation Fund 4/2/84 15.36% 16.79% 18.05%
- ------------------------------------------------------------------------------
Dividend & Growth
Fund 3/8/94 24.36% na 21.18%
- ------------------------------------------------------------------------------
Index Fund 5/1/87 25.04% 17.61% 15.77%
- ------------------------------------------------------------------------------
International
Opportunities
Fund 7/2/90 -5.39% 8.73% 4.81%
- ------------------------------------------------------------------------------
Mortgage
Securities Fund 1/1/85 2.79% 4.62% 6.86%
- ------------------------------------------------------------------------------
Stock Fund 8/31/77 23.88% 17.55% 15.55%
- ------------------------------------------------------------------------------
Money Market Fund 6/30/80 -.69% 2.45% 4.19%
- ------------------------------------------------------------------------------
Calvert Social
Balanced
Portfolio 12/31/88 13.22% 10.58% 10.81%
- ------------------------------------------------------------------------------
</TABLE>
* Figures represent performance since inception for Sub-Accounts in
existence for less than 10 years, or performance for 10 years for Sub-Accounts
in existence for more than 10 years.

<PAGE>
10

DC I (.90% MORTALITY AND EXPENSE RISK CHARGE)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
SUB-ACCOUNTS INCEPTION 1 YEAR 5 YEAR 10 YEAR OR
DATE SINCE
INCEPTION*
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisers Fund 3/31/83 17.22% 12.95% 12.45%
- ------------------------------------------------------------------------------
Bond Fund 8/31/77 4.83% 5.37% 7.19%
- ------------------------------------------------------------------------------
Capital
Appreciation Fund 4/2/84 15.19% 16.74% 18.02%
- ------------------------------------------------------------------------------
Dividend & Growth
Fund 3/8/94 24.17% na 21.09%
- ------------------------------------------------------------------------------
Index Fund 5/1/87 24.85% 17.57% 15.75%
- ------------------------------------------------------------------------------
International
Opportunities Fund 7/2/90 -5.53% 8.67% 4.78%
- ------------------------------------------------------------------------------
Mortgage Securities
Fund 1/1/85 2.64% 4.56% 6.83%
- ------------------------------------------------------------------------------
Stock Fund 8/31/77 23.69% 17.49% 15.52%
- ------------------------------------------------------------------------------
Money Market Fund 6/30/80 -.83% 2.40% 4.16%
- ------------------------------------------------------------------------------
Calvert Social
Balanced
Portfolio 12/31/88 13.04% 10.52% 10.78%
- ------------------------------------------------------------------------------
</TABLE>
* Figures represent performance since inception for Sub-Accounts in existence
for less than 10 years, or performance for 10 years for Sub-Accounts in
existence for more than 10 years.

<PAGE>
11

DC II (1.25% MORTALITY AND EXPENSE RISK CHARGE)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
SUB-ACCOUNTS INCEPTION 1 YEAR 5 YEAR 10 YEAR OR
DATE SINCE
INCEPTION*
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisers Fund 3/31/83 16.87% 12.84% 12.39%
- ------------------------------------------------------------------------------
Bond Fund 8/31/77 4.47% 5.23% 7.12%
- ------------------------------------------------------------------------------
Capital
Appreciation Fund 4/2/84 14.83% 16.60% 17.95%
- ------------------------------------------------------------------------------
Dividend & Growth
Fund 3/8/94 23.74% na 20.88%
- ------------------------------------------------------------------------------
Index Fund 5/1/87 24.92% 17.58% 15.76%
- ------------------------------------------------------------------------------
International
Opportunities Fund 7/2/90 -5.86% 8.53% 4.69%
- ------------------------------------------------------------------------------
Mortgage
Securities Fund 1/1/85 2.28% 4.43% 6.76%
- ------------------------------------------------------------------------------
Stock Fund 8/31/77 23.27% 17.35% 15.45%
- ------------------------------------------------------------------------------
Money Market Fund 6/30/80 -1.18% 2.28% 4.10%
- ------------------------------------------------------------------------------
Calvert Social
Balanced
Portfolio 12/31/88 12.65% 10.38% 10.70%
- ------------------------------------------------------------------------------
</TABLE>
*Figures represent performance since inception for Sub-Accounts in existence
for less than 10 years, or performance for 10 years for Sub-Accounts in
existence for more than 10 years.

<PAGE>
12

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. Therefore, non-standardized total
return for a Sub-Account is higher than standardized total return for a
Sub-Account.

For the fiscal year ended December 31, 1997, the non-standardized annualized
total return quotations for the Sub-Accounts listed were as follows:

NON-STANDARDIZED ANNUALIZED TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997

DC I (.75% MORTALITY AND EXPENSE RISK CHARGE)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
SUB-ACCOUNTS INCEPTION 1 YEAR 5 YEAR 10 YEAR OR
DATE SINCE
INCEPTION*
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisers Fund 3/31/83 23.58% 14.04% 12.76%
- ------------------------------------------------------------------------------
Bond Fund 8/31/77 10.52% 6.51% 7.54%
- ------------------------------------------------------------------------------
Capital
Appreciation Fund 4/2/84 21.43% 17.69% 18.24%
- ------------------------------------------------------------------------------
Dividend & Growth
Fund 3/8/94 30.90% na 22.36%
- ------------------------------------------------------------------------------
Index Fund 5/1/87 31.62% 18.49% 16.00%
- ------------------------------------------------------------------------------
International
Opportunities Fund 7/2/90 -.41% 9.92% 5.39%
- ------------------------------------------------------------------------------
Mortgage Securities
Fund 1/1/85 8.20% 5.70% 7.19%
- ------------------------------------------------------------------------------
Stock Fund 8/31/77 30.40% 18.43% 15.78%
- ------------------------------------------------------------------------------
Money Market Fund 6/30/80 4.54% 3.51% 4.51%
- ------------------------------------------------------------------------------
Calvert Social
Balanced
Portfolio 12/31/88 19.18% 11.69% 11.23%
- ------------------------------------------------------------------------------
</TABLE>
*Figures represent performance since inception for Sub-Accounts in
existence for less than 10 years, or performance for 10 years for Sub-Accounts
in existence for more than 10 years.

<PAGE>
13

NON-STANDARDIZED ANNUALIZED TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997

DC I (.90% MORTALITY AND EXPENSE RISK CHARGE)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
SUB-ACCOUNTS INCEPTION 1 YEAR 5 YEAR 10 YEAR OR
DATE SINCE
INCEPTION*
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisers Fund 3/31/83 23.39% 13.98% 12.74%
- ------------------------------------------------------------------------------
Bond Fund 8/31/77 10.35% 6.46% 7.52%
- ------------------------------------------------------------------------------
Capital
Appreciation Fund 4/2/84 21.25% 17.64% 18.21%
- ------------------------------------------------------------------------------
Dividend & Growth
Fund 3/8/94 30.70% na 22.28%
- ------------------------------------------------------------------------------
Index Fund 5/1/87 31.42% 18.45% 15.98%
- ------------------------------------------------------------------------------
International
Opportunities Fund 7/2/90 -.56% 9.86% 5.35%
- ------------------------------------------------------------------------------
Mortgage
Securities Fund 1/1/85 8.04% 5.64% 7.16%
- ------------------------------------------------------------------------------
Stock Fund 8/31/77 30.20% 18.37% 15.75%
- ------------------------------------------------------------------------------
Money Market Fund 6/30/80 4.39% 3.46% 4.48%
- ------------------------------------------------------------------------------
Calvert Social
Balanced
Portfolio 12/31/88 18.99% 11.64% 11.20%
- ------------------------------------------------------------------------------
</TABLE>

*Figures represent performance since inception for Sub-Accounts in existence
for less than 10 years, or performance for 10 years for Sub-Accounts in
existence for more than 10 years.

<PAGE>
14

NON-STANDARDIZED ANNUALIZED TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1997

DC II (1.25% MORTALITY AND EXPENSE RISK CHARGE)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
SUB-ACCOUNTS INCEPTION 1 YEAR 5 YEAR 10 YEAR OR
DATE SINCE
INCEPTION*
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Advisers Fund 3/31/83 23.02% 13.87% 12.68%
- ------------------------------------------------------------------------------
Bond Fund 8/31/77 9.97% 6.32% 7.45%
- ------------------------------------------------------------------------------
Capital
Appreciation Fund 4/2/84 20.87% 17.51% 18.14%
- ------------------------------------------------------------------------------
Dividend & Growth
Fund 3/8/94 30.25% na 22.08%
- ------------------------------------------------------------------------------
Index Fund 5/1/87 31.49% 18.46% 15.99%
- ------------------------------------------------------------------------------
International
Opportunities Fund 7/2/90 -.91% 9.73% 5.26%
- ------------------------------------------------------------------------------
Mortgage Securities
Fund 1/1/85 7.66% 5.51% 7.09%
- ------------------------------------------------------------------------------
Stock Fund 8/31/77 29.76% 18.23% 15.68%
- ------------------------------------------------------------------------------
Money Market Fund 6/30/80 4.02% 3.33% 4.42%
- ------------------------------------------------------------------------------
Calvert Social
Balanced
Portfolio 12/31/88 18.58% 11.50% 11.12%
- ------------------------------------------------------------------------------
</TABLE>

*Figures represent performance since inception for Sub-Accounts in existence
for less than 10 years, or performance for 10 years for Sub-Accounts in
existence for more than 10 years.

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.

<PAGE>
15

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
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 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 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.