HARTFORD LIFE INSURANCE CO DC VARIABLE ACCOUNT I
497, 2000-05-03
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<PAGE>

<TABLE>
<S>    <C>                                                          <C>
       HARTFORD
       LIFE INSURANCE COMPANY
[LOGO] GROUP VARIABLE ANNUITY CONTRACTS
       ISSUED BY HARTFORD LIFE INSURANCE COMPANY
       WITH RESPECT TO DC-I AND DC-II
</TABLE>

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

     Hartford Life Insurance Company 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 to Contracts issued in connection with Deferred
 Compensation Plans, or certain other nonqualified deferred compensation plans,
 in a Separate Account known as Hartford Life Insurance Company DC Variable
 Account-I ("DC-I") during the period before annuity payments start. When
 annuity payments start, Contract values are held in our Separate Account that
 is known as 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.

     For Contracts issued in connection with Qualified Plans, we hold
 Contributions in DC-II during the period before annuity payments start and
 during the period after annuity payments start.

     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. The General Account
 option or contract and these restrictions 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 HLS Sub-Account which purchases shares of Class IA of
       Hartford Advisers HLS Fund, Inc.

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

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

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

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

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

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

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

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

     - Hartford Stock HLS 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.

     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, 2000
 Statement of Additional Information Dated: May 1, 2000
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                               PAGE
- -------                                             --------
<S>                                                 <C>
GLOSSARY OF SPECIAL TERMS.........................      4
FEE TABLE.........................................      6
SUMMARY...........................................      8
ACCUMULATION UNIT VALUES..........................     10
PERFORMANCE RELATED INFORMATION...................     14
HARTFORD LIFE INSURANCE COMPANY...................     14
THE SEPARATE ACCOUNTS.............................     15
THE FUNDS.........................................     15
ALL FUNDS.........................................     17
GENERAL ACCOUNT OPTION............................     18
ADDITIONAL SEPARATE ACCOUNTS OFFERED UNDER THE
   CONTRACTS......................................     18
CONTRACT CHARGES..................................     19
  Sales Charge....................................     19
  Is there ever a time when the Sales Charge does
   not apply?.....................................     19
  Mortality, Expense Risk and Administrative
   Charge.........................................     20
  Premium Taxes...................................     21
  Experience Rating under the Contracts...........     21
  Negotiated Charges and Fees.....................     21
  Charges of the Funds............................     21
  Plan Related Expenses...........................     21
THE CONTRACTS.....................................     21
  The Contracts Offered...........................     21
  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?..................................     22
  May I transfer assets between the
   Sub-Accounts?..................................     22
  Dollar Cost Averaging...........................     23
  How do I know what my Participant Account is
   worth?.........................................     23
  How are the underlying Fund shares valued?......     24
DEATH BENEFITS....................................     24
  Determination of the Beneficiary................     24
  Death before the Annuity Commencement Date......     24
  Death on or after the Annuity Commencement
   Date...........................................     25
SETTLEMENT PROVISIONS.............................     25
  Can payment of the Surrender value ever be
   postponed beyond the seven-day period?.........     25
  May I Surrender once Annuity Payments have
   started?.......................................     25
  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?............................     26
  How are Contributions made to establish an
   Annuity Account?...............................     26
  Can a Contract be suspended by a Contract
   Owner?.........................................     26
  Annuity Payment Options.........................     26
  How are Variable Annuity payments determined?...     27
FEDERAL TAX CONSIDERATIONS........................     28
  A. General......................................     28
  B. Hartford and DC-I and DC-II..................     29
  C. Information Regarding Tax-Qualified
   Retirement Plans...............................     29
  D. Diversification of the Separate Account......     32
  E. Ownership of the Assets of the Separate
   Account........................................     33
  F. Contracts Owned by Non-Natural Persons.......     33
  G. Annuity Purchases by Nonresident Aliens and
   Foreign Corporations...........................     34
MORE INFORMATION..................................     34
  Can a Contract be modified?.....................     34
  Can Hartford waive any rights under a
   Contract?......................................     34
  How are the Contracts sold?.....................     34
  Who is the custodian of the Separate Accounts'
   assets?........................................     35
  Are there any material legal proceedings
   affecting the Separate Accounts?...............     35
  Are you relying on any experts as to any portion
   of this Prospectus?............................     35
  How may I get additional information?...........     35
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL
   INFORMATION....................................     36
</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 1583,
Hartford, CT 06144-1583, except for overnight or express mail packages, which
should be sent to: Attention: IPD/Retirement Plan Solutions, 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-II: Our Separate Account, 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, or an employer
sponsoring a Qualified Plan for its employees or a nonqualified 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.

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.

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

                                       4
<PAGE>
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, other nonqualified 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.

SURRENDER: Any partial or complete withdrawal 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
                      Contract Owner Transaction Expenses

<TABLE>
<S>                                                           <C>
Sales Load Imposed on Purchases (as a percentage of premium
  payments).................................................    None
Transfer Fee................................................  $    0
Contingent Deferred Sales Charge (as a percentage of amounts
  Surrendered) (1)
    First through Second Year                                      5%
    Third through Fourth Year                                      4%
    Fifth Year                                                     3%
    Sixth Year                                                     2%
    Seventh Year                                                   1%
    Eighth Year and thereafter                                     0%
Annual Maintenance Fee                                        $    0
Separate Account Annual Expenses (as a percentage of average
  daily Sub-Account value)
    Mortality, Expense Risk and Administrative Charge (DC-I)
     (2)
     (.50% mortality, .15% expense risk, and .25%
     administrative)........................................   0.900%
    Mortality, Expense Risk and Administrative Charge
     (DC-II)
     (.85% mortality, .15% expense risk, and .25%
     administrative)........................................   1.250%
</TABLE>

- ---------

    We may eliminate or change the Transfer Fee, Contingent Deferred Sales
Charge, Mortality, Expense Risk and Administrative Charge, and the Annual
Maintenance Fee. See "Experience Rating under the Contracts" and "Negotiated
Charges and Fees". We may also deduct a charge for Premium Taxes at the time of
Surrender.

(1) Each Participant Account has its own Contingent Deferred Sales Charge
    schedule. The amount of the Contingent Deferred Sales Charge depends on the
    number of Participant's Contract Years completed with respect to the
    Participant's Account before the Surrender. See "Contract Charges".

(2) The Mortality, Expense Risk and Administrative charge under Separate Account
    DC-I is 0.75% of the average daily Sub-Account values in DC-I for contract
    values under eligible Contracts that exceed $50 million.

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

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

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

<TABLE>
<CAPTION>
                                                                                                  TOTAL FUND
                                                                                              OPERATING EXPENSES
                                                          MANAGEMENT FEES   OTHER EXPENSES      (INCLUDING ANY
                                                          (INCLUDING ANY    (INCLUDING ANY     WAIVERS AND ANY
                                                             WAIVERS)       REIMBURSEMENTS)    REIMBURSEMENTS)
                                                          ---------------   ---------------   ------------------
<S>                                                       <C>               <C>               <C>
Calvert Social Balanced Portfolio (1)...................       0.70%              0.19%              0.89%
Hartford Advisers HLS Fund..............................       0.63%              0.02%              0.65%
Hartford Bond HLS Fund..................................       0.49%              0.03%              0.52%
Hartford Capital Appreciation HLS Fund..................       0.64%              0.02%              0.66%
Hartford Dividend and Growth HLS Fund...................       0.65%              0.03%              0.68%
Hartford Index HLS Fund.................................       0.40%              0.03%              0.43%
Hartford International Opportunities HLS Fund...........       0.69%              0.09%              0.78%
Hartford Money Market HLS Fund..........................       0.45%              0.02%              0.47%
Hartford Mortgage Securities HLS Fund...................       0.45%              0.03%              0.48%
Hartford Stock HLS Fund.................................       0.46%              0.02%              0.48%
</TABLE>

- ---------

(1) "Other Expenses" reflect an indirect fee. Total Fund Operating Expenses
    after reductions for fees paid indirectly would be 0.86%.

                                       6
<PAGE>
EXAMPLE DC-I (0.90% MORTALITY, EXPENSE RISK AND ADMINISTRATIVE CHARGE)
<TABLE>
                                  If you surrender your Contract at the end    If you annuitize your Contract at the end
                                  of the applicable time period, you would     of the applicable time period, you would
                                  pay the following expenses on a $1,000       pay the following expenses on a $1,000
                                  investment, assuming a 5% annual return on   investment, assuming a 5% annual return on
                                  assets:                                      the assets:
SUB-ACCOUNT                       1 YR.       3 YRS.     5 YRS.     10 YRS.     1 YR.      3 YRS.     5 YRS.     10 YRS.
- --------------------------------    ---        ----       ----       ----        ---        ---        ----       ----
<S>                               <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>
Calvert Social Balanced.........    $70        $101       $133       $212        $18        $57        $ 98       $212
Hartford Advisers HLS...........    $68        $ 94       $121       $186        $16        $49        $ 85       $186
Hartford Bond HLS...............    $66        $ 90       $114       $171        $15        $45        $ 78       $171
Hartford Capital Appreciation
  HLS...........................    $68        $ 94       $121       $187        $16        $50        $ 86       $187
Hartford Dividend and Growth
  HLS...........................    $68        $ 94       $122       $189        $16        $50        $ 87       $189
Hartford Index HLS..............    $65        $ 87       $109       $161        $14        $42        $ 73       $161
Hartford International
  Opportunities HLS.............    $69        $ 97       $127       $200        $17        $53        $ 92       $200
Hartford Money Market HLS.......    $66        $ 88       $111       $165        $14        $44        $ 75       $165
Hartford Mortgage Securities
  HLS...........................    $66        $ 88       $112       $167        $14        $44        $ 76       $167
Hartford Stock HLS..............    $66        $ 88       $112       $167        $14        $44        $ 76       $167

<S>                               <C>        <C>        <C>        <C>

                                  If you do not surrender your Contract, you
                                  would pay the following expenses on a
                                  $1,000 investment, assuming a 5% annual
                                  return on assets:

SUB-ACCOUNT                        1 YR.      3 YRS.     5 YRS.     10 YRS.
- --------------------------------    ---        ---        ----       ----
Calvert Social Balanced.........    $18        $57        $ 98       $212
Hartford Advisers HLS...........    $16        $49        $ 85       $186
Hartford Bond HLS...............    $15        $45        $ 78       $171
Hartford Capital Appreciation
  HLS...........................    $16        $50        $ 86       $187
Hartford Dividend and Growth
  HLS...........................    $16        $50        $ 87       $189
Hartford Index HLS..............    $14        $42        $ 73       $161
Hartford International
  Opportunities HLS.............    $17        $53        $ 92       $200
Hartford Money Market HLS.......    $14        $44        $ 75       $165
Hartford Mortgage Securities
  HLS...........................    $14        $44        $ 76       $167
Hartford Stock HLS..............    $14        $44        $ 76       $167
</TABLE>

EXAMPLE DC-I (0.75% MORTALITY, EXPENSE RISK AND ADMINISTRATIVE CHARGE)
<TABLE>
                                  If you surrender your Contract at the end    If you annuitize your Contract at the end
                                  of the applicable time period, you would     of the applicable time period, you would
                                  pay the following expenses on a $1,000       pay the following expenses on a $1,000
                                  investment, assuming a 5% annual return on   investment, assuming a 5% annual return on
                                  assets:                                      the assets:
SUB-ACCOUNT                       1 YR.       3 YRS.     5 YRS.     10 YRS.     1 YR.      3 YRS.     5 YRS.     10 YRS.
- --------------------------------    ---        ----       ----       ----        ---        ---        ----       ----
<S>                               <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>
Calvert Social Balanced.........    $68        $ 96       $125       $196        $17        $52        $ 90       $196
Hartford Advisers HLS...........    $66        $ 89       $113       $169        $14        $45        $ 77       $169
Hartford Bond HLS...............    $65        $ 85       $106       $154        $13        $41        $ 70       $154
Hartford Capital Appreciation
  HLS...........................    $66        $ 89       $113       $170        $14        $45        $ 78       $170
Hartford Dividend and Growth
  HLS...........................    $66        $ 90       $114       $172        $15        $46        $ 79       $172
Hartford Index HLS..............    $64        $ 82       $101       $144        $12        $38        $ 65       $144
Hartford International
  Opportunities HLS.............    $67        $ 93       $119       $183        $16        $49        $ 84       $183
Hartford Money Market HLS.......    $64        $ 84       $103       $148        $13        $39        $ 67       $148
Hartford Mortgage Securities
  HLS...........................    $64        $ 84       $104       $150        $13        $39        $ 68       $150
Hartford Stock HLS..............    $64        $ 84       $104       $150        $13        $39        $ 68       $150

<S>                               <C>        <C>        <C>        <C>

                                  If you do not surrender your Contract, you
                                  would pay the following expenses on a
                                  $1,000 investment, assuming a 5% annual
                                  return on assets:

SUB-ACCOUNT                        1 YR.      3 YRS.     5 YRS.     10 YRS.
- --------------------------------    ---        ---        ----       ----
Calvert Social Balanced.........    $17        $52        $ 90       $196
Hartford Advisers HLS...........    $14        $45        $ 77       $169
Hartford Bond HLS...............    $13        $41        $ 70       $154
Hartford Capital Appreciation
  HLS...........................    $14        $45        $ 78       $170
Hartford Dividend and Growth
  HLS...........................    $15        $46        $ 79       $172
Hartford Index HLS..............    $12        $38        $ 65       $144
Hartford International
  Opportunities HLS.............    $16        $49        $ 84       $183
Hartford Money Market HLS.......    $13        $39        $ 67       $148
Hartford Mortgage Securities
  HLS...........................    $13        $39        $ 68       $150
Hartford Stock HLS..............    $13        $39        $ 68       $150
</TABLE>

EXAMPLE DC-II (1.25% MORTALITY, EXPENSE RISK AND ADMINISTRATIVE CHARGE)
<TABLE>
                                  If you surrender your Contract at the end    If you annuitize your Contract at the end
                                  of the applicable time period, you would     of the applicable time period, you would
                                  pay the following expenses on a $1,000       pay the following expenses on a $1,000
                                  investment, assuming a 5% annual return on   investment, assuming a 5% annual return on
                                  assets:                                      the assets:
SUB-ACCOUNT                       1 YR.       3 YRS.     5 YRS.     10 YRS.     1 YR.      3 YRS.     5 YRS.     10 YRS.
- --------------------------------    ---        ----       ----       ----        ---        ---        ----       ----
<S>                               <C>        <C>        <C>        <C>         <C>        <C>        <C>        <C>
Calvert Social Balanced.........    $73        $111       $150       $249        $22        $68        $116       $249
Hartford Advisers HLS (1).......    $71        $103       $136       $218        $19        $59        $101       $218
Hartford Bond HLS...............    $70        $100       $132       $210        $18        $56        $ 97       $210
Hartford Capital Appreciation
  HLS (1).......................    $71        $103       $137       $221        $19        $59        $102       $221
Hartford Dividend and Growth
  HLS...........................    $71        $105       $140       $227        $20        $61        $105       $227
Hartford Index HLS (2)..........    $65        $ 85       $105       $152        $13        $40        $ 69       $152
Hartford International
  Opportunities HLS.............    $72        $108       $145       $238        $21        $64        $110       $238
Hartford Money Market HLS.......    $69        $ 99       $129       $204        $18        $55        $ 94       $204
Hartford Mortgage Securities
  HLS...........................    $69        $ 99       $130       $205        $18        $55        $ 95       $205
Hartford Stock HLS (1)..........    $69        $ 99       $129       $204        $18        $55        $ 94       $204

<S>                               <C>        <C>        <C>        <C>

                                  If you do not surrender your Contract, you
                                  would pay the following expenses on a
                                  $1,000 investment, assuming a 5% annual
                                  return on assets:

SUB-ACCOUNT                        1 YR.      3 YRS.     5 YRS.     10 YRS.
- --------------------------------    ---        ---        ----       ----
Calvert Social Balanced.........    $22        $68        $116       $249
Hartford Advisers HLS (1).......    $19        $59        $101       $218
Hartford Bond HLS...............    $18        $56        $ 97       $210
Hartford Capital Appreciation
  HLS (1).......................    $19        $59        $102       $221
Hartford Dividend and Growth
  HLS...........................    $20        $61        $105       $227
Hartford Index HLS (2)..........    $13        $40        $ 69       $152
Hartford International
  Opportunities HLS.............    $21        $64        $110       $238
Hartford Money Market HLS.......    $18        $55        $ 94       $204
Hartford Mortgage Securities
  HLS...........................    $18        $55        $ 95       $205
Hartford Stock HLS (1)..........    $18        $55        $ 94       $204
</TABLE>

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

(1) We voluntarily reduce the charge for administrative undertakings in certain
    sub-accounts in DC-II. The reduced total for mortality, expense risk and
    administrative undertakings in these Sub-Accounts is as follows: Hartford
    Stock HLS, 1.24%; Hartford Advisers HLS, 1.20%; and Hartford Capital
    Appreciation HLS, 1.21%.

(2) We voluntarily limit the applicable charge for mortality, expense risk and
    administrative undertakings for Hartford Index HLS Sub-Account so that when
    combined with the expenses of the underlying Fund, the total does not exceed
    1.25%.

                                       7
<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 the Separate Accounts, as appropriate.

    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?").

WHAT ARE THE SALES CHARGES UNDER THE CONTRACT?

    We do not deduct sales charges at the time Contributions are made to the
Contract. We deduct a contingent deferred sales charge ("Sales Charge") 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 through the Second Year....................       5%
During the Third through Fourth Year........................       4%
During the Fifth Year.......................................       3%
During the Sixth Year.......................................       2%
During the Seventh Year.....................................       1%
Eighth Year and thereafter..................................       0%
</TABLE>

    We may reduce the amount or term of the Sales Charge (see "Experience Rating
under the Contracts" and "Negotiated Charges and Fees"). 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?").

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>
Annual rate
 (Contract values of $50,000,000 or less):                     0.90%      1.25%
Annual rate
 (Contract values in excess of $50,000,000):                   0.75%      1.25%
</TABLE>

    We will determine eligibility for the lower annual 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.

                                       8
<PAGE>
IS THERE A DEDUCTION FOR PREMIUM TAXES?

    We deduct 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.")

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.")

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 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.

- -  This option 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.

                                       9
<PAGE>
                            ACCUMULATION UNIT VALUES
          (FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

    The following information has been derived from the audited financial
statements of the Separate Accounts, which have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their reports with respect
thereto, and should be read in conjunction with those statements which are
included in the Statement of Additional Information, which is incorporated by
reference in this Prospectus.
<TABLE>
                                                                                   YEAR ENDED DECEMBER 31,
                                                              -------------------------------------------------------------------
                                                               1999      1998      1997      1996      1995      1994      1993
                                                              -------   -------   -------   -------   -------   -------   -------
DC-I
<S>                                                           <C>       <C>       <C>       <C>       <C>       <C>       <C>
HARTFORD BOND HLS SUB-ACCOUNT
(INCEPTION DATE AUGUST 3, 1982)
Accumulation unit value at beginning of period..............  $ 4.979   $ 4.641   $ 4.201   $ 4.099   $ 3.499   $ 3.689   $ 3.388
Accumulation unit value at end of period....................  $ 4.837   $ 4.979   $ 4.641   $ 4.201   $ 4.099   $ 3.499   $ 3.689
Number of accumulation units outstanding at end of period
 (in thousands).............................................    7,197    10,752     8,821     8,711     8,630     9,090    10,092
HARTFORD STOCK HLS SUB-ACCOUNT
(INCEPTION DATE AUGUST 3, 1982)
Accumulation unit value at beginning of period..............  $19.085   $14.413   $11.059   $ 8.979   $ 6.773   $ 6.990   $ 6.190
Accumulation unit value at end of period....................  $22.672   $19.085   $14.413   $11.059   $ 8.979   $ 6.773   $ 6.990
Number of accumulation units outstanding at end of period
 (in thousands).............................................   28,666    44,646    44,558    42,224    39,271    39,551    37,542
HARTFORD MONEY MARKET HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 14, 1982)
Accumulation unit value at beginning of period..............  $ 2.987   $ 2.861   $ 2.738   $ 2.629   $ 2.515   $ 2.450   $ 2.410
Accumulation unit value at end of period....................  $ 3.109   $ 2.987   $ 2.861   $ 2.738   $ 2.629   $ 2.515   $ 2.450
Number of accumulation units outstanding at end of period
 (in thousands).............................................   12,051    13,525    11,208     9,609     7,884     9,548     9,298
HARTFORD ADVISERS HLS SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation unit value at beginning of period..............  $ 6.436   $ 5.204   $ 4.213   $ 3.649   $ 2.876   $ 2.993   $ 2.700
Accumulation unit value at end of period....................  $ 7.061   $ 6.436   $ 5.204   $ 4.213   $ 3.649   $ 2.876   $ 2.993
Number of accumulation units outstanding at end of period
 (in thousands).............................................  101,430   140,627   137,947   136,232   128,415   126,437   119,064
HARTFORD CAPITAL APPRECIATION HLS SUB-ACCOUNT
(INCEPTION DATE APRIL 2, 1984)
Accumulation unit value at beginning of period..............  $ 9.109   $ 7.952   $ 6.552   $ 5.482   $ 4.257   $ 4.204   $ 3.524
Accumulation unit value at end of period....................  $12.420   $ 9.109   $ 7.952   $ 6.552   $ 5.482   $ 4.257   $ 4.204
Number of accumulation units outstanding at end of period
 (in thousands).............................................   39,292    56,416    62,609    59,279    52,278    46,086    36,598

<S>                                                           <C>       <C>       <C>
                                                               YEAR ENDED DECEMBER 31,
                                                              ---------------------------
                                                               1992      1991      1990
                                                              -------   -------   -------
DC-I
HARTFORD BOND HLS SUB-ACCOUNT
(INCEPTION DATE AUGUST 3, 1982)
Accumulation unit value at beginning of period..............  $ 3.251   $ 2.827   $ 2.640
Accumulation unit value at end of period....................  $ 3.388   $ 3.251   $ 2.827
Number of accumulation units outstanding at end of period
 (in thousands).............................................   10,253    10,201     9,871
HARTFORD STOCK HLS SUB-ACCOUNT
(INCEPTION DATE AUGUST 3, 1982)
Accumulation unit value at beginning of period..............  $ 5.695   $ 4.628   $ 4.875
Accumulation unit value at end of period....................  $ 6.190   $ 5.695   $ 4.628
Number of accumulation units outstanding at end of period
 (in thousands).............................................   34,861    32,700    29,962
HARTFORD MONEY MARKET HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 14, 1982)
Accumulation unit value at beginning of period..............  $ 2.354   $ 2.248   $ 2.106
Accumulation unit value at end of period....................  $ 2.410   $ 2.354   $ 2.248
Number of accumulation units outstanding at end of period
 (in thousands).............................................    9,999    10,936    11,181
HARTFORD ADVISERS HLS SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation unit value at beginning of period..............  $ 2.524   $ 2.123   $ 2.123
Accumulation unit value at end of period....................  $ 2.700   $ 2.524   $ 2.123
Number of accumulation units outstanding at end of period
 (in thousands).............................................  105,648    93,981    84,223
HARTFORD CAPITAL APPRECIATION HLS SUB-ACCOUNT
(INCEPTION DATE APRIL 2, 1984)
Accumulation unit value at beginning of period..............  $ 3.050   $ 2.004   $ 2.278
Accumulation unit value at end of period....................  $ 3.524   $ 3.050   $ 2.004
Number of accumulation units outstanding at end of period
 (in thousands).............................................   25,900    19,437    15,293
</TABLE>

                                       10
<PAGE>
<TABLE>
                                                                                  YEAR ENDED DECEMBER 31,
                                                              -----------------------------------------------------------------
                                                               1999      1998      1997      1996      1995      1994     1993
                                                              -------   -------   -------   -------   -------   ------   ------
DC-I
<S>                                                           <C>       <C>       <C>       <C>       <C>       <C>      <C>
HARTFORD MORTGAGE SECURITIES HLS SUB-ACCOUNT
(INCEPTION DATE JANUARY 15, 1985)
Accumulation unit value at beginning of period..............  $ 2.783   $ 2.628   $ 2.430   $ 2.335   $ 2.034   $2.093   $1.993
Accumulation unit value at end of period....................  $ 2.802   $ 2.783   $ 2.268   $ 2.430   $ 2.335   $2.034   $2.093
Number of accumulation units outstanding at end of period
 (in thousands).............................................    6,078     8,947     9,204    10,597    11,067   10,782   11,722
HARTFORD INDEX HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1987)
Accumulation unit value at beginning of period..............  $ 2.392   $ 1.907   $ 1.520   $ 2.353   $ 1.738   $1.735   $1.605
Accumulation unit value at end of period....................  $ 3.007   $ 2.392   $ 1.907   $ 1.520   $ 2.353   $1.738   $1.735
Number of accumulation units outstanding at end of period
 (in thousands).............................................   62,941    81,407    67,788    49,989    19,816   15,356   13,489
CALVERT SOCIAL BALANCED SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation unit value at beginning of period..............  $ 2.955   $ 2.563   $ 2.152   $ 1.929   $ 1.504   $1.573   $1.475
Accumulation unit value at end of period....................  $ 3.291   $ 2.955   $ 2.563   $ 2.152   $ 1.929   $1.504   $1.573
Number of accumulation units outstanding at end of period
 (in thousands).............................................    7,927    11,080    10,795    10,160     9,009    7,899    7,199
HARTFORD INTERNATIONAL OPPORTUNITIES HLS SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation unit value at beginning of period..............  $ 1.662   $ 1.481   $ 1.488   $ 1.330   $ 1.181   $1.220   $0.924
Accumulation unit value at end of period....................  $ 2.305   $ 1.662   $ 1.459   $ 1.488   $ 1.330   $1.181   $1.220
Number of accumulation units outstanding at end of period
 (in thousands).............................................   22,410    32,407    38,369    43,558    35,671   38,270   19,894
HARTFORD DIVIDEND AND GROWTH HLS SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation unit value at beginning of period..............  $ 2.250   $ 1.949   $ 1.490   $ 1.224   $ 1.000       --       --
Accumulation unit value at end of period....................  $ 2.349   $ 2.250   $ 1.949   $ 1.490   $ 1.224       --       --
Number of accumulation units outstanding at end of period
 (in thousands).............................................   22,927    36,162    37,647    20,897     6,317       --       --

<S>                                                           <C>      <C>      <C>
                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                               1992     1991     1990
                                                              ------   ------   ------
DC-I
HARTFORD MORTGAGE SECURITIES HLS SUB-ACCOUNT
(INCEPTION DATE JANUARY 15, 1985)
Accumulation unit value at beginning of period..............  $1.929   $1.702   $1.571
Accumulation unit value at end of period....................  $1.993   $1.929   $1.702
Number of accumulation units outstanding at end of period
 (in thousands).............................................  12,046   11,855   10,291
HARTFORD INDEX HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1987)
Accumulation unit value at beginning of period..............  $1.522   $1.190   $1.255
Accumulation unit value at end of period....................  $1.605   $1.522   $1.190
Number of accumulation units outstanding at end of period
 (in thousands).............................................  11,720    8,519    6,350
CALVERT SOCIAL BALANCED SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation unit value at beginning of period..............  $1.388   $1.207   $1.173
Accumulation unit value at end of period....................  $1.475   $1.388   $1.207
Number of accumulation units outstanding at end of period
 (in thousands).............................................   5,215    3,508    2,036
HARTFORD INTERNATIONAL OPPORTUNITIES HLS SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation unit value at beginning of period..............  $0.979   $0.877   $1.000
Accumulation unit value at end of period....................  $0.924   $0.979   $0.877
Number of accumulation units outstanding at end of period
 (in thousands).............................................   8,061    4,663    2,564
HARTFORD DIVIDEND AND GROWTH HLS 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>

                                       11
<PAGE>
<TABLE>
                                                                                  YEAR ENDED DECEMBER 31,
                                                              -----------------------------------------------------------------
                                                               1999      1998      1997      1996      1995      1994     1993
                                                              -------   -------   -------   -------   -------   ------   ------
DC-II
<S>                                                           <C>       <C>       <C>       <C>       <C>       <C>      <C>
HARTFORD BOND HLS SUB-ACCOUNT
(INCEPTION DATE AUGUST 25, 1982)
Accumulation unit value at beginning of period..............  $ 4.917   $ 4.604   $ 4.187   $ 4.095   $ 3.500   $3.689   $3.389
Accumulation unit value at end of period....................  $ 4,796   $ 4.917   $ 4.604   $ 4.187   $ 4.095   $3.500   $3.689
Number of accumulation units outstanding at end of period
 (in thousands).............................................    3,141     1,804     1,606     1,655     1,368    1,123      992
HARTFORD STOCK HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation unit value at beginning of period..............  $18.846   $14.295   $11.017   $ 8.968   $ 6.771   $6.988   $6.188
Accumulation unit value at end of period....................  $21.649   $18.846   $14.295   $11.017   $ 8.968   $6.771   $6.988
Number of accumulation units outstanding at end of period
 (in thousands).............................................   11,207     4,483     5,082     4,885     4,413    3,885    3,181
HARTFORD MONEY MARKET HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation unit value at beginning of period..............  $ 2.947   $ 2.834   $ 2.725   $ 2.624   $ 2.512   $2.447   $2.407
Accumulation unit value at end of period....................  $ 3.061   $ 2.947   $ 2.834   $ 2.725   $ 2.624   $2.512   $2.447
Number of accumulation units outstanding at end of period
 (in thousands).............................................    2,145     1,567   $ 1,473     1,333       989      905      886
HARTFORD ADVISERS HLS SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation unit value at beginning of period..............  $ 6.366   $ 5.168   $ 4.201   $ 3.647   $ 2.876   $2.993   $2.700
Accumulation unit value at end of period....................  $ 7.021   $ 6.366   $ 5.168   $ 4.201   $ 3.647   $2.876   $2.993
Number of accumulation units outstanding at end of period
 (in thousands).............................................   14,450     8,737    10.299    10,505     9,212    8,279    7,023
HARTFORD CAPITAL APPRECIATION HLS SUB-ACCOUNT
(INCEPTION DATE APRIL 2, 1984)
Accumulation unit value at beginning of period..............  $ 9.001   $ 7.896   $ 6.533   $ 5.478   $ 4.257   $4.204   $3.524
Accumulation unit value at end of period....................  $12.389   $ 9.001   $ 7.896   $ 6.533   $ 5.478   $4.257   $4.204
Number of accumulation units outstanding at end of period
 (in thousands).............................................   12,159     7,529    11,032    10,979     9,081    6,923    4,940

<S>                                                           <C>      <C>      <C>
                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                               1992     1991     1990
                                                              ------   ------   ------
DC-II
HARTFORD BOND HLS SUB-ACCOUNT
(INCEPTION DATE AUGUST 25, 1982)
Accumulation unit value at beginning of period..............  $3.251   $2.827   $2.641
Accumulation unit value at end of period....................  $3.389   $3.251   $2.827
Number of accumulation units outstanding at end of period
 (in thousands).............................................     816      732      724
HARTFORD STOCK HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation unit value at beginning of period..............  $5.694   $4.627   $4.874
Accumulation unit value at end of period....................  $6.188   $5.694   $4.627
Number of accumulation units outstanding at end of period
 (in thousands).............................................   2,517    1,885    1,467
HARTFORD MONEY MARKET HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation unit value at beginning of period..............  $2.351   $2.245   $2.103
Accumulation unit value at end of period....................  $2.407   $2.351   $2.245
Number of accumulation units outstanding at end of period
 (in thousands).............................................     884      929      881
HARTFORD ADVISERS HLS SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation unit value at beginning of period..............  $2.524   $2.123   $2.123
Accumulation unit value at end of period....................  $2.700   $2.524   $2.123
Number of accumulation units outstanding at end of period
 (in thousands).............................................   7,323    6,220    5,565
HARTFORD CAPITAL APPRECIATION HLS SUB-ACCOUNT
(INCEPTION DATE APRIL 2, 1984)
Accumulation unit value at beginning of period..............  $3.050   $2.004   $2.278
Accumulation unit value at end of period....................  $3.524   $3.050   $2.004
Number of accumulation units outstanding at end of period
 (in thousands).............................................   3,276    2,113    1,455
</TABLE>

                                       12
<PAGE>
<TABLE>
                                                                                  YEAR ENDED DECEMBER 31,
                                                              -----------------------------------------------------------------
                                                               1999      1998      1997      1996      1995      1994     1993
                                                              -------   -------   -------   -------   -------   ------   ------
DC-II
<S>                                                           <C>       <C>       <C>       <C>       <C>       <C>      <C>
HARTFORD MORTGAGE SECURITIES HLS SUB-ACCOUNT
(INCEPTION DATE JANUARY 15, 1985)
Accumulation unit value at beginning of period..............  $ 2.747   $ 2.606   $ 2.421   $ 2.333   $ 2.034   $2.093   $1.993
Accumulation unit value at end of period....................  $ 2.799   $ 2.747   $ 2.606   $ 2.421   $ 2.333   $2.034   $2.093
Number of accumulation units outstanding at end of period
 (in thousands).............................................    1,200       891     1,035     1,141     1,149      994      942
HARTFORD INDEX HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1985)
Accumulation unit value at beginning of period..............  $ 4.755   $ 3.745   $ 2.848   $ 2.353   $ 1.738   $1.735   $1.605
Accumulation unit value at end of period....................  $ 5.729   $ 4.755   $ 3.745   $ 2.848   $ 2.353   $1.738   $1.735
Number of accumulation units outstanding at end of period
 (in thousands).............................................   10,126     6,393     5,415     4,378     3,153    2,376    1,862
CALVERT SOCIAL BALANCED SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation unit value at beginning of period..............  $ 2.750   $ 2.396   $ 2.021   $ 1.817   $ 1.417   $1.483   $1.391
Accumulation unit value at end of period....................  $ 3.052   $ 2.750   $ 2.396   $ 2.021   $ 1.817   $1.417   $1.483
Number of accumulation units outstanding at end of period
 (in thousands).............................................    1,628     1,263     1,291     1,193       923      693      498
HARTFORD INTERNATIONAL OPPORTUNITIES HLS SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation unit value at beginning of period..............  $ 1.641   $ 1.469   $ 1.483   $ 1.329   $ 1.181   $1.220   $0.924
Accumulation unit value at end of period....................  $ 2.288   $ 1.641   $ 1.469   $ 1.483   $ 1.329   $1.181   $1.220
Number of accumulation units outstanding at end of period
 (in thousands).............................................    6,548     4,166     5,864     5,996     4,520    3,640    1,495
HARTFORD DIVIDEND AND GROWTH HLS SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation unit value at beginning of period..............  $ 2.222   $ 1.933   $ 1.490   $ 1.223   $ 1.000       --       --
Accumulation unit value at end of period....................  $ 2.314   $ 2.222   $ 1.933   $ 1.490   $ 1.223       --       --
Number of accumulation units outstanding at end of period
 (in thousands).............................................    9,983     8,150     6.877     3,874       558       --       --

<S>                                                           <C>      <C>      <C>
                                                              YEAR ENDED DECEMBER 31,
                                                              ------------------------
                                                               1992     1991     1990
                                                              ------   ------   ------
DC-II
HARTFORD MORTGAGE SECURITIES HLS SUB-ACCOUNT
(INCEPTION DATE JANUARY 15, 1985)
Accumulation unit value at beginning of period..............  $1.929   $1.702   $1.571
Accumulation unit value at end of period....................  $1.993   $1.929   $1.702
Number of accumulation units outstanding at end of period
 (in thousands).............................................     802      736      582
HARTFORD INDEX HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1985)
Accumulation unit value at beginning of period..............  $1.522   $1.190   $1.255
Accumulation unit value at end of period....................  $1.605   $1.522   $1.190
Number of accumulation units outstanding at end of period
 (in thousands).............................................   1,437      871      595
CALVERT SOCIAL BALANCED SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation unit value at beginning of period..............  $1.308   $1.138   $1.106
Accumulation unit value at end of period....................  $1.391   $1.308   $1.138
Number of accumulation units outstanding at end of period
 (in thousands).............................................     317      187       94
HARTFORD INTERNATIONAL OPPORTUNITIES HLS SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation unit value at beginning of period..............  $0.979   $0.877   $1.000
Accumulation unit value at end of period....................  $0.924   $0.979   $0.877
Number of accumulation units outstanding at end of period
 (in thousands).............................................     553      220       52
HARTFORD DIVIDEND AND GROWTH HLS 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>

                                       13
<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.

    Hartford Advisers HLS, Hartford Bond HLS, Calvert Social Balanced, Hartford
Capital Appreciation HLS, Hartford Dividend and Growth HLS, Hartford Index HLS,
Hartford International Opportunities HLS, Hartford Money Market HLS, Hartford
Mortgage Securities HLS, and Hartford Stock HLS 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 total fund operating
expenses, the contingent deferred sales charge and the highest charge for
mortality, expense risk and administrative undertakings.

    The Separate Accounts may also advertise NON-STANDARD TOTAL RETURNS THAT
PRE-DATE THE INCEPTION DATE OF THE SEPARATE ACCOUNTS. These non-standardized
total returns are calculated by assuming that the Sub-Accounts have been in
existence for the same periods as the underlying Funds and by taking deductions
for charges equal to those currently assessed against the Sub-Accounts. This
figure will usually be calculated for one year, five years, and ten years or
other periods. Non-standardized total return figures are net of total fund
operating expenses, the actual charge for mortality, expense risk and
administrative undertakings, and do not take into account contingent deferred
sales charges. Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account. These non-standardized
returns must be accompanied by standardized total returns.

    Hartford Bond HLS and Hartford Mortgage Securities HLS 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.

    Hartford Money Market HLS 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 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 1583, Hartford, CT 06144-1583. We are
ultimately controlled by The Hartford Financial Services Group, Inc., one of the
largest financial service providers in the United States.

                                       14
<PAGE>
                               HARTFORD'S RATINGS

<TABLE>
<CAPTION>
RATING AGENCY                 EFFECTIVE DATE OF RATING    RATING         BASIS OF RATING
- -------------                 ------------------------   --------   --------------------------
<S>                           <C>                        <C>        <C>
A.M. Best and                          1/1/99               A+      Financial performance
Company, Inc.
Standard & Poor's                      8/1/99              AA       Insurer financial strength
Duff & Phelps                          7/1/99              AA+      Claims paying ability
Moody's                                7/1/99              Aa3      Insurer financial strength
</TABLE>

                             THE SEPARATE ACCOUNTS

    Hartford Life Insurance Company Separate Account DC Variable Account-I
("DC-I") and Hartford Life Insurance Company Separate Account Two ("DC-II") are
where we set aside and invest assets of some of our annuity contracts, including
the Contracts. We hold Contributions to Contracts issued in connection with
Deferred Compensation Plans and certain other nonqualified deferred compensation
plans in DC-I during the Accumulation Period and in DC-II during the Annuity
Period. We hold Contributions to Contracts issued in connection with Qualified
Plans in DC-II during both the Accumulation Period and the Annuity Period. The
assets of DC-I and DC-II were transferred from Hartford Variable Annuity Life
Insurance Company Separate Account 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

    Hartford HLS Funds are sponsored and administered by Hartford Life Insurance
Company. HL Investment Advisors, LLC (HL Advisors) serves as the investment
adviser to each of the Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

    Each Hartford HLS Fund available in this Contract is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. The shares of each Fund have been
divided into Class IA and Class IB. Only Class IA shares are available in this
Contract.

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

    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

                                       15
<PAGE>
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.

    THESE FUNDS MAY NOT BE AVAILABLE IN ALL STATES OR IN ALL CONTRACTS.

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

  HARTFORD CAPITAL APPRECIATION HLS FUND

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

  HARTFORD DIVIDEND AND GROWTH HLS FUND

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

  HARTFORD INDEX HLS FUND

    Seeks to provide investment results that 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 MONEY MARKET HLS FUND

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

  HARTFORD MORTGAGE SECURITIES HLS FUND

    Seeks maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related securities.
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.

                                       16
<PAGE>
  HARTFORD STOCK HLS FUND

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

                                  CALVERT FUND

  CALVERT SOCIAL BALANCED PORTFOLIO

    Seeks to achieve a competitive total return through an actively managed
portfolio of stocks, bonds and money market instruments which offer income and
capital growth opportunity and which satisfy the investment and social criteria.

                                   ALL FUNDS

    Hartford Advisers HLS Sub-Account was not available under Contracts issued
prior to May 2, 1983. Hartford Capital Appreciation HLS Sub-Account was not
available under Contracts issued prior to May 1, 1984. Hartford Mortgage
Securities HLS Sub-Account was not available under Contracts issued prior to
January 15, 1985. Hartford Index HLS Sub-Account was not available under
Contracts issued prior to May 1, 1987. Hartford Dividend and Growth HLS
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 AND SHARED 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 and
shared funding." As a result, there is a possibility that a material conflict
may arise between the interests of Contract Owners, and of owners of other
contracts whose contract values are allocated to one or more of these other
separate accounts investing in any one of the Funds. In the event of any such
material conflicts, we will consider what action may be appropriate, including
removing the Fund from the Separate Account or replacing the Fund with another
Fund. There are certain risks associated with mixed and shared funding, as
disclosed in the Funds' prospectus.

    VOTING RIGHTS: We are the legal owners of all Fund shares held in the
Separate 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.

    During the Annuity Period under a Contract, the number of votes will
decrease as the assets held to fund Annuity benefits will decrease.

    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
or as we deem appropriate. Current law requires notification to you of any such
substitution and approval of the Securities and Exchange

                                       17
<PAGE>
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.

    ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

                             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 AN 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 at 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

                                       18
<PAGE>
respect to the Separate Accounts. If additional separate accounts are available
under a Contract, you may allocate Contract values to sub-accounts within the
additional separate accounts, subject to any restrictions that may apply. Call
1-800-528-9009 for more information on additional separate accounts.

                                CONTRACT CHARGES

    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.

<TABLE>
<CAPTION>
PARTICIPANT'S CONTRACT YEARS                                  SALES CHARGE
- ----------------------------                                  ------------
<S>                                                           <C>
During the First through the Second Year....................       5%
During the Third through the Fourth Year....................       4%
During the Fifth Year.......................................       3%
During the Sixth Year.......................................       2%
During the Seventh Year.....................................       1%
During the Eighth Year and thereafter.......................       0%
</TABLE>

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

    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.

                                       19
<PAGE>
    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. A "Related Participant Directed Account
Option" is a Participant directed investment account under the Plan that you
identify and we accept for the purpose of participant-directed transfers of
amounts from the Contract for investment outside of the Contract. The Related
Participant Directed Account Option may not be available in all states.

    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:

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

    We will determine eligibility for the lower annual 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.

    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
Annuitant 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" and "Negotiated Charges and Fees"). 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.

                                       20
<PAGE>
    PREMIUM TAXES: We deduct a charge 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.

    EXPERIENCE RATING UNDER THE CONTRACTS: We may apply experience credits under
a Contract based on investment, administrative, mortality or other factors,
including, but not limited to: (1) the total number of 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.

    NEGOTIATED CHARGES AND FEES: The charges and fees described in this section
vary from Contract to Contract, depending on plan characteristics. The Contract
Owner can negotiate charges and fees. This flexibility allows us and the
Contract Owner to custom design a charge and fee structure that meets the
financial goals of both the Contract Owner and Hartford.

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

    PLAN RELATED EXPENSES: We can agree with the Contract Owner to be directed
to deduct amounts from the assets under a Contract to pay certain administrative
expenses or other Plan related expenses including, but not limited to, fees to
consultants, auditors and other Plan service providers. We will deduct and pay
such amounts to the Contract Owner or as directed by the Contract Owner. We may
agree to include such amounts as an adjustment to the charge for administrative
undertakings for a Separate Account.

                                 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

                                       21
<PAGE>
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.

    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 or the General Account option to one or more Sub-Accounts, the
General Account option, or any combination thereof during the Accumulation
Period. You can make these transfers and changes in allocations by

    - written request,

    - by calling 1-800-528-9009, or

    - where available, electronically by Internet through our website at
      http://retire.hartfordlife.com.

    Any transfers or changes will be effected as of the date we receive your
request in good order 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 Hartford Money Market HLS Sub-Account, or to any money market sub-account
established in the future, are prohibited.

    Similarly, transfers of assets presently held in the Hartford Money Market
HLS 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.

                                       22
<PAGE>
    We, or our agents and affiliates will not be responsible for losses
resulting from acting upon telephone or electronic requests reasonably believed
to be genuine. We will employ reasonable procedures to confirm that instructions
communicated by telephone or electronically 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. Transfer requests initiated
electronically require a personal identification number.

    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 Hartford Money Market HLS
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 Hartford Money Market
HLS 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 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 Hartford Money Market HLS 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 sum of the amounts under your
Participant Account allocated to the General Account option and the
Sub-Accounts.

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

    Contributions made or Contract values allocated to a Sub-Account are
converted into Accumulation Units by dividing the amount of the Contribution or
allocation, minus any Premium Taxes, by the Accumulation Unit value for that
Valuation Day. The more Contributions or Contract values allocated to the
Sub-Accounts under your Participant Account, the more Accumulation Units will be
reflected under your Participant Account. You

                                       23
<PAGE>
decrease the number of Accumulation Units in a Sub-Account under your
Participant Account by requesting Surrenders, transferring money out of a
Sub-Account, submitting a Death Benefit claim or by electing an annuity payout
from your Participant Account.

    To determine the current Accumulation Unit value, we take the prior
Valuation Day's Accumulation Unit value and multiply it by the Net Investment
Factor for the current Valuation Day.

    The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account is calculated by dividing (a) by (b) and subtracting
(c) where:

(a) is the net asset value per share of each Fund held in the Sub-Account at the
    end of the current Valuation Day.

(b) is the net asset value per share of each Fund held in the Sub-Account at the
    end of the prior Valuation Day.

(c) is the 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, and any other applicable
    charge.

    We will send you a statement in each calendar quarter, that tells you how
many Accumulation Units you have, their value and your total Participant Account
value. You can also call 1-800-528-9009 to obtain your Participant Account
value.

    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") instead of receiving the
death benefit payment in a single sum. An election to

                                       24
<PAGE>
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 on either a variable or fixed
basis, or $20 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?").

    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:

- -  Life Annuity (Option 1)

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

- -  Unit Refund Life Annuity (Option 3)

- -  Joint and Last Survivor Life Annuity (Option 4)

- -  Payments for a Designated Period (Option 5)

                             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.) 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.)

    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).

    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?

    Except for Annuity payout Option 5 (on a variable basis), 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. Any Surrender out of Option 5 will be subject to Sales Charges, if
applicable.

                                       25
<PAGE>
    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").

    WHAT IS THE MINIMUM AMOUNT THAT I MAY SELECT FOR AN ANNUITY PAYMENT?

    The minimum Annuity payment is $20. No election may be made which results in
a first payment of less than $20. If at any time Annuity payments are or become
less than $20, we have the right to change the frequency of payment to intervals
that will result in payments of at least $20.

    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?") 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.

                                       26
<PAGE>
- -  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:

<TABLE>
<C>  <C>  <S>                                        <C>            <C>
                                        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
(b)   =   by                                            X           number of monthly
          each monthly Annuity payment made                         Annuity payments made
</TABLE>

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

    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.")

    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?") 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.

                                       27
<PAGE>
    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
Annuitant 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.

    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>
<C>  <S>                                                           <C>
 A.  Net amount applied..........................................  $139,782.50
 B.  Initial monthly income per $1,000 of payment applied........         6.13
 C.  Initial monthly payment (A X B  DIVIDED BY 1,000)...........  $    856.87
 D.  Annuity Unit Value..........................................        3.125
 E.  Number of monthly annuity units (C  DIVIDED BY D)...........      274.198
 F.  Assume annuity unit value for second month equal to.........        2.897
 G.  Second monthly payment (F X E)..............................  $    794.35
 H.  Assume annuity unit value for third month equal to..........        3.415
 I.  Third month payment (H X E).................................  $    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 federal tax law is complex, the tax consequences of purchasing
this contract will vary depending on your situation. You may need tax or legal
advice to help you determine whether purchasing this contract is right for you.

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

                                       28
<PAGE>
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
Subchapter 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 we have 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?") 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 TAX-QUALIFIED RETIREMENT PLANS

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

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

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

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

  1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS

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

  2. TAX SHELTERED ANNUITIES UNDER SECTION 403(B)

    Public schools and certain types of charitable, educational and scientific
  organizations, as specified in section 501(c)(3) of the Code, can purchase
  tax-sheltered annuity contracts for their employees. Tax-deferred
  contributions can be made to tax-sheltered annuity contracts under section
  403(b) of the Code, subject to certain limitations. Generally, such
  contributions may not exceed the lesser of $10,500 (indexed) or 20% of the
  employee's "includable compensation" for such employee's most recent full year
  of employment, subject to other adjustments. Special provisions under the Code
  may allow some employees to elect a different overall limitation.

                                       29
<PAGE>
    Tax-sheltered annuity programs under section 403(b) are subject to a
  PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO
  CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT, unless such
  distribution is made:

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

    - upon separation from service;

    - upon death or disability; or

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

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

  3. DEFERRED COMPENSATION PLANS UNDER SECTION 457

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

    Deferred Compensation Plans that meet the requirements of section 457(b) of
  the Code are called "eligible" Deferred Compensation Plans. Section 457(b)
  limits the amount of contributions that can be made to an eligible Deferred
  Compensation Plan on behalf of a participant. Generally, the limitation on
  contributions is 33 1/3% of a participant's includable compensation (typically
  25% of gross compensation) or, for 2000, $8,000 (indexed), whichever is less.
  The plan may provide for additional "catch-up" contributions during the three
  taxable years ending before the year in which the participant attains normal
  retirement age.

    All of the assets and income of an eligible Deferred Compensation Plan of a
  governmental employer must be held in trust for the exclusive benefit of
  participants and their beneficiaries. For this purpose, custodial accounts and
  certain annuity contracts are treated as trusts. The requirement of a trust
  does not apply to amounts under a Deferred Compensation Plan of a tax-exempt
  (non-governmental) employer. In addition, the requirement of a trust does not
  apply to amounts under a Deferred Compensation Plan of a governmental employer
  if the Deferred Compensation Plan is not an eligible plan within the meaning
  of section 457(b) of the Code. In the absence of such a trust, amounts under
  the plan will be subject to the claims of the employer's general creditors.

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

    - attains age 70 1/2,

    - separates from service,

    - dies, or

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

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

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

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

                                       30
<PAGE>
    SIMPLE IRAS.  Eligible employees may establish SIMPLE IRAs in connection
  with a SIMPLE IRA plan of an employer under section 408(p) of the Code.
  Special rollover rules apply to SIMPLE IRAs. Amounts can be rolled over from
  one SIMPLE IRA to another SIMPLE IRA. However, amounts can be rolled over from
  a SIMPLE IRA to a Traditional IRA only after two years have expired since the
  employee first commenced participation in the employer's SIMPLE IRA plan.
  Amounts cannot be rolled over to a SIMPLE IRA from a qualified plan or a
  Traditional IRA. Hartford is a non-designated financial institution for
  purposes of the SIMPLE IRA rules.

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

  5. FEDERAL TAX PENALTIES AND WITHHOLDING

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

    (a) PENALTY TAX ON EARLY DISTRIBUTIONS

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

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

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

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

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

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

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

      In addition, the 10% penalty tax does not apply to a distribution from an
    IRA that is:

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

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

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

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

    (b) MINIMUM DISTRIBUTION PENALTY TAX

      If the amount distributed is less than the minimum required distribution
    for the year, the Participant is subject to a 50% penalty tax on the amount
    that was not properly distributed.

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

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

                                       31
<PAGE>
    - the calendar year in which the individual retires from service with the
      employer sponsoring the plan.

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

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

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

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

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

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

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

    (c) WITHHOLDING

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

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

    - the non-taxable portion of the distribution;

    - required minimum distributions; or

    - direct transfer distributions.

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

    Certain states require withholding of state taxes when federal income tax is
  withheld.

D. DIVERSIFICATION OF THE SEPARATE ACCOUNT

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

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

    - no more than 55% of the value of the total assets of the segregated asset
      account underlying a variable contract is represented by any one
      investment,

    - no more than 70% is represented by any two investments,

                                       32
<PAGE>
    - no more than 80% is represented by any three investments and

    - no more than 90% is represented by any four investments.

    In determining whether the diversification standards are met, all securities
of the same issuer, all interests in the same real property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
treated as a separate issuer.

    A separate account must be in compliance with the diversification standards
on the last day of each calendar quarter or within 30 days after the quarter
ends. If an insurance company inadvertently fails to meet the diversification
requirements, the company may still comply within a reasonable period and avoid
the taxation of contract income on an ongoing basis. However, either the company
or the contract owner must agree to pay the tax due for the period during which
the diversification requirements were not met.

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

E. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT

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

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

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

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

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

F. CONTRACTS OWNED BY NON-NATURAL PERSONS

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

    - certain annuities held by structured settlement companies,

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

    - certain immediate annuities.

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

                                       33
<PAGE>
    If the contract owner is a non-natural person, the primary annuitant is
treated as the contract owner in applying mandatory distribution rules. These
rules require that certain distributions be made upon the death of the contract
owner. A change in the primary annuitant is also treated as the death of the
contract owner.

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, we may modify the
  Contracts 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.

    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. Both HSD and Hartford are ultimately controlled by
the Hartford Financial Services Group, Inc. The principal business address of
HSD is the same as that of Hartford.

    The securities will be sold by salespersons of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives 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.

                                       34
<PAGE>
    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.

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

    The audited financial statements and financial statement schedules included
in this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports. 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
    P.O. Box 1583
    Hartford, CT. 06144-1583

    You can also send inquiries to us electronically by Internet through our
website at http://retire.hartfordlife.com.

                                       35
<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>

                                       36
<PAGE>
    To obtain a Statement of Additional
Information, complete the form below and mail to:

    Hartford Life Insurance Company
    P.O. Box 1583
    Hartford, CT 06144-1583

    Please send a Statement of Additional
Information for Separate Account DC-I and Separate
Account Two (DC-II) (Form HV-2138-5) to me at the
following address:

    _________________________________________
                       Name

     _________________________________________
                      Address

     _________________________________________
         City/State               Zip Code
<PAGE>

                                     PART B

<PAGE>

                       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, P.O. Box 1583, Hartford, CT 061144-1583.





Date of Prospectus:  May 1, 2000
Date of Statement of Additional Information:  May 1, 2000





33-19944


<PAGE>

                                       2


                                TABLE OF CONTENTS

SECTION                                                                   PAGE
- -------                                                                   ----
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY.............................  3

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

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

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

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

PERFORMANCE COMPARISONS.................................................... 11

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


<PAGE>

                                       3


                 DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company is a stock life insurance company engaged in the
business of writing life insurance, both individual and group, in all states of
the United States and the District of Columbia. We were originally incorporated
under the laws of Massachusetts on June 5, 1902, and subsequently redomiciled to
Connecticut. Our offices are located in Simsbury, Connecticut; however, our
mailing address is P.O. Box 1583, Hartford, CT 061144-1583. We are ultimately
controlled by The Hartford Financial Services Group, Inc., one of the largest
financial service providers in the United States.

                               HARTFORD'S RATINGS

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------
      Rating Agency              Effective       Rating     Basis of Rating
                              Date of Rating
- ------------------------------------------------------------------------------------
<S>                           <C>                <C>      <C>
A.M. Best and Company, Inc.       1/1/99           A+     Financial performance
- ------------------------------------------------------------------------------------
Standard & Poor's                 8/1/99           AA     Insurer financial strength
- ------------------------------------------------------------------------------------
Duff & Phelps                     7/1/99           AA+    Claims paying ability
- ------------------------------------------------------------------------------------
Moody's                           7/1/99           Aa3    Insurer financial strength
- ------------------------------------------------------------------------------------
</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 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 for the securities issued with respect to the Separate Account. HSD
is an affiliate of Hartford. Both HSD and Hartford are ultimately controlled by
The Hartford Financial Services Group, Inc. The principal business address of
HSD is the same as Hartford.



<PAGE>

                                        4

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

HSD is registered with the 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 7% on Contributions and .50% annually on Individual Participant's
Account Values. Sales compensation may be reduced.

Hartford currently pays HSD underwriting commissions for its role as Principal
Underwriter of all variable annuities associated with this Separate Account. For
the past three years, the aggregate dollar amount of underwriting commissions
paid to and retained by HSD in its role as Principal Underwriter has been: 1999:
$16,025,174; 1998: $4,072,980 and 1997: $3,657,643. For the applicable time
periods, HSD has retained none of these commissions.

The offering of the Separate Account contracts is continuous.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the Prospectus under the
heading "Performance Related Information," the yield of a money market
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:

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


<PAGE>

                                       5

HARTFORD MONEY MARKET HLS 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.

   YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

DCI (.75% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SUB-ACCOUNT                         YIELD                EFFECTIVE YIELD
- --------------------------------------------------------------------------------
<S>                                 <C>                  <C>
Hartford Money Market HLS           4.59%                    4.70%
- --------------------------------------------------------------------------------
</TABLE>


DCI (.90% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SUB-ACCOUNT                         YIELD                EFFECTIVE YIELD
- --------------------------------------------------------------------------------
<S>                                 <C>                  <C>
Hartford Money Market HLS           4.45%                     4.54%
- --------------------------------------------------------------------------------
</TABLE>


DCII (1.25% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SUB-ACCOUNT                         YIELD                EFFECTIVE YIELD
- --------------------------------------------------------------------------------
<S>                                 <C>                  <C>
Hartford Money Market HLS           4.09%                     4.18%
- --------------------------------------------------------------------------------
</TABLE>

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

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

<PAGE>

                                       6

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

Example:

Current Yield Formula for the Sub-Account 2[((A-B)/(CD)+ 1) the power of 6 - 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.

        YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

DCI (.75% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Sub-Accounts                        Yield
- --------------------------------------------------------------------------------
<S>                                 <C>
Hartford Bond HLS                                            6.22%
- --------------------------------------------------------------------------------
Hartford Mortgage Securities HLS                             6.04%
- --------------------------------------------------------------------------------
</TABLE>


DCI (.90% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Sub Accounts                        Yield
- --------------------------------------------------------------------------------
<S>                                 <C>
Hartford Bond HLS                                            6.06%
- --------------------------------------------------------------------------------
Hartford Mortgage Securities HLS                             5.88%
- --------------------------------------------------------------------------------
</TABLE>


DCII (1.25% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Sub-Accounts                        Yield
- --------------------------------------------------------------------------------
<S>                                 <C>
Hartford Bond HLS                                            5.69%
- --------------------------------------------------------------------------------
Hartford Mortgage Securities HLS                             5.51%
- --------------------------------------------------------------------------------
</TABLE>

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


<PAGE>

                                       7

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. Standardized total return will be calculated since the inception of
the Separate Account 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.

The standardized average annual total return quotations for the Sub-Accounts
listed were as follows:

             STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED
                               DECEMBER 31, 1999

DCI (.75% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                           SEPARATE     1 YEAR          5 YEAR          10-YEAR              SINCE
                                       ACCOUNT                                                       INCEPTION OF
                                      INCEPTION                                                      THE SEPARATE
                                        DATE                                                            ACCOUNT
- -------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>             <C>             <C>               <C>
Hartford Advisers HLS                   3/31/88      4.27%          18.88%          12.50%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS                       3/31/88     -7.61%          5.65%            5.94%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation           3/31/88     29.61%          23.20%          18.32%              N/A
HLS
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS         3/8/94     -0.70%          20.20%            N/A             17.38%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS                      3/31/88     13.61%          26.15%          16.11%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford International                   7/2/90     31.87%          13.35%            N/A              8.86%
Opportunities HLS
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS        3/31/88     -4.28%          5.57%            5.65%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS                      3/31/88     12.94%          26.73%          16.42%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS               3/31/88     -1.09%          3.30%            3.68%              N/A
- -------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced                12/31/88      5.86%          16.08%          10.55%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                       8

             STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED
                               DECEMBER 31, 1999

DCI (.90% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                           SEPARATE     1 YEAR          5 YEAR          10-YEAR              SINCE
                                       ACCOUNT                                                       INCEPTION OF
                                      INCEPTION                                                      THE SEPARATE
                                        DATE                                                            ACCOUNT
- -------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>             <C>             <C>               <C>
Hartford Advisers HLS                   3/31/88      4.12%          18.74%          12.43%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS                       3/31/88     -7.75%          5.53%            5.88%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS       3/31/88     29.42%          23.06%          18.25%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS         3/8/94     -0.85%          20.07%            N/A             17.16%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS                      3/31/88     13.44%          26.03%          16.06%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford International                   7/2/90     31.67%          13.22%            N/A              8.72%
Opportunities HLS
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS        3/31/88     -4.42%          5.45%            5.59%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS                      3/31/88     12.78%          26.58%          16.36%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS               3/31/88     -1.24%          3.19%            3.62%              N/A
- -------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced                12/31/88      5.70%          15.94%          10.48%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

    STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999

DCII (1.25% mortality, expense risk and administrative charge)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                           SEPARATE     1 YEAR          5 YEAR          10-YEAR              SINCE
                                       ACCOUNT                                                       INCEPTION OF
                                      INCEPTION                                                      THE SEPARATE
                                        DATE                                                            ACCOUNT
- -------------------------------------------------------------------------------------------------------------------
<S>                                   <C>          <C>             <C>             <C>               <C>
Hartford Advisers HLS                   3/31/88      3.81%          18.47%          12.31%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS                       3/31/88     -8.07%          5.25%            5.74%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS       3/31/88     29.02%          22.77%          18.12%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS         3/8/94     -1.20%          19.73%            N/A             17.00%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS                      3/31/88     13.53%          26.07%          16.08%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford International                   7/2/90     31.22%          12.90%            N/A              8.65%
Opportunities HLS
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS        3/31/88     -4.75%          5.17%            5.45%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS                      3/31/88     12.40%          26.26%          16.20%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS               3/31/88     -1.59%          2.92%            3.48%              N/A
- -------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced                12/31/88      5.33%          15.62%          10.32%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                       9


On March 31, 1988, DC Variable Account II was transferred to Separate Account
Two and became a division thereof.

In addition to standardized total return, the Sub-Accounts may advertise
non-standardized total return that pre-dates the inception date of the
Separate Account.  This non-standardized total return is calculated by
assuming that the Sub-Accounts have been in existence for the same periods as
the underlying funds and by taking deductions for charges equal to those
currently assessed by the Sub-Accounts.  Non-standardized total return
figures are net of total fund operating expenses, the actual charge for
mortality, expense risk and administrative undertakings and do not take into
account contingent deferred sales charges.  Therefore, non-standardized total
return for a Sub-Account is higher than standardized total return for a
Sub-Account.

The non-standardized annualized total return quotations for the Sub-Accounts
listed were as follows:

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

DCI (.75% mortality, expense risk and administrative charge) (1)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                              FUND       1 YEAR          5 YEAR          10-YEAR            SINCE
                                       INCEPTION                                                    INCEPTION OF
                                         DATE                                                           FUND
- -------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>             <C>             <C>             <C>
Hartford Advisers HLS                   3/31/83      9.76%          19.72%          12.79%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS                       8/31/77     -2.75%          6.74%            6.27%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS        4/2/84     36.43%          23.93%          18.51%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS         3/8/94      4.53%          21.01%            N/A             17.99%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS                       5/1/87     19.59%          26.81%          16.33%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford International                   7/2/90     38.81%          14.36%            N/A              9.21%
Opportunities HLS
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS         1/1/85      0.76%          6.65%            5.97%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS                      8/31/77     18.89%          27.38%          16.64%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS               6/30/80      4.11%          4.37%            3.99%              N/A
- -------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced                12/31/88     11.43%          17.00%          10.88%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)  Where the charge for mortality, expense risk and administrative
     undertakings is reduced for a Contract, the above charge will be replaced
     by the actual charge for that Contract.

<PAGE>

                                       10

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

DCI (.90% mortality, expense risk and administrative charge) (1)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                              FUND       1 YEAR          5 YEAR          10-YEAR            SINCE
                                       INCEPTION                                                    INCEPTION OF
                                         DATE                                                           FUND
- -------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>             <C>             <C>             <C>
Hartford Advisers HLS                   3/31/83      9.60%          19.58%          12.72%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS                       8/31/77     -2.89%          6.62%            6.21%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS        4/2/84     36.23%          23.79%          18.44%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS         3/8/94      4.37%          20.87%            N/A             17.83%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS                       5/1/87     19.41%          26.69%          16.28%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford International                   7/2/90     38.60%          14.23%            N/A              9.15%
Opportunities HLS
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS         1/1/85      0.61%          6.54%            5.92%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS                      8/31/77     18.71%          27.24%          16.57%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS               6/30/80      3.96%          4.25%            3.93%              N/A
- -------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced                12/31/88     11.26%          16.87%          10.82%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Where the charge for mortality, expense risk and administrative
     undertakings is reduced for a Contract, the above charge will be replaced
     by the actual charge for that Contract.


<PAGE>

                                       11

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

DCII (l.25% mortality, expense risk and administrative charge) (1)

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                              FUND       1 YEAR          5 YEAR          10-YEAR            SINCE
                                       INCEPTION                                                    INCEPTION OF
                                         DATE                                                           FUND
- -------------------------------------------------------------------------------------------------------------------
<S>                                    <C>          <C>             <C>             <C>             <C>
Hartford Advisers HLS                   3/31/83      9.27%          19.32%          12.60%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS                       8/31/77     -3.23%          6.34%            6.07%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS        4/2/84     35.81%          23.51%          18.30%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS         3/8/94      4.01%          20.55%            N/A             17.61%
- -------------------------------------------------------------------------------------------------------------------
Hartford Index HLS                       5/1/87     19.50%          26.74%          16.30%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford International                   7/2/90     38.12%          13.93%            N/A              9.00%
Opportunities HLS
- -------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS         1/1/85      0.26%          6.25%            5.77%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS                      8/31/77     18.31%          26.92%          16.42%              N/A
- -------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS               6/30/80      3.59%          3.98%            3.80%              N/A
- -------------------------------------------------------------------------------------------------------------------
Calvert Social Balanced                12/31/88     10.88%          16.56%          10.67%              N/A
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  Where the charge for mortality, expense risk and administrative
     undertakings is reduced for a Contract, the above charge will be replaced
     by the actual charge for that Contract.

                             PERFORMANCE COMPARISONS

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


<PAGE>

                                       12

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.

The Composite Index for Hartford Advisers HLS Fund is comprised of the S&P 500
(55%), the Lehman Government/Corporate Bond Index (35%), both mentioned above,
and 90 Day U.S. Treasury Bills (10%).

<PAGE>
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
TO HARTFORD LIFE INSURANCE COMPANY
DC VARIABLE ACCOUNT-I AND TO THE OWNERS OF UNITS OF INTEREST THEREIN:

We have audited the accompanying statements of assets and liabilities of
Hartford Life Insurance Company DC Variable Account-I (Bond Fund, Stock Fund,
Money Market Fund, Advisers Fund, Capital Appreciation Fund, Mortgage Securities
Fund, Index Fund, International Opportunities Fund, Dividend and Growth Fund and
Calvert Social Balanced Portfolio) (collectively, the Account) as of
December 31, 1999, and the related statements of operations and the statements
of changes in net assets for the periods presented. These financial statements
are the responsibility of the Account's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Account as of December 31,
1999, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.

Hartford, Connecticut
February 17, 2000                                            ARTHUR ANDERSEN LLP

- ------------------------------------ SA-1 -------------------------------------
<PAGE>
 DC VARIABLE ACCOUNT-I
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                              MONEY MARKET
                                                BOND FUND      STOCK FUND         FUND
                                               SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                               -----------    ------------    ------------
<S>                                            <C>            <C>             <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
      Shares 35,027,942
      Cost $35,075,750
      Market Value.........................    $34,812,940         --             --
    Hartford Stock HLS Fund, Inc. -
     Class IA
      Shares 90,929,970
      Cost $372,743,476
      Market Value.........................        --         $649,911,779        --
    Hartford Money Market HLS Fund, Inc. -
     Class IA
      Shares 37,464,148
      Cost $37,464,148
      Market Value.........................        --              --         $37,464,148
    Hartford Advisers HLS Fund, Inc. -
     Class IA
      Shares 241,575,706
      Cost $491,569,828
      Market Value.........................        --              --             --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
      Shares 80,058,557
      Cost $268,461,947
      Market Value.........................        --              --             --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
      Shares 16,383,834
      Cost $17,409,616
      Market Value.........................        --              --             --
    Hartford Index HLS Fund, Inc. -
     Class IA
      Shares 45,178,039
      Cost $113,674,627
      Market Value.........................        --              --             --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
      Shares 27,540,897
      Cost $33,916,402
      Market Value.........................        --              --             --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
      Shares 25,067,270
      Cost $40,459,306
      Market Value.........................        --              --             --
    Calvert Social Balanced Portfolio
      Shares 12,019,049
      Cost $21,192,688
      Market Value.........................        --              --             --
  Due from Hartford Life Insurance
   Company.................................        22,065          --             --
  Receivable from fund shares sold.........        --              534,856        188,721
                                               -----------    ------------    -----------
  Total Assets.............................    34,835,005      650,446,635     37,652,869
                                               -----------    ------------    -----------
LIABILITIES:
  Due to Hartford Life Insurance Company...        --              534,821        187,172
  Payable for fund shares purchased........        22,040          --             --
                                               -----------    ------------    -----------
  Total Liabilities........................        22,040          534,821        187,172
                                               -----------    ------------    -----------
  Net Assets (variable annuity contract
   liabilities)............................    $34,812,965    $649,911,814    $37,465,697
                                               ===========    ============    ===========
Deferred annuity contracts in the
 accumulation period:
Group Sub-Accounts:
  Units owned by participants..............     7,196,751       28,665,974     12,051,487
  Unit values*.............................    $ 4.837317     $  22.671890    $  3.108803
</TABLE>

*Unit value amounts represent an average of individual unit values, which differ
within each sub-account.

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

- ------------------------------------ SA-2 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>

                                                                 CAPITAL           MORTGAGE                        INTERNATIONAL
                                            ADVISERS FUND   APPRECIATION FUND   SECURITIES FUND    INDEX FUND    OPPORTUNITIES FUND
                                             SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT       SUB-ACCOUNT
                                            -------------   -----------------   ---------------   ------------   ------------------
<S>                                         <C>             <C>                 <C>               <C>            <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
      Shares 35,027,942
      Cost $35,075,750
      Market Value.........................      --               --                 --                --              --
    Hartford Stock HLS Fund, Inc. -
     Class IA
      Shares 90,929,970
      Cost $372,743,476
      Market Value.........................      --               --                 --                --              --
    Hartford Money Market HLS Fund, Inc. -
     Class IA
      Shares 37,464,148
      Cost $37,464,148
      Market Value.........................      --               --                 --                --              --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
      Shares 241,575,706
      Cost $491,569,828
      Market Value......................... $716,217,371          --                 --                --              --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
      Shares 80,058,557
      Cost $268,461,947
      Market Value.........................      --           $487,987,969           --                --              --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
      Shares 16,383,834
      Cost $17,409,616
      Market Value.........................      --               --              $17,030,864          --              --
    Hartford Index HLS Fund, Inc. -
     Class IA
      Shares 45,178,039
      Cost $113,674,627
      Market Value.........................      --               --                 --           $189,240,864         --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
      Shares 27,540,897
      Cost $33,916,402
      Market Value.........................      --               --                 --                --           $51,664,932
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
      Shares 25,067,270
      Cost $40,459,306
      Market Value.........................      --               --                 --                --              --
    Calvert Social Balanced Portfolio
      Shares 12,019,049
      Cost $21,192,688
      Market Value.........................      --               --                 --                --              --
  Due from Hartford Life Insurance
   Company.................................      --                 42,914           --                --              --
  Receivable from fund shares sold.........      182,514          --                   43,601          317,424          226,380
                                            ------------      ------------        -----------     ------------      -----------
  Total Assets.............................  716,399,885       488,030,883         17,074,465      189,558,288       51,891,312
                                            ------------      ------------        -----------     ------------      -----------
LIABILITIES:
  Due to Hartford Life Insurance Company...      182,403          --                   43,965          317,414          226,468
  Payable for fund shares purchased........      --                 42,785           --                --              --
                                            ------------      ------------        -----------     ------------      -----------
  Total Liabilities........................      182,403            42,785             43,965          317,414          226,468
                                            ------------      ------------        -----------     ------------      -----------
  Net Assets (variable annuity contract
   liabilities)............................ $716,217,482      $487,988,098        $17,030,500     $189,240,874      $51,664,844
                                            ============      ============        ===========     ============      ===========
Deferred annuity contracts in the
 accumulation period:
Group Sub-Accounts:
  Units owned by participants..............  101,429,660        39,291,550          6,077,622       62,940,685       22,410,406
  Unit values*............................. $   7.061223      $  12.419670        $  2.802165     $   3.006654      $  2.305395

<CAPTION>
                                                                CALVERT
                                             DIVIDEND AND   SOCIAL BALANCED
                                             GROWTH FUND       PORTFOLIO
                                             SUB-ACCOUNT      SUB-ACCOUNT
                                             ------------   ---------------
<S>                                          <C>            <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
      Shares 35,027,942
      Cost $35,075,750
      Market Value.........................      --              --
    Hartford Stock HLS Fund, Inc. -
     Class IA
      Shares 90,929,970
      Cost $372,743,476
      Market Value.........................      --              --
    Hartford Money Market HLS Fund, Inc. -
     Class IA
      Shares 37,464,148
      Cost $37,464,148
      Market Value.........................      --              --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
      Shares 241,575,706
      Cost $491,569,828
      Market Value.........................      --              --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
      Shares 80,058,557
      Cost $268,461,947
      Market Value.........................      --              --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
      Shares 16,383,834
      Cost $17,409,616
      Market Value.........................      --              --
    Hartford Index HLS Fund, Inc. -
     Class IA
      Shares 45,178,039
      Cost $113,674,627
      Market Value.........................      --              --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
      Shares 27,540,897
      Cost $33,916,402
      Market Value.........................      --              --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
      Shares 25,067,270
      Cost $40,459,306
      Market Value.........................  $53,865,252         --
    Calvert Social Balanced Portfolio
      Shares 12,019,049
      Cost $21,192,688
      Market Value.........................      --           $26,069,318
  Due from Hartford Life Insurance
   Company.................................      --                 5,206
  Receivable from fund shares sold.........       20,267         --
                                             -----------      -----------
  Total Assets.............................   53,885,519       26,074,524
                                             -----------      -----------
LIABILITIES:
  Due to Hartford Life Insurance Company...       20,249         --
  Payable for fund shares purchased........      --                   725
                                             -----------      -----------
  Total Liabilities........................       20,249              725
                                             -----------      -----------
  Net Assets (variable annuity contract
   liabilities)............................  $53,865,270      $26,073,799
                                             ===========      ===========
Deferred annuity contracts in the
 accumulation period:
Group Sub-Accounts:
  Units owned by participants..............   22,926,762        7,926,762
  Unit values*.............................  $  2.349450      $  3.290904
</TABLE>


- ------------------------------------ SA-3 -------------------------------------
<PAGE>
 DC VARIABLE ACCOUNT-I
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                            MONEY MARKET
                                             BOND FUND      STOCK FUND          FUND
                                            SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                                            -----------    -------------    ------------
<S>                                         <C>            <C>              <C>
INVESTMENT INCOME:
  Dividends.............................    $ 1,926,845    $   4,509,588     $1,753,408
EXPENSES:
  Mortality and expense undertakings....       (323,664)      (5,581,356)      (290,855)
                                            -----------    -------------     ----------
    Net investment income (loss)........      1,603,181       (1,071,768)     1,462,553
                                            -----------    -------------     ----------
CAPITAL GAINS INCOME....................        308,039       63,567,855            974
                                            -----------    -------------     ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain on security
   transactions.........................        446,938      194,109,792        --
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................     (3,554,082)    (126,167,137)       --
                                            -----------    -------------     ----------
    Net (loss) gain on investments......     (3,107,144)      67,942,655        --
                                            -----------    -------------     ----------
    Net (decrease) increase in net
     assets resulting from operations...    $(1,195,924)   $ 130,438,742     $1,463,527
                                            ===========    =============     ==========
</TABLE>

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

- ------------------------------------ SA-4 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>

                                                              CAPITAL           MORTGAGE                       INTERNATIONAL
                                         ADVISERS FUND   APPRECIATION FUND   SECURITIES FUND   INDEX FUND    OPPORTUNITIES FUND
                                          SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
                                         -------------   -----------------   ---------------   -----------   ------------------
<S>                                      <C>             <C>                 <C>               <C>           <C>
INVESTMENT INCOME:
  Dividends............................. $  15,085,324     $  1,474,954        $   952,816     $ 1,831,409      $   499,816
EXPENSES:
  Mortality and expense undertakings....    (5,969,355)      (3,539,967)          (153,921)     (1,436,655)        (354,285)
                                         -------------     ------------        -----------     -----------      -----------
    Net investment income (loss)........     9,115,969       (2,065,013)           798,895         394,754          145,531
                                         -------------     ------------        -----------     -----------      -----------
CAPITAL GAINS INCOME....................    66,035,988       28,364,366           --             2,884,801         --
                                         -------------     ------------        -----------     -----------      -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain on security
   transactions.........................   109,707,712       75,300,296            353,908      29,025,940        3,154,826
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................  (110,915,510)      43,096,428         (1,009,631)      1,691,276       12,059,980
                                         -------------     ------------        -----------     -----------      -----------
    Net (loss) gain on investments......    (1,207,798)     118,396,724           (655,723)     30,717,216       15,214,806
                                         -------------     ------------        -----------     -----------      -----------
    Net (decrease) increase in net
     assets resulting from operations... $  73,944,159     $144,696,077        $   143,172     $33,996,771      $15,360,337
                                         =============     ============        ===========     ===========      ===========

<CAPTION>
                                                             CALVERT
                                          DIVIDEND AND   SOCIAL BALANCED
                                          GROWTH FUND       PORTFOLIO
                                          SUB-ACCOUNT      SUB-ACCOUNT
                                          ------------   ---------------
<S>                                       <C>            <C>
INVESTMENT INCOME:
  Dividends.............................  $    882,872     $   562,563
EXPENSES:
  Mortality and expense undertakings....      (494,414)       (203,569)
                                          ------------     -----------
    Net investment income (loss)........       388,458         358,994
                                          ------------     -----------
CAPITAL GAINS INCOME....................     2,571,967       1,927,344
                                          ------------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain on security
   transactions.........................     9,975,175       2,311,717
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................   (10,078,741)     (1,644,189)
                                          ------------     -----------
    Net (loss) gain on investments......      (103,566)        667,528
                                          ------------     -----------
    Net (decrease) increase in net
     assets resulting from operations...  $  2,856,859     $ 2,953,866
                                          ============     ===========
</TABLE>

- ------------------------------------ SA-5 -------------------------------------
<PAGE>
 DC VARIABLE ACCOUNT-I
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                  MONEY MARKET
                                                  BOND FUND       STOCK FUND          FUND
                                                 SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                                                 ------------    -------------    ------------
<S>                                              <C>             <C>              <C>
OPERATIONS:
  Net investment income (loss)...............    $  1,603,181    $  (1,071,768)   $  1,462,553
  Capital gains income.......................         308,039       63,567,855             974
  Net realized gain on security
   transactions..............................         446,938      194,109,792         --
  Net unrealized (depreciation) appreciation
   of investments during the period..........      (3,554,082)    (126,167,137)        --
                                                 ------------    -------------    ------------
  Net (decrease) increase in net assets
   resulting from operations.................      (1,195,924)     130,438,742       1,463,527
                                                 ------------    -------------    ------------
UNIT TRANSACTIONS:
  Purchases..................................       3,207,870       57,188,543       2,777,236
  Net transfers..............................      (7,476,531)     (82,392,780)      3,061,293
  Surrenders for benefit payments and fees...     (13,250,066)    (307,416,804)    (10,239,180)
                                                 ------------    -------------    ------------
  Net (decrease) in net assets resulting from
   unit transactions.........................     (17,518,727)    (332,621,041)     (4,400,651)
                                                 ------------    -------------    ------------
  Net (decrease) in net assets...............     (18,714,651)    (202,182,299)     (2,937,124)
NET ASSETS:
  Beginning of period........................      53,527,616      852,094,113      40,402,821
                                                 ------------    -------------    ------------
  End of period..............................    $ 34,812,965    $ 649,911,814    $ 37,465,697
                                                 ============    =============    ============
</TABLE>

HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                                MONEY MARKET
                                                  BOND FUND      STOCK FUND         FUND
                                                 SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                                 -----------    ------------    ------------
<S>                                              <C>            <C>             <C>
OPERATIONS:
  Net investment income (loss)...............    $ 2,183,191    $    499,834    $ 1,519,662
  Capital gains income.......................        --           23,069,120        --
  Net realized gain (loss) on security
   transactions..............................          2,433         714,355        --
  Net unrealized appreciation (depreciation)
   of investments during the period..........        972,564     183,443,598        --
                                                 -----------    ------------    -----------
  Net increase in net assets resulting from
   operations................................      3,158,188     207,726,907      1,519,662
                                                 -----------    ------------    -----------
UNIT TRANSACTIONS:
  Purchases..................................      3,667,032      52,577,965      3,344,933
  Net transfers..............................      7,703,221     (30,615,196)     5,386,082
  Surrenders for benefit payments and fees...     (1,938,648)    (19,829,778)    (1,911,188)
                                                 -----------    ------------    -----------
  Net increase (decrease) in net assets
   resulting from unit transactions..........      9,431,605       2,132,991      6,819,827
                                                 -----------    ------------    -----------
  Net increase (decrease) in net assets......     12,589,793     209,859,898      8,339,489
NET ASSETS:
  Beginning of period........................     40,937,823     642,234,215     32,063,332
                                                 -----------    ------------    -----------
  End of period..............................    $53,527,616    $852,094,113    $40,402,821
                                                 ===========    ============    ===========
</TABLE>

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

- ------------------------------------ SA-6 -------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                                                   CAPITAL           MORTGAGE
                                              ADVISERS FUND   APPRECIATION FUND   SECURITIES FUND    INDEX FUND
                                               SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT
                                              -------------   -----------------   ---------------   ------------
<S>                                           <C>             <C>                 <C>               <C>
OPERATIONS:
  Net investment income (loss)............... $   9,115,969     $  (2,065,013)      $   798,895     $    394,754
  Capital gains income.......................    66,035,988        28,364,366          --              2,884,801
  Net realized gain on security
   transactions..............................   109,707,712        75,300,296           353,908       29,025,940
  Net unrealized (depreciation) appreciation
   of investments during the period..........  (110,915,510)       43,096,428        (1,009,631)       1,691,276
                                              -------------     -------------       -----------     ------------
  Net (decrease) increase in net assets
   resulting from operations.................    73,944,159       144,696,077           143,172       33,996,771
                                              -------------     -------------       -----------     ------------
UNIT TRANSACTIONS:
  Purchases..................................    60,209,515        38,405,063         1,337,928       25,883,222
  Net transfers..............................   (79,780,932)      (72,296,647)       (2,595,863)     (11,869,735)
  Surrenders for benefit payments and fees...  (243,193,118)     (136,718,724)       (6,751,436)     (53,518,791)
                                              -------------     -------------       -----------     ------------
  Net (decrease) in net assets resulting from
   unit transactions.........................  (262,764,535)     (170,610,308)       (8,009,371)     (39,505,304)
                                              -------------     -------------       -----------     ------------
  Net (decrease) in net assets...............  (188,820,376)      (25,914,231)       (7,866,199)      (5,508,533)
NET ASSETS:
  Beginning of period........................   905,037,858       513,902,329        24,896,699      194,749,407
                                              -------------     -------------       -----------     ------------
  End of period.............................. $ 716,217,482     $ 487,988,098       $17,030,500     $189,240,874
                                              =============     =============       ===========     ============

<CAPTION>
                                                 INTERNATIONAL      DIVIDEND AND     CALVERT SOCIAL
                                               OPPORTUNITIES FUND   GROWTH FUND    BALANCED PORTFOLIO
                                                  SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
                                               ------------------   ------------   ------------------
<S>                                            <C>                  <C>            <C>
OPERATIONS:
  Net investment income (loss)...............     $    145,531      $    388,458       $   358,994
  Capital gains income.......................        --                2,571,967         1,927,344
  Net realized gain on security
   transactions..............................        3,154,826         9,975,175         2,311,717
  Net unrealized (depreciation) appreciation
   of investments during the period..........       12,059,980       (10,078,741)       (1,644,189)
                                                  ------------      ------------       -----------
  Net (decrease) increase in net assets
   resulting from operations.................       15,360,337         2,856,859         2,953,866
                                                  ------------      ------------       -----------
UNIT TRANSACTIONS:
  Purchases..................................        6,465,977        13,489,504         2,662,375
  Net transfers..............................       (8,846,795)      (25,227,178)       (3,375,593)
  Surrenders for benefit payments and fees...      (15,181,367)      (18,620,723)       (8,906,608)
                                                  ------------      ------------       -----------
  Net (decrease) in net assets resulting from
   unit transactions.........................      (17,562,185)      (30,358,397)       (9,619,826)
                                                  ------------      ------------       -----------
  Net (decrease) in net assets...............       (2,201,848)      (27,501,538)       (6,665,960)
NET ASSETS:
  Beginning of period........................       53,866,692        81,366,808        32,739,759
                                                  ------------      ------------       -----------
  End of period..............................     $ 51,664,844      $ 53,865,270       $26,073,799
                                                  ============      ============       ===========
</TABLE>
<TABLE>
<CAPTION>
                                                                   CAPITAL           MORTGAGE
                                              ADVISERS FUND   APPRECIATION FUND   SECURITIES FUND    INDEX FUND
                                               SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT     SUB-ACCOUNT
                                              -------------   -----------------   ---------------   ------------
<S>                                           <C>             <C>                 <C>               <C>
OPERATIONS:
  Net investment income (loss)............... $ 11,397,583      $ (1,312,459)       $ 1,363,211     $    264,966
  Capital gains income.......................   25,313,632        32,040,202           --              3,422,388
  Net realized gain (loss) on security
   transactions..............................    6,494,130         1,681,913             39,785          (58,579)
  Net unrealized appreciation (depreciation)
   of investments during the period..........  128,375,353        35,834,365            (24,289)      35,353,337
                                              ------------      ------------        -----------     ------------
  Net increase in net assets resulting from
   operations................................  171,580,698        68,244,021          1,378,707       38,982,112
                                              ------------      ------------        -----------     ------------
UNIT TRANSACTIONS:
  Purchases..................................   63,792,632        57,410,119          1,815,173       21,746,631
  Net transfers..............................  (25,294,322)      (97,300,197)        (1,687,207)       9,830,133
  Surrenders for benefit payments and fees...  (22,848,470)      (12,289,854)          (801,083)      (5,052,574)
                                              ------------      ------------        -----------     ------------
  Net increase (decrease) in net assets
   resulting from unit transactions..........   15,649,840       (52,179,932)          (673,117)      26,524,190
                                              ------------      ------------        -----------     ------------
  Net increase (decrease) in net assets......  187,230,538        16,064,089            705,590       65,506,302
NET ASSETS:
  Beginning of period........................  717,807,320       497,838,240         24,191,109      129,243,105
                                              ------------      ------------        -----------     ------------
  End of period.............................. $905,037,858      $513,902,329        $24,896,699     $194,749,407
                                              ============      ============        ===========     ============

<CAPTION>
                                                 INTERNATIONAL      DIVIDEND AND     CALVERT SOCIAL
                                               OPPORTUNITIES FUND   GROWTH FUND    BALANCED PORTFOLIO
                                                  SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
                                               ------------------   ------------   ------------------
<S>                                            <C>                  <C>            <C>
OPERATIONS:
  Net investment income (loss)...............     $    262,775      $    660,494       $   490,049
  Capital gains income.......................        3,515,336         2,779,678         1,638,236
  Net realized gain (loss) on security
   transactions..............................          707,165           426,383            48,836
  Net unrealized appreciation (depreciation)
   of investments during the period..........        2,062,833         7,655,244         2,144,124
                                                  ------------      ------------       -----------
  Net increase in net assets resulting from
   operations................................        6,548,109        11,521,799         4,321,245
                                                  ------------      ------------       -----------
UNIT TRANSACTIONS:
  Purchases..................................        8,614,699        14,599,476         3,592,019
  Net transfers..............................      (16,662,048)      (15,975,390)       (2,100,831)
  Surrenders for benefit payments and fees...       (1,450,359)       (2,142,352)         (738,890)
                                                  ------------      ------------       -----------
  Net increase (decrease) in net assets
   resulting from unit transactions..........       (9,497,708)       (3,518,266)          752,298
                                                  ------------      ------------       -----------
  Net increase (decrease) in net assets......       (2,949,599)        8,003,533         5,073,543
NET ASSETS:
  Beginning of period........................       56,816,291        73,363,275        27,666,216
                                                  ------------      ------------       -----------
  End of period..............................     $ 53,866,692      $ 81,366,808       $32,739,759
                                                  ============      ============       ===========
</TABLE>

- ------------------------------------ SA-7 -------------------------------------
<PAGE>
 DC VARIABLE ACCOUNT-I
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

 1.  ORGANIZATION:

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

 2.  SIGNIFICANT ACCOUNTING POLICIES:

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

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

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

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

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

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

 3.  DEDUCTIONS AND CHARGES:

    Certain amounts are deducted from the contracts, as described below:

   a)  MORTALITY AND EXPENSE RISK CHARGES--The Company will make deductions at a
       maximum annual rate of 1.25% of the contract's value for the mortality
       and expense risks which the Company undertakes.

   b)  TAX EXPENSE CHARGE--If applicable, the Company will make deductions at a
       maximum rate of 3.5% of the contract's value to meet premium tax
       requirements. An additional tax charge based on a percentage of the
       contract's value may be assessed to partial withdrawals or surrenders.
       These expenses are included in surrenders for benefit payments and fees
       on the accompanying statements of changes in net assets.

   c)  ANNUAL MAINTENANCE FEE--An annual maintenance fee up to $18 may be
       deducted from the contract's value each contract year. These expenses are
       included in surrenders for benefit payments and fees on the accompanying
       statements of changes in net assets.

- ------------------------------------ SA-8 -------------------------------------
<PAGE>
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------------------------------
TO HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO AND TO THE OWNERS OF UNITS OF INTEREST THEREIN:

We have audited the accompanying statements of assets and liabilities of
Hartford Life Insurance Company Separate Account Two (Bond Fund, Stock Fund,
Money Market Fund, Advisers Fund, Capital Appreciation Fund, Mortgage Securities
Fund, Index Fund, International Opportunities Fund, Dividend and Growth Fund,
Calvert Social Balanced Portfolio, American Century VP Advantage Fund, American
Century VP Capital Appreciation Fund, Fidelity VIP Overseas Fund, Fidelity VIP
II Asset Manager Fund, Fidelity VIP II Contrafund Fund and Fidelity VIP Growth
Fund) (collectively, the Account) as of December 31, 1999, and the related
statements of operations and the statements of changes in net assets for the
periods presented. These financial statements are the responsibility of the
Account's management. Our responsibility is to express an opinion on these
financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Account as of December 31,
1999, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.

Hartford, Connecticut
February 17, 2000                                            ARTHUR ANDERSEN LLP

___________________________________ SA-1 ______________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                               BOND           STOCK        MONEY MARKET
                                               FUND            FUND            FUND
                                            SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                            -----------    ------------    ------------
<S>                                         <C>            <C>             <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
      Shares 15,155,028
      Cost $15,395,587
      Market Value......................    $15,062,007         --             --
    Hartford Stock HLS Fund, Inc. -
     Class IA
      Shares 33,945,549
      Cost $93,349,265
      Market Value......................        --         $242,622,010        --
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 6,566,019
      Cost $6,566,019
      Market Value......................        --              --          $6,566,019
    Hartford Advisers HLS Fund, Inc. -
     Class IA
      Shares 34,221,708
      Cost $65,147,307
      Market Value......................        --              --             --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
      Shares 24,732,727
      Cost $80,938,460
      Market Value......................        --              --             --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
      Shares 3,231,289
      Cost $3,417,582
      Market Value......................        --              --             --
    Hartford Index HLS Fund, Inc. -
     Class IA
      Shares 13,851,001
      Cost $34,212,808
      Market Value......................        --              --             --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
      Shares 7,985,421
      Cost $9,989,610
      Market Value......................        --              --             --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
      Shares 10,749,812
      Cost $18,435,960
      Market Value......................        --              --             --
    Calvert Social Balanced Portfolio
      Shares 2,290,301
      Cost $4,101,434
      Market Value......................        --              --             --
  Due from Hartford Life Insurance
   Company..............................           734           61,407          7,262
  Receivable from fund shares sold......        --              --             --
                                            -----------    ------------     ----------
  Total Assets..........................    15,062,741      242,683,417      6,573,281
                                            -----------    ------------     ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................        --              --             --
  Payable for fund shares purchased.....           735           61,426          6,966
                                            -----------    ------------     ----------
  Total Liabilities.....................           735           61,426          6,966
                                            -----------    ------------     ----------
  Net Assets (variable annuity contract
   liabilities).........................    $15,062,006    $242,621,991     $6,566,315
                                            ===========    ============     ==========
Deferred annuity contracts in the
 accumulation period:
Group Sub-Accounts:
  Units owned by participants...........     3,140,832       11,207,213      2,145,214
  Unit values*..........................    $ 4.795562     $  21.648735     $ 3.060914
</TABLE>

*Unit value amounts represent an average of individual unit values, which differ
within each sub-account.

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

___________________________________ SA-2 ______________________________________

<PAGE>
<TABLE>
<CAPTION>
                                                          CAPITAL       MORTGAGE                   INTERNATIONAL    DIVIDEND
                                           ADVISERS     APPRECIATION   SECURITIES       INDEX      OPPORTUNITIES   AND GROWTH
                                             FUND           FUND          FUND          FUND           FUND           FUND
                                         SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                         ------------   ------------   -----------   -----------   -------------   -----------
<S>                                      <C>            <C>            <C>           <C>           <C>             <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
      Shares 15,155,028
      Cost $15,395,587
      Market Value......................      --            --             --            --             --             --
    Hartford Stock HLS Fund, Inc. -
     Class IA
      Shares 33,945,549
      Cost $93,349,265
      Market Value......................      --            --             --            --             --             --
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 6,566,019
      Cost $6,566,019
      Market Value......................      --            --             --            --             --             --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
      Shares 34,221,708
      Cost $65,147,307
      Market Value...................... $101,459,629       --             --            --             --             --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
      Shares 24,732,727
      Cost $80,938,460
      Market Value......................      --        $150,755,566       --            --             --             --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
      Shares 3,231,289
      Cost $3,417,582
      Market Value......................      --            --         $3,358,899        --             --             --
    Hartford Index HLS Fund, Inc. -
     Class IA
      Shares 13,851,001
      Cost $34,212,808
      Market Value......................      --            --             --        $58,018,795        --             --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
      Shares 7,985,421
      Cost $9,989,610
      Market Value......................      --            --             --            --         $14,980,130        --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
      Shares 10,749,812
      Cost $18,435,960
      Market Value......................      --            --             --            --             --         $23,099,497
    Calvert Social Balanced Portfolio
      Shares 2,290,301
      Cost $4,101,434
      Market Value......................      --            --             --            --             --             --
  Due from Hartford Life Insurance
   Company..............................       98,692        11,901         2,379        36,427         194,453         6,604
  Receivable from fund shares sold......      --            --             --            --             --             --
                                         ------------   ------------   ----------    -----------    -----------    -----------
  Total Assets..........................  101,558,321   150,767,467     3,361,278    58,055,222      15,174,583    23,106,101
                                         ------------   ------------   ----------    -----------    -----------    -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................      --            --             --            --             --             --
  Payable for fund shares purchased.....       98,690        11,938         2,410        38,456         194,438         6,576
                                         ------------   ------------   ----------    -----------    -----------    -----------
  Total Liabilities.....................       98,690        11,938         2,410        38,456         194,438         6,576
                                         ------------   ------------   ----------    -----------    -----------    -----------
  Net Assets (variable annuity contract
   liabilities)......................... $101,459,631   $150,755,529   $3,358,868    $58,016,766    $14,980,145    $23,099,525
                                         ============   ============   ==========    ===========    ===========    ===========
Deferred annuity contracts in the
 accumulation period:
Group Sub-Accounts:
  Units owned by participants...........   14,450,344    12,158,882     1,199,939    10,126,403       6,548,367     9,982,636
  Unit values*.......................... $   7.021261   $ 12.388609    $ 2.799198    $ 5.729257     $  2.287616    $ 2.313970

<CAPTION>
                                              CALVERT
                                          SOCIAL BALANCED
                                             PORTFOLIO
                                            SUB-ACCOUNT
                                          ---------------
<S>                                       <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
      Shares 15,155,028
      Cost $15,395,587
      Market Value......................       --
    Hartford Stock HLS Fund, Inc. -
     Class IA
      Shares 33,945,549
      Cost $93,349,265
      Market Value......................       --
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 6,566,019
      Cost $6,566,019
      Market Value......................       --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
      Shares 34,221,708
      Cost $65,147,307
      Market Value......................       --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
      Shares 24,732,727
      Cost $80,938,460
      Market Value......................       --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
      Shares 3,231,289
      Cost $3,417,582
      Market Value......................       --
    Hartford Index HLS Fund, Inc. -
     Class IA
      Shares 13,851,001
      Cost $34,212,808
      Market Value......................       --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
      Shares 7,985,421
      Cost $9,989,610
      Market Value......................       --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
      Shares 10,749,812
      Cost $18,435,960
      Market Value......................       --
    Calvert Social Balanced Portfolio
      Shares 2,290,301
      Cost $4,101,434
      Market Value......................    $4,967,663
  Due from Hartford Life Insurance
   Company..............................         1,204
  Receivable from fund shares sold......       --
                                            ----------
  Total Assets..........................     4,968,867
                                            ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................       --
  Payable for fund shares purchased.....           564
                                            ----------
  Total Liabilities.....................           564
                                            ----------
  Net Assets (variable annuity contract
   liabilities).........................    $4,968,303
                                            ==========
Deferred annuity contracts in the
 accumulation period:
Group Sub-Accounts:
  Units owned by participants...........     1,627,793
  Unit values*..........................    $ 3.052171
</TABLE>

___________________________________ SA-3 ______________________________________

<PAGE>
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                  AMERICAN
                                                 CENTURY VP
                                            CAPITAL APPRECIATION
                                                    FUND
                                                SUB-ACCOUNT
                                            --------------------
<S>                                         <C>
ASSETS:
  Investments:
    American Century VP Capital
     Appreciation Fund, Inc.
      Shares 139,934
      Cost $1,575,748
      Market Value......................         $2,076,616
    Fidelity VIP Overseas Fund, Inc.
      Shares 153,914
      Cost $2,912,903
      Market Value......................          --
    Fidelity VIP II Asset Manager
     Fund, Inc.
      Shares 288,915
      Cost $4,713,414
      Market Value......................          --
    Fidelity VIP II Contrafund
     Fund, Inc.
      Shares 830,829
      Cost $14,496,214
      Market Value......................          --
    Fidelity VIP Growth Fund, Inc.
      Shares 585,635
      Cost $21,025,317
      Market Value......................          --
  Due from Hartford Life Insurance
   Company..............................              1,081
  Receivable from fund shares sold......          --
                                                 ----------
  Total Assets..........................          2,077,697
                                                 ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................          --
  Payable for fund shares purchased.....              1,074
                                                 ----------
  Total Liabilities.....................              1,074
                                                 ----------
  Net Assets (variable annuity contract
   liabilities).........................         $2,076,623
                                                 ==========
Deferred annuity contracts in the
 accumulation period:
Group Sub-Accounts:
  Units owned by participants...........          1,355,363
  Unit values*..........................         $ 1.532151
</TABLE>

*Unit value amounts represent an average of individual unit values, which differ
within each sub-account.

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

___________________________________ SA-4 ______________________________________

<PAGE>

<TABLE>
<CAPTION>
                                          FIDELITY       FIDELITY       FIDELITY      FIDELITY
                                             VIP          VIP II         VIP II          VIP
                                          OVERSEAS     ASSET MANAGER   CONTRAFUND      GROWTH
                                            FUND           FUND           FUND          FUND
                                         SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
                                         -----------   -------------   -----------   -----------
<S>                                      <C>           <C>             <C>           <C>
ASSETS:
  Investments:
    American Century VP Capital
     Appreciation Fund, Inc.
      Shares 139,934
      Cost $1,575,748
      Market Value......................     --            --              --            --
    Fidelity VIP Overseas Fund, Inc.
      Shares 153,914
      Cost $2,912,903
      Market Value...................... $4,223,395        --              --            --
    Fidelity VIP II Asset Manager
     Fund, Inc.
      Shares 288,915
      Cost $4,713,414
      Market Value......................     --         $5,394,049         --            --
    Fidelity VIP II Contrafund
     Fund, Inc.
      Shares 830,829
      Cost $14,496,214
      Market Value......................     --            --          $24,218,673       --
    Fidelity VIP Growth Fund, Inc.
      Shares 585,635
      Cost $21,025,317
      Market Value......................     --            --              --        $32,168,933
  Due from Hartford Life Insurance
   Company..............................      2,418          1,694          8,310         17,140
  Receivable from fund shares sold......     --            --              --            --
                                         ----------     ----------     -----------   -----------
  Total Assets..........................  4,225,813      5,395,743     24,226,983     32,186,073
                                         ----------     ----------     -----------   -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................     --            --              --            --
  Payable for fund shares purchased.....      2,466          1,250          8,330         17,144
                                         ----------     ----------     -----------   -----------
  Total Liabilities.....................      2,466          1,250          8,330         17,144
                                         ----------     ----------     -----------   -----------
  Net Assets (variable annuity contract
   liabilities)......................... $4,223,347     $5,394,493     $24,218,653   $32,168,929
                                         ==========     ==========     ===========   ===========
Deferred annuity contracts in the
 accumulation period:
Group Sub-Accounts:
  Units owned by participants...........  2,120,519      2,951,785      9,524,933     11,602,886
  Unit values*.......................... $ 1.991553     $ 1.827536     $ 2.542659    $  2.772494
</TABLE>


___________________________________ SA-5 ______________________________________

<PAGE>
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                BOND           STOCK       MONEY MARKET
                                FUND           FUND            FUND
                             SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                             -----------    -----------    ------------
<S>                          <C>            <C>            <C>
INVESTMENT INCOME:
  Dividends..............    $   829,146    $ 1,666,475      $303,879
EXPENSES:
  Mortality and expense
   undertakings..........       (169,945)    (2,300,122)      (68,630)
                             -----------    -----------      --------
    Net investment income
     (loss)..............        659,201       (633,647)      235,249
                             -----------    -----------      --------
CAPITAL GAINS INCOME.....        114,981     18,026,889           161
                             -----------    -----------      --------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized (loss)
   gain on security
   transactions..........        (19,976)     2,484,575        --
  Net unrealized
   (depreciation)
   appreciation of
   investments during the
   period................     (1,257,359)    18,838,148        --
                             -----------    -----------      --------
    Net (loss) gain on
     investments.........     (1,277,335)    21,322,723        --
                             -----------    -----------      --------
    Net (decrease)
     increase in net
     assets resulting
     from operations.....    $  (503,153)   $38,715,965      $235,410
                             ===========    ===========      ========
</TABLE>

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

___________________________________ SA-6 ______________________________________


<PAGE>

<TABLE>
<CAPTION>
                                          CAPITAL       MORTGAGE                   INTERNATIONAL    DIVIDEND
                           ADVISERS     APPRECIATION   SECURITIES       INDEX      OPPORTUNITIES   AND GROWTH      CALVERT SOCIAL
                             FUND           FUND          FUND          FUND           FUND           FUND       BALANCED PORTFOLIO
                          SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT
                          -----------   ------------   -----------   -----------   -------------   -----------   ------------------
<S>                       <C>           <C>            <C>           <C>           <C>             <C>           <C>
INVESTMENT INCOME:
  Dividends.............. $ 2,124,562   $   453,558     $ 187,585    $  543,832     $  138,993      $ 371,026         $107,208
EXPENSES:
  Mortality and expense
   undertakings..........  (1,019,523)   (1,238,342)      (37,929)     (379,540)      (121,371)      (265,879)         (56,336)
                          -----------   -----------     ---------    ----------     ----------      ---------         --------
    Net investment income
     (loss)..............   1,105,039      (784,784)      149,656       164,292         17,622        105,147           50,872
                          -----------   -----------     ---------    ----------     ----------      ---------         --------
CAPITAL GAINS INCOME.....   7,575,377     7,303,697        --           756,329        --             871,549          367,294
                          -----------   -----------     ---------    ----------     ----------      ---------         --------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized (loss)
   gain on security
   transactions..........      32,508       384,490           209        55,113         71,485         56,924           14,784
  Net unrealized
   (depreciation)
   appreciation of
   investments during the
   period................       8,461    33,047,538      (137,396)    8,186,922      3,936,105       (108,988)          60,504
                          -----------   -----------     ---------    ----------     ----------      ---------         --------
    Net (loss) gain on
     investments.........      40,969    33,432,028      (137,187)    8,242,035      4,007,590        (52,064)          75,288
                          -----------   -----------     ---------    ----------     ----------      ---------         --------
    Net (decrease)
     increase in net
     assets resulting
     from operations..... $ 8,721,385   $39,950,941     $  12,469    $9,162,656     $4,025,212      $ 924,632         $493,454
                          ===========   ===========     =========    ==========     ==========      =========         ========
</TABLE>

___________________________________ SA-7 ______________________________________


<PAGE>
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                              AMERICAN
                              AMERICAN       CENTURY VP
                             CENTURY VP       CAPITAL
                              ADVANTAGE     APPRECIATION
                                FUND            FUND
                             SUB-ACCOUNT    SUB-ACCOUNT
                             -----------    ------------
<S>                          <C>            <C>
INVESTMENT INCOME:
  Dividends..............     $ 10,047        $ --
EXPENSES:
  Mortality and expense
   undertakings..........       (3,958)        (16,810)
                              --------        --------
    Net investment income
     (loss)..............        6,089         (16,810)
                              --------        --------
CAPITAL GAINS INCOME.....       23,850          --
                              --------        --------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain on
   security
   transactions..........       38,985           3,131
  Net unrealized
   (depreciation)
   appreciation of
   investments during the
   period................      (33,239)        784,514
                              --------        --------
    Net gain on
     investments.........        5,746         787,645
                              --------        --------
    Net increase in net
     assets resulting
     from operations.....     $ 35,685        $770,835
                              ========        ========
</TABLE>

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

___________________________________ SA-8 ______________________________________

<PAGE>

<TABLE>
<CAPTION>
                           FIDELITY       FIDELITY       FIDELITY      FIDELITY
                              VIP          VIP II         VIP II          VIP
                           OVERSEAS     ASSET MANAGER   CONTRAFUND      GROWTH
                             FUND           FUND           FUND          FUND
                          SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
                          -----------   -------------   -----------   -----------
<S>                       <C>           <C>             <C>           <C>
INVESTMENT INCOME:
  Dividends.............. $   38,923      $156,695      $   89,227    $   34,374
EXPENSES:
  Mortality and expense
   undertakings..........    (35,894)      (61,474)       (248,651)     (295,423)
                          ----------      --------      ----------    ----------
    Net investment income
     (loss)..............      3,029        95,221        (159,424)     (261,049)
                          ----------      --------      ----------    ----------
CAPITAL GAINS INCOME.....     62,779       198,480         654,328     2,161,295
                          ----------      --------      ----------    ----------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain on
   security
   transactions..........     10,866         4,859          31,812        10,578
  Net unrealized
   (depreciation)
   appreciation of
   investments during the
   period................  1,091,582       177,917       3,847,668     5,999,319
                          ----------      --------      ----------    ----------
    Net gain on
     investments.........  1,102,448       182,776       3,879,480     6,009,897
                          ----------      --------      ----------    ----------
    Net increase in net
     assets resulting
     from operations..... $1,168,256      $476,477      $4,374,384    $7,910,143
                          ==========      ========      ==========    ==========
</TABLE>

___________________________________ SA-9 ______________________________________

<PAGE>
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                               BOND           STOCK        MONEY MARKET
                                               FUND            FUND            FUND
                                            SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                            -----------    ------------    ------------
<S>                                         <C>            <C>             <C>
OPERATIONS:
  Net investment income (loss)..........    $   659,201    $   (633,647)    $  235,249
  Capital gains income..................        114,981      18,026,889            161
  Net realized (loss) gain on security
   transactions.........................        (19,976)      2,484,575        --
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................     (1,257,359)     18,838,148        --
                                            -----------    ------------     ----------
  Net (decrease) increase in net assets
   resulting from operations............       (503,153)     38,715,965        235,410
                                            -----------    ------------     ----------
UNIT TRANSACTIONS:
  Purchases.............................        877,749       7,131,167        523,946
  Net transfers.........................       (881,035)      1,039,770       (237,078)
  Surrenders for benefit payments and
   fees.................................     (1,214,915)    (14,377,881)      (535,282)
  Net annuity transactions..............       (154,673)     (1,808,549)        58,994
                                            -----------    ------------     ----------
  Net (decrease) increase in net assets
   resulting from unit transactions.....     (1,372,874)     (8,015,493)      (189,420)
                                            -----------    ------------     ----------
  Net (decrease) increase in net
   assets...............................     (1,876,027)     30,700,472         45,990
NET ASSETS:
  Beginning of period...................     16,938,033     211,921,519      6,520,325
                                            -----------    ------------     ----------
  End of period.........................    $15,062,006    $242,621,991     $6,566,315
                                            ===========    ============     ==========
</TABLE>

HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                               BOND           STOCK        MONEY MARKET
                                               FUND            FUND            FUND
                                            SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                            -----------    ------------    ------------
<S>                                         <C>            <C>             <C>
OPERATIONS:
  Net investment income (loss)..........    $   643,021    $   (320,715)   $   222,574
  Capital gains income..................        --            5,882,426        --
  Net realized gain (loss) on security
   transactions.........................         62,787       8,889,332        --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................        361,946      37,635,810        --
                                            -----------    ------------    -----------
  Net increase in net assets resulting
   from operations......................      1,067,754      52,086,853        222,574
                                            -----------    ------------    -----------
UNIT TRANSACTIONS:
  Purchases.............................        912,679       6,592,898        495,356
  Net transfers.........................      1,735,405         242,331      1,098,990
  Surrenders for benefit payments and
   fees.................................     (1,328,850)    (11,790,542)    (1,154,260)
  Net annuity transactions..............        118,114      (1,031,092)       (75,788)
                                            -----------    ------------    -----------
  Net increase (decrease) in net assets
   resulting from unit transactions.....      1,437,348      (5,986,405)       364,298
                                            -----------    ------------    -----------
  Net increase in net assets............      2,505,102      46,100,448        586,872
NET ASSETS:
  Beginning of period...................     14,432,931     165,821,071      5,933,453
                                            -----------    ------------    -----------
  End of period.........................    $16,938,033    $211,921,519    $ 6,520,325
                                            ===========    ============    ===========
</TABLE>

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

__________________________________ SA-10 ______________________________________


<PAGE>
<TABLE>
<CAPTION>
                                                          CAPITAL       MORTGAGE                   INTERNATIONAL    DIVIDEND
                                           ADVISERS     APPRECIATION   SECURITIES       INDEX      OPPORTUNITIES   AND GROWTH
                                             FUND           FUND          FUND          FUND           FUND           FUND
                                         SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                         ------------   ------------   -----------   -----------   -------------   -----------
<S>                                      <C>            <C>            <C>           <C>           <C>             <C>
OPERATIONS:
  Net investment income (loss).......... $  1,105,039   $   (784,784)  $  149,656    $   164,292    $    17,622    $   105,147
  Capital gains income..................    7,575,377      7,303,697       --            756,329        --             871,549
  Net realized (loss) gain on security
   transactions.........................       32,508        384,490          209         55,113         71,485         56,924
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................        8,461     33,047,538     (137,396)     8,186,922      3,936,105       (108,988)
                                         ------------   ------------   ----------    -----------    -----------    -----------
  Net (decrease) increase in net assets
   resulting from operations............    8,721,385     39,950,941       12,469      9,162,656      4,025,212        924,632
                                         ------------   ------------   ----------    -----------    -----------    -----------
UNIT TRANSACTIONS:
  Purchases.............................    5,766,833      8,678,190      256,864      4,686,636      1,026,238      2,788,276
  Net transfers.........................    1,085,736     (2,258,982)    (207,674)     3,228,930        220,580       (960,677)
  Surrenders for benefit payments and
   fees.................................   (6,055,967)    (7,267,595)    (177,925)    (2,277,171)      (519,616)    (1,772,801)
  Net annuity transactions..............      658,379       (211,724)        (276)       257,961        (38,926)        20,963
                                         ------------   ------------   ----------    -----------    -----------    -----------
  Net (decrease) increase in net assets
   resulting from unit transactions.....    1,454,981     (1,060,111)    (129,011)     5,896,356        688,276         75,761
                                         ------------   ------------   ----------    -----------    -----------    -----------
  Net (decrease) increase in net
   assets...............................   10,176,366     38,890,830     (116,542)    15,059,012      4,713,488      1,000,393
NET ASSETS:
  Beginning of period...................   91,283,265    111,864,699    3,475,410     42,957,754     10,266,657     22,099,132
                                         ------------   ------------   ----------    -----------    -----------    -----------
  End of period......................... $101,459,631   $150,755,529   $3,358,868    $58,016,766    $14,980,145    $23,099,525
                                         ============   ============   ==========    ===========    ===========    ===========

<CAPTION>

                                            CALVERT SOCIAL
                                          BALANCED PORTFOLIO
                                             SUB-ACCOUNT
                                          ------------------
<S>                                       <C>
OPERATIONS:
  Net investment income (loss)..........      $   50,872
  Capital gains income..................         367,294
  Net realized (loss) gain on security
   transactions.........................          14,784
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................          60,504
                                              ----------
  Net (decrease) increase in net assets
   resulting from operations............         493,454
                                              ----------
UNIT TRANSACTIONS:
  Purchases.............................         434,582
  Net transfers.........................        (224,945)
  Surrenders for benefit payments and
   fees.................................        (153,765)
  Net annuity transactions..............         175,629
                                              ----------
  Net (decrease) increase in net assets
   resulting from unit transactions.....         231,501
                                              ----------
  Net (decrease) increase in net
   assets...............................         724,955
NET ASSETS:
  Beginning of period...................       4,243,348
                                              ----------
  End of period.........................      $4,968,303
                                              ==========
</TABLE>
<TABLE>
<CAPTION>
                                                         CAPITAL       MORTGAGE                   INTERNATIONAL    DIVIDEND
                                          ADVISERS     APPRECIATION   SECURITIES       INDEX      OPPORTUNITIES   AND GROWTH
                                            FUND           FUND          FUND          FUND           FUND           FUND
                                         SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                         -----------   ------------   -----------   -----------   -------------   -----------
<S>                                      <C>           <C>            <C>           <C>           <C>             <C>
OPERATIONS:
  Net investment income (loss).......... $   929,613   $   (507,599)  $  179,661    $    73,444    $    22,163    $   118,445
  Capital gains income..................   2,448,343      6,467,014       --            703,652        644,678        554,310
  Net realized gain (loss) on security
   transactions.........................   1,582,801      3,648,830       14,296         35,759         55,547        (33,442)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................  11,671,877      4,206,625      (10,512)     7,410,073        384,781      1,893,095
                                         -----------   ------------   ----------    -----------    -----------    -----------
  Net increase in net assets resulting
   from operations......................  16,632,634     13,814,870      183,445      8,222,928      1,107,169      2,532,408
                                         -----------   ------------   ----------    -----------    -----------    -----------
UNIT TRANSACTIONS:
  Purchases.............................   5,710,527     10,043,845      290,758      3,542,564      1,295,646      2,740,504
  Net transfers.........................   4,672,171     (4,177,559)    (134,090)     7,709,937       (908,131)     3,854,598
  Surrenders for benefit payments and
   fees.................................  (4,297,456)    (6,489,893)    (324,882)    (2,057,610)      (917,114)    (1,314,938)
  Net annuity transactions..............   1,069,101        (70,995)      18,035        560,037        (60,468)       110,854
                                         -----------   ------------   ----------    -----------    -----------    -----------
  Net increase (decrease) in net assets
   resulting from unit transactions.....   7,154,343       (694,602)    (150,179)     9,754,928       (590,067)     5,391,018
                                         -----------   ------------   ----------    -----------    -----------    -----------
  Net increase in net assets............  23,786,977     13,120,268       33,266     17,977,856        517,102      7,923,426
NET ASSETS:
  Beginning of period...................  67,496,288     98,744,431    3,442,144     24,979,898      9,749,555     14,175,706
                                         -----------   ------------   ----------    -----------    -----------    -----------
  End of period......................... $91,283,265   $111,864,699   $3,475,410    $42,957,754    $10,266,657    $22,099,132
                                         ===========   ============   ==========    ===========    ===========    ===========

<CAPTION>

                                            CALVERT SOCIAL
                                          BALANCED PORTFOLIO
                                             SUB-ACCOUNT
                                          ------------------
<S>                                       <C>
OPERATIONS:
  Net investment income (loss)..........      $   49,286
  Capital gains income..................         211,876
  Net realized gain (loss) on security
   transactions.........................          23,262
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................         239,801
                                              ----------
  Net increase in net assets resulting
   from operations......................         524,225
                                              ----------
UNIT TRANSACTIONS:
  Purchases.............................         495,534
  Net transfers.........................          26,347
  Surrenders for benefit payments and
   fees.................................        (187,099)
  Net annuity transactions..............          20,431
                                              ----------
  Net increase (decrease) in net assets
   resulting from unit transactions.....         355,213
                                              ----------
  Net increase in net assets............         879,438
NET ASSETS:
  Beginning of period...................       3,363,910
                                              ----------
  End of period.........................      $4,243,348
                                              ==========
</TABLE>

__________________________________ SA-11 ______________________________________


<PAGE>
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                       AMERICAN
                                                       AMERICAN       CENTURY VP
                                                      CENTURY VP       CAPITAL
                                                       ADVANTAGE     APPRECIATION
                                                         FUND            FUND
                                                      SUB-ACCOUNT    SUB-ACCOUNT
                                                      -----------    ------------
<S>                                                   <C>            <C>
OPERATIONS:
  Net investment income (loss)....................     $   6,089      $  (16,810)
  Capital gains income............................        23,850         --
  Net realized gain on security transactions......        38,985           3,131
  Net unrealized (depreciation) appreciation of
   investments during the period..................       (33,239)        784,514
                                                       ---------      ----------
  Net increase in net assets resulting from
   operations.....................................        35,685         770,835
                                                       ---------      ----------
UNIT TRANSACTIONS:
  Purchases.......................................        58,593         254,542
  Net transfers...................................      (378,748)        (19,911)
  Surrenders for benefit payments and fees........       (41,476)       (102,225)
  Net annuity transactions........................       (11,186)           (550)
                                                       ---------      ----------
  Net (decrease) increase in net assets resulting
   from unit transactions.........................      (372,817)        131,856
                                                       ---------      ----------
  Net (decrease) increase in net assets...........      (337,132)        902,691
NET ASSETS:
  Beginning of period.............................       337,132       1,173,932
                                                       ---------      ----------
  End of period...................................     $  --          $2,076,623
                                                       =========      ==========
</TABLE>

HARTFORD LIFE INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                                       AMERICAN
                                                       AMERICAN       CENTURY VP
                                                      CENTURY VP       CAPITAL
                                                       ADVANTAGE     APPRECIATION
                                                         FUND            FUND
                                                      SUB-ACCOUNT    SUB-ACCOUNT
                                                      -----------    ------------
<S>                                                   <C>            <C>
OPERATIONS:
  Net investment income (loss)....................     $  2,371       $  (14,526)
  Capital gains income............................       22,200           63,395
  Net realized gain (loss) on security
   transactions...................................        1,198          (16,383)
  Net unrealized appreciation (depreciation) of
   investments during the period..................       17,601          (61,793)
                                                       --------       ----------
  Net increase (decrease) in net assets resulting
   from operations................................       43,370          (29,307)
                                                       --------       ----------
UNIT TRANSACTIONS:
  Purchases.......................................       60,545          294,260
  Net transfers...................................       13,214         (521,383)
  Surrenders for benefit payments and fees........      (27,765)         (58,707)
  Net annuity transactions........................         (768)            (486)
                                                       --------       ----------
  Net increase (decrease) in net assets resulting
   from unit transactions.........................       45,226         (286,316)
                                                       --------       ----------
  Net increase (decrease) in net assets...........       88,596         (315,623)
NET ASSETS:
  Beginning of period.............................      248,536        1,489,555
                                                       --------       ----------
  End of period...................................     $337,132       $1,173,932
                                                       ========       ==========
</TABLE>

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

__________________________________ SA-12 ______________________________________

<PAGE>

<TABLE>
<CAPTION>
                                                    FIDELITY       FIDELITY       FIDELITY      FIDELITY
                                                       VIP          VIP II         VIP II          VIP
                                                    OVERSEAS     ASSET MANAGER   CONTRAFUND      GROWTH
                                                      FUND           FUND           FUND          FUND
                                                   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
                                                   -----------   -------------   -----------   -----------
<S>                                                <C>           <C>             <C>           <C>
OPERATIONS:
  Net investment income (loss).................... $    3,029     $   95,221     $  (159,424)  $  (261,049)
  Capital gains income............................     62,779        198,480         654,328     2,161,295
  Net realized gain on security transactions......     10,866          4,859          31,812        10,578
  Net unrealized (depreciation) appreciation of
   investments during the period..................  1,091,582        177,917       3,847,668     5,999,319
                                                   ----------     ----------     -----------   -----------
  Net increase in net assets resulting from
   operations.....................................  1,168,256        476,477       4,374,384     7,910,143
                                                   ----------     ----------     -----------   -----------
UNIT TRANSACTIONS:
  Purchases.......................................    387,081        598,974       2,302,231     2,449,392
  Net transfers...................................    443,568         42,815         825,702     4,848,698
  Surrenders for benefit payments and fees........   (256,167)      (443,450)     (1,166,185)   (1,212,305)
  Net annuity transactions........................     --            --                  (43)       11,853
                                                   ----------     ----------     -----------   -----------
  Net (decrease) increase in net assets resulting
   from unit transactions.........................    574,482        198,339       1,961,705     6,097,638
                                                   ----------     ----------     -----------   -----------
  Net (decrease) increase in net assets...........  1,742,738        674,816       6,336,089    14,007,781
NET ASSETS:
  Beginning of period.............................  2,480,609      4,719,677      17,882,564    18,161,148
                                                   ----------     ----------     -----------   -----------
  End of period................................... $4,223,347     $5,394,493     $24,218,653   $32,168,929
                                                   ==========     ==========     ===========   ===========
</TABLE>

<TABLE>
<CAPTION>
                                                    FIDELITY       FIDELITY       FIDELITY      FIDELITY
                                                       VIP          VIP II         VIP II          VIP
                                                    OVERSEAS     ASSET MANAGER   CONTRAFUND      GROWTH
                                                      FUND           FUND           FUND          FUND
                                                   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT
                                                   -----------   -------------   -----------   -----------
<S>                                                <C>           <C>             <C>           <C>
OPERATIONS:
  Net investment income (loss).................... $   10,125     $   54,671     $   (92,518)  $  (113,377)
  Capital gains income............................    112,345        313,180         618,218     1,488,257
  Net realized gain (loss) on security
   transactions...................................        956           (275)         12,359        13,141
  Net unrealized appreciation (depreciation) of
   investments during the period..................     96,646        146,330       3,177,338     3,253,190
                                                   ----------     ----------     -----------   -----------
  Net increase (decrease) in net assets resulting
   from operations................................    220,072        513,906       3,715,397     4,641,211
                                                   ----------     ----------     -----------   -----------
UNIT TRANSACTIONS:
  Purchases.......................................    377,694        629,178       2,095,903     1,855,983
  Net transfers...................................     96,385        731,434         816,733     1,278,624
  Surrenders for benefit payments and fees........   (196,825)      (338,204)       (696,448)     (573,796)
  Net annuity transactions........................     --            --                  (34)         (166)
                                                   ----------     ----------     -----------   -----------
  Net increase (decrease) in net assets resulting
   from unit transactions.........................    277,254      1,022,408       2,216,154     2,560,645
                                                   ----------     ----------     -----------   -----------
  Net increase (decrease) in net assets...........    497,326      1,536,314       5,931,551     7,201,856
NET ASSETS:
  Beginning of period.............................  1,983,283      3,183,363      11,951,013    10,959,292
                                                   ----------     ----------     -----------   -----------
  End of period................................... $2,480,609     $4,719,677     $17,882,564   $18,161,148
                                                   ==========     ==========     ===========   ===========
</TABLE>

__________________________________ SA-13 ______________________________________

<PAGE>
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

 1.  ORGANIZATION:

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

 2.  SIGNIFICANT ACCOUNTING POLICIES:

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

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

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

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

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

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

 3.  DEDUCTIONS AND CHARGES:

    Certain amounts are deducted from the contracts, as described below:

   a)  MORTALITY AND EXPENSE RISK CHARGES--The Company will make deductions at a
       maximum annual rate of 1.25% of the contract's value for the mortality
       and expense risks which the Company undertakes.

   b)  TAX EXPENSE CHARGE--If applicable, the Company will make deductions at a
       maximum rate of 3.50% of the contract's value to meet premium tax
       requirements. An additional tax charge based on a percentage of the
       contract's value may be assessed to partial withrawals or surrenders.
       These expenses are included in surrenders for benefit payments and fees
       in the accompanying statements of changes in net assets.

   c)  ANNUAL MAINTENANCE FEE--An annual maintenance fee in the amount of $30
       may be deducted from the contract's value each contract year. These
       expenses are included in surrenders for benefit payments and fees in the
       accompaying statements of changes in net assets.

__________________________________ SA-14 ______________________________________

<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
              ----------------------------------------------------

To Hartford Life Insurance Company:

We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company and subsidiaries as of December 31, 1999 and 1998, and the
related Consolidated Statements of Income, Changes in Stockholder's Equity and
Cash Flows for each of the three years in the period ended December 31, 1999.
These Consolidated Financial Statements and the schedules referred to below are
the responsibility of Hartford Life Insurance Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.

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

In our opinion, the Consolidated Financial Statements referred to above present
fairly, in all material respects, the financial position of Hartford Life
Insurance Company and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the Index to
Consolidated Financial Statements and Schedules are presented for the purpose of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. These schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

Hartford, Connecticut
January 31, 2000                                             ARTHUR ANDERSEN LLP

                                      F-1
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                    FOR THE YEARS ENDED
                                                                        DECEMBER 31,
<S>                                                           <C>          <C>          <C>
- ----------------------------------------------------------------------------------------------
<CAPTION>
                                                               1999         1998         1997
- ----------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>
                                                                       (in millions)
REVENUES
  Premiums and other considerations                           $2,045       $2,218       $1,637
  Net investment income                                        1,359        1,759        1,368
  Net realized capital gains (losses)                             (4)          (2)           4
- ----------------------------------------------------------------------------------------------
                                              TOTAL REVENUES   3,400        3,975        3,009
- ----------------------------------------------------------------------------------------------
BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses               1,574        1,911        1,379
  Amortization of deferred policy acquisition costs              539          431          335
  Dividends to policyholders                                     104          329          240
  Other expenses                                                 631          766          586
- ----------------------------------------------------------------------------------------------
                         TOTAL BENEFITS, CLAIMS AND EXPENSES   2,848        3,437        2,540
- ----------------------------------------------------------------------------------------------
  Income before income tax expense                               552          538          469
  Income tax expense                                             191          188          167
- ----------------------------------------------------------------------------------------------
                                                  NET INCOME  $  361       $  350       $  302
- ----------------------------------------------------------------------------------------------
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-2
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     AS OF DECEMBER 31,
<S>                                                                <C>            <C>
- ------------------------------------------------------------------------------------------

                                                                     1999           1998
- ------------------------------------------------------------------------------------------
                                                                    (in millions, except
                                                                       for share data)
ASSETS
  Investments
  Fixed maturities, available for sale, at fair value
   (amortized cost of $13,923 and $14,505)                         $ 13,499       $ 14,818
  Equity securities, at fair value                                       56             31
  Policy loans, at outstanding balance                                4,187          6,684
  Other investments                                                     342            264
- ------------------------------------------------------------------------------------------
                                           TOTAL INVESTMENTS         18,084         21,797
- ------------------------------------------------------------------------------------------
  Cash                                                                   55             17
  Premiums receivable and agents' balances                               29             17
  Reinsurance recoverables                                            1,274          1,257
  Deferred policy acquisition costs                                   4,013          3,754
  Deferred income tax                                                   459            464
  Other assets                                                          654            695
  Separate account assets                                           110,397         90,262
- ------------------------------------------------------------------------------------------
                                                TOTAL ASSETS       $134,965       $118,263
- ------------------------------------------------------------------------------------------
LIABILITIES
  Future policy benefits                                           $  4,332       $  3,595
  Other policyholder funds                                           16,004         19,615
  Other liabilities                                                   1,613          2,094
  Separate account liabilities                                      110,397         90,262
- ------------------------------------------------------------------------------------------
                                           TOTAL LIABILITIES        132,346        115,566
- ------------------------------------------------------------------------------------------
STOCKHOLDER'S EQUITY
  Common stock -- 1,000 shares authorized, issued and
   outstanding, par value $5,690                                          6              6
  Capital surplus                                                     1,045          1,045
  Accumulated other comprehensive income (loss)
    Net unrealized capital gains (losses) on securities, net
     of tax                                                            (255)           184
- ------------------------------------------------------------------------------------------
         TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)           (255)           184
- ------------------------------------------------------------------------------------------
  Retained earnings                                                   1,823          1,462
- ------------------------------------------------------------------------------------------
                                  TOTAL STOCKHOLDER'S EQUITY          2,619          2,697
- ------------------------------------------------------------------------------------------
                  TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY       $134,965       $118,263
- ------------------------------------------------------------------------------------------
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-3
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                               Accumulated Other
                                                                 Comprehensive
                                                                 Income (Loss)
                                                               -----------------
<S>                                         <C>      <C>       <C>                 <C>          <C>
                                                               Net Unrealized
                                                               Capital Gains
                                                               (Losses) on                        Total
                                            Common   Capital   Securities,         Retained     Stockholder's
                                            Stock    Surplus   Net of Tax          Earnings      Equity
- -------------------------------------------------------------------------------------------------------------
                                                                     (in millions)
1999
Balance, December 31, 1998                    $6     $1,045          $ 184           $1,462        $2,697
Comprehensive income
  Net income                                  --         --             --              361           361
Other comprehensive income (loss), net of
 tax (1):
  Changes in net unrealized capital gains
   (losses) on securities (2)                 --         --           (439)              --          (439)
Total other comprehensive income (loss)                                                              (439)
  Total comprehensive income (loss)                                                                   (78)
- -------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1999    $6     $1,045          $(255)          $1,823        $2,619
- -------------------------------------------------------------------------------------------------------------
1998
Balance, December 31, 1997                    $6     $1,045          $ 179           $1,113        $2,343
Comprehensive income
  Net income                                  --         --             --              350           350
Other comprehensive income, net of tax
 (1):
  Changes in net unrealized capital gains
   on securities (2)                          --         --              5               --             5
Total other comprehensive income                                                                        5
  Total comprehensive income                                                                          355
Dividends                                                                                (1)           (1)
- -------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1998    $6     $1,045          $ 184           $1,462        $2,697
- -------------------------------------------------------------------------------------------------------------
1997
Balance, December 31, 1996                    $6     $1,045          $  30           $  811        $1,892
Comprehensive income
  Net income                                  --         --             --              302           302
Other comprehensive income, net of tax
 (1):
  Changes in net unrealized capital gains
   on securities (2)                          --         --            149               --           149
Total other comprehensive income                                                                      149
  Total comprehensive income                                                                          451
- -------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1997    $6     $1,045          $ 179           $1,113        $2,343
- -------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Net unrealized capital gain (loss) on securities is reflected net of tax of
    $(236), $3 and $80, for the years ended December 31, 1999, 1998 and 1997,
    respectively.

(2) Net of reclassification adjustment for after-tax gains (losses) realized in
    net income of $(2), $(1) and $2 for the years ended December 31, 1999, 1998
    and 1997, respectively.

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-4
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
<S>                                                           <C>        <C>        <C>
- --------------------------------------------------------------------------------------------
<CAPTION>
                                                                1999       1998       1997
- --------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>        <C>
                                                                      (in millions)
OPERATING ACTIVITIES
  Net income                                                  $   361    $   350    $   302
  Adjustments to reconcile net income to net cash provided
   by operating activities
  Depreciation and amortization                                   (18)       (23)         8
  Net realized capital losses (gains)                               4          2         (4)
  Loss due to commutation of reinsurance                           16         --         --
  (Increase) decrease in premiums receivable and agents'
   balances                                                       (18)         1        119
  (Decrease) increase in other liabilities                       (263)       (79)       223
  Change in receivables, payables, and accruals                   125         83        107
  (Decrease) increase in accrued taxes                           (163)        60        126
  Decrease (increase) in deferred income tax                      241       (118)        40
  Increase in deferred policy acquisition costs                  (358)      (439)      (555)
  Increase in future policy benefits                              797        536        585
  Increase in reinsurance recoverables                           (318)      (101)       (31)
  Other, net                                                      (81)        99         52
- --------------------------------------------------------------------------------------------
                   NET CASH PROVIDED BY OPERATING ACTIVITIES      325        371        972
- --------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Purchases of investments                                     (5,753)    (6,061)    (6,869)
  Sales of investments                                          6,383      4,901      4,256
  Maturity of investments                                       1,818      1,761      2,329
  Purchases of affiliates and other                               (25)        --         --
- --------------------------------------------------------------------------------------------
        NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES    2,423        601       (284)
- --------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Net disbursements for investment and universal life-type
   contracts charged against policyholder accounts             (2,710)    (1,009)      (677)
- --------------------------------------------------------------------------------------------
    Net cash used for financing activities                     (2,710)    (1,009)      (677)
- --------------------------------------------------------------------------------------------
  Net increase (decrease) in cash                                  38        (37)        11
  Cash -- beginning of year                                        17         54         43
- --------------------------------------------------------------------------------------------
  Cash -- end of year                                         $    55    $    17    $    54
- --------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
  Net Cash Paid During the Year for:
  Income taxes                                                $   111    $   263    $     9
Noncash Investing Activities:
  In 1999, the Company's parent, Hartford Life and Accident Insurance Company, recaptured an
   in force block of individual life insurance previously ceded to the Company. This
   commutation resulted in a reduction in the Company's assets of $666, consisting of $556
   of invested assets, $99 of deferred policy acquisition costs and $11 of other assets.
   Liabilities decreased $650, consisting of $543 of other policyholder funds, $60 of future
   policy benefits and $47 of other liabilities. As a result, the Company recognized an
   after-tax loss relating to this transaction of $16.

  In 1998, due to the recapture of an in force block of business previously ceded to MBL
   Life Assurance Co. of New Jersey, reinsurance recoverables of $4,753 were exchanged for
   the fair value of assets comprised of $4,310 in policy loans and $443 in other net
   assets.
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-5
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA UNLESS OTHERWISE STATED)

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

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

These Consolidated Financial Statements include Hartford Life Insurance Company
and its wholly-owned subsidiaries ("Hartford Life Insurance Company" or the
"Company"), Hartford Life and Annuity Insurance Company (HLAI) and Hartford
International Life Reassurance Corporation (HLRe), formerly American Skandia
Life Reinsurance Corporation. The Company is a wholly-owned subsidiary of
Hartford Life and Accident Insurance Company (HLA), a wholly-owned subsidiary of
Hartford Life, Inc. (Hartford Life). Hartford Life is a direct subsidiary of
Hartford Accident and Indemnity Company (HA&I), an indirect subsidiary of The
Hartford Financial Services Group, Inc. (The Hartford). In November 1998,
Hartford Life Insurance Company transferred in the form of a dividend, Hartford
Financial Services, LLC and its subsidiaries to HLA.

Pursuant to an initial public offering (the "IPO") on May 22, 1997, Hartford
Life sold 26 million shares of Class A Common Stock at $28.25 per share and
received proceeds, net of offering expenses, of $687. Of the proceeds, $527 was
used to retire debt related to Hartford Life's outstanding promissory notes and
line of credit with the remaining $160 contributed by Hartford Life to its
insurance subsidiaries to support growth in its core businesses. Hartford Life
became a publicly traded company upon the sale of 26 million shares representing
approximately 18.6% of the equity ownership in Hartford Life.

Along with its parent, HLA, the Company is a leading financial services and
insurance company which provides (a) investment products such as individual
variable annuities and fixed market value adjusted annuities, mutual funds and
retirement plan services for savings and retirement needs; (b) life insurance
for income protection and estate planning; (c) employee benefits products such
as group life and disability insurance that is directly written by the Company
and is substantially ceded to its parent, HLA, and (d) corporate owned life
insurance.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

These Consolidated Financial Statements are prepared on the basis of accounting
principles generally accepted in the United States, which differ materially from
the statutory accounting practices prescribed by various insurance regulatory
authorities. All material intercompany transactions and balances between
Hartford Life Insurance Company and its subsidiaries have been eliminated.

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

Certain reclassifications have been made to prior year financial information to
conform to the current year presentation.

(B) ADOPTION OF NEW ACCOUNTING STANDARDS

Effective January 1, 1999, Hartford Life Insurance Company adopted Statement of
Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use". This SOP provides guidance on
accounting for the costs of internal use software and in determining whether the
software is for internal use. The SOP defines internal use software as software
that is acquired, internally developed, or modified solely to meet internal
needs and identifies stages of software development and accounting for the
related costs incurred during the stages. Adoption of this SOP did not have a
material impact on the Company's financial condition or results of operations.

Effective January 1, 1999, Hartford Life Insurance Company adopted SOP
No. 97-3, "Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments". This SOP addresses accounting by insurance and other enterprises
for assessments related to insurance activities, including recognition,
measurement and disclosure of guaranty fund or other assessments. Adoption of
this SOP did not have a material impact on the Company's financial condition or
results of operations.

The Company's cash flows were not impacted by these changes in accounting
principles.

(C) FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133". This statement amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", to defer its effective date for
one year, to fiscal years beginning after June 15, 2000. Initial

                                      F-6
<PAGE>
application for Hartford Life Insurance Company will begin January 1, 2001. SFAS
No. 133 establishes accounting and reporting guidance for derivative
instruments, including certain derivative instruments embedded in other
contracts. The standard requires, among other things, that all derivatives be
carried on the balance sheet at fair value. The standard also specifies hedge
accounting criteria under which a derivative can qualify for special accounting.
In order to receive special accounting, the derivative instrument must qualify
as either a hedge of the fair value or the variability of the cash flow of a
qualified asset or liability. Special accounting for qualifying hedges provides
for matching the timing of gain or loss recognition on the hedging instrument
with the recognition of the corresponding changes in value of the hedged item.
The Company has reviewed its derivative holdings and is in the process of
quantifying the impact of SFAS No. 133. The Company is also assessing what
actions, if any, need to be taken to minimize potential volatility, while at the
same time maintaining the economic protection needed to support the goals of its
business.

In October 1998, the American Institute of Certified Public Accountants (AICPA)
issued SOP No. 98-7, "Accounting for Insurance and Reinsurance Contracts That Do
Not Transfer Insurance Risk". This SOP provides guidance on the method of
accounting for insurance and reinsurance contracts that do not transfer
insurance risk, defined in the SOP as the deposit method. This SOP is effective
for financial statements for fiscal years beginning after June 15, 1999 and is
not expected to have a material impact on the Company's financial condition or
results of operations.

(D) REVENUE RECOGNITION

Revenues for investment products and universal life-type policies consist of
policy charges for policy administration, cost of insurance and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance and
disability policies are recognized as revenues ratably over the policy period.

(E) DIVIDENDS TO POLICYHOLDERS

Certain life insurance policies contain dividend payment provisions that enable
the policyholder to participate in the earnings on that participating block of
business of the life insurance subsidiaries of the Company. The participating
insurance in force accounted for 34%, 35% and 33% in 1999, 1998 and 1997,
respectively, of total insurance in force.

(F) INVESTMENTS

Hartford Life Insurance Company's investments in both fixed maturities, which
include bonds, redeemable preferred stock and commercial paper, and equity
securities, which include common and non-redeemable preferred stocks, are
classified as "available for sale" in accordance with SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". Accordingly, these
securities are carried at fair value with the after-tax difference from cost
reflected in stockholder's equity as a component of accumulated other
comprehensive income. Policy loans are carried at outstanding balance which
approximates fair value. Other invested assets consist primarily of partnership
investments, which are accounted for by the equity method, and mortgage loans,
whereby the carrying value approximates fair value. Realized capital gains and
losses on security transactions associated with the Company's immediate
participation guaranteed contracts are excluded from revenues and deferred over
the expected maturity of the securities, since under the terms of the contracts
the realized gains and losses will be credited to policyholders in future years
as they are entitled to receive them. Net realized capital gains and losses,
excluding those related to immediate participation guaranteed contracts, are
reported as a component of revenue and are determined on a specific
identification basis.

The Company's accounting policy for impairment requires recognition of an other
than temporary impairment charge on a security if it is determined that the
Company is unable to recover all amounts due under the contractual obligations
of the security. In addition, for securities expected to be sold, an other than
temporary impairment charge is recognized if the Company does not expect the
fair value of a security to recover to cost or amortized cost prior to the
expected date of sale. Once an impairment charge has been recorded, the Company
then continues to review the other than temporarily impaired securities for
additional impairment, if necessary.

(G) DERIVATIVE INSTRUMENTS

HEDGE ACCOUNTING -- Hartford Life Insurance Company uses a variety of derivative
instruments, including swaps, caps, floors, forwards and exchange traded
financial futures and options as part of an overall risk management strategy.
These instruments are used as a means of hedging exposure to price, foreign
currency and/or interest rate risk on planned investment purchases or existing
assets and liabilities. Hartford Life Insurance Company does not hold or issue
derivative instruments for trading purposes. Hartford Life Insurance Company's
accounting for derivative instruments used to manage risk is in accordance with
the concepts established in SFAS No. 80, "Accounting for Futures Contracts",
SFAS No. 52, "Foreign Currency Translation", AICPA SOP No. 86-2, "Accounting for
Options" and various Emerging Issues Task Force pronouncements. Written options
are used, in all cases in conjunction with other assets and derivatives, as part
of the Company's asset and liability management strategy. Derivative instruments
are carried at values consistent with the asset or liability being hedged.
Derivative instruments used to hedge fixed maturities or equity securities are
carried at fair value with the after-tax difference from cost reflected in
stockholder's equity. Derivative instruments used to hedge other invested assets
or liabilities are carried at cost. For a discussion of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", issued in June
1998, see (c) Future Adoption of New Accounting Standards.

Derivative instruments must be designated at inception as a hedge and measured
for effectiveness both at inception

                                      F-7
<PAGE>
and on an ongoing basis. Hartford Life Insurance Company's correlation threshold
for hedge designation is 80% to 120%. If correlation, which is assessed monthly
or quarterly and measured based on a rolling three month average, falls outside
the 80% to 120% range, hedge accounting will be terminated. Derivative
instruments used to create a synthetic asset must meet synthetic accounting
criteria, including designation at inception and consistency of terms between
the synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
they are intended to replicate. Derivative instruments which fail to meet risk
management criteria, subsequent to acquisition, are marked to market with the
impact reflected in the Consolidated Statements of Income.

FUTURES -- Gains or losses on financial futures contracts entered into in
anticipation of the investment of future receipt of product cash flows are
deferred and, at the time of the ultimate investment purchase, reflected as an
adjustment to the cost basis of the purchased asset. Gains or losses on futures
used in invested asset risk management are deferred and adjusted into the cost
basis of the hedged asset when the contract futures are closed, except for
futures used in duration hedging, which are deferred and basis adjusted on a
quarterly basis. The basis adjustments are amortized into net investment income
over the remaining asset life.

FORWARD COMMITMENTS -- Open forward commitment contracts are marked to market
through stockholder's equity. Such contracts are accounted for at settlement by
recording the purchase of the specified securities at the previously committed
price. Gains or losses resulting from the termination of forward commitment
contracts are recognized immediately in the Consolidated Statements of Income as
a component of net investment income.

OPTIONS -- The cost of options entered into as part of a risk management
strategy are basis adjusted to the underlying asset or liability and amortized
over the remaining life of the option. Gains or losses on expiration or
termination are adjusted into the basis of the underlying asset or liability and
amortized over the remaining asset life.

INTEREST RATE SWAPS -- Interest rate swaps involve the periodic exchange of
payments without the exchange of underlying principal or notional amounts. Net
receipts or payments are accrued and recognized over the life of the swap
agreement as an adjustment to investment income. Should the swap be terminated,
the gain or loss is adjusted into the basis of the asset or liability and
amortized over the remaining life. Should the hedged asset be sold or liability
terminated without terminating the swap position, any swap gains or losses are
immediately recognized in earnings. Interest rate swaps purchased in
anticipation of an asset purchase (anticipatory transaction) are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the Consolidated Statements of Income while the
change in market value is recognized as an unrealized capital gain or loss.

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

FORWARD EXCHANGE AND CURRENCY SWAPS CONTRACTS -- Forward exchange contracts and
foreign currency swaps are accounted for in accordance with SFAS No. 52. Changes
in the spot rate of instruments designated as hedges of the net investment in a
foreign subsidiary are reflected in the cumulative translation adjustment
component of stockholder's equity.

Cash flows from futures, options and swaps, accounted for as hedges, are
included with the cash flows of the item being hedged.

(H) SEPARATE ACCOUNTS

Hartford Life Insurance Company maintains separate account assets and
liabilities which are reported at fair value. Separate account assets are
segregated from other investments. Separate accounts reflect two categories of
risk assumption: non-guaranteed separate accounts, wherein the policyholder
assumes substantially all the investment risk and rewards, and guaranteed
separate accounts, wherein the Company contractually guarantees either a minimum
return or account value to the policyholder.

(I) DEFERRED POLICY ACQUISITION COSTS

Policy acquisition costs, which include commissions and certain other expenses
associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, usually 20 years. Generally, acquisition costs
are deferred and amortized using the retrospective deposit method. Under the
retrospective deposit method, acquisition costs are amortized in proportion to
the present value of expected gross profits from surrender charges, investment
charges, mortality and expense margins. Actual gross profits can vary from
management's estimates, resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
re-estimated and adjusted by a cumulative charge or credit to income.

                                      F-8
<PAGE>
Acquisition costs and their related deferral are included in the Company's other
expenses as follows:

<TABLE>
<CAPTION>
                                                                     1999         1998        1997
<S>                                                                  <C>         <C>          <C>
                                                                     ------------------------------
Commissions                                                          $ 887       $1,069       $ 976
Deferred acquisition costs                                            (898)        (891)       (862)
Other                                                                  642          588         472
                                                                     ------------------------------
                                        TOTAL OTHER EXPENSES         $ 631       $  766       $ 586
                                                                     ------------------------------
</TABLE>

(J) FUTURE POLICY BENEFITS

Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued.

(K) OTHER POLICYHOLDER FUNDS

Other policyholder funds include reserves for investment contracts without life
contingencies, corporate owned life insurance and universal life insurance
contracts. These reserves are based on account values, which represent the
balance that accrues to the benefit of policyholders.

3. INVESTMENTS AND DERIVATIVE INSTRUMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                                         For the years ended
                                                                             December 31,
                                                                   --------------------------------
                                                                    1999         1998         1997
<S>                                                                <C>          <C>          <C>
                                                                   --------------------------------
Interest income from fixed maturities                              $  934       $  952       $  932
Interest income from policy loans                                     391          789          425
Income from other investments                                          48           32           26
                                                                   --------------------------------
Gross investment income                                             1,373        1,773        1,383
Less: Investment expenses                                              14           14           15
                                                                   --------------------------------
                                       NET INVESTMENT INCOME       $1,359       $1,759       $1,368
                                                                   --------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                      For the years ended
                                                                          December 31,
                                                                   --------------------------
                                                                   1999       1998       1997
<S>                                                                <C>        <C>        <C>
                                                                   --------------------------
Fixed maturities                                                   $(7)       $(28)      $(7)
Equity securities                                                    2         21         12
Real estate and other                                                1          5         (1)
                                                                   --------------------------
                         NET REALIZED CAPITAL GAINS (LOSSES)       $(4)       $(2)       $ 4
                                                                   --------------------------
</TABLE>

(C) NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES

<TABLE>
<CAPTION>
                                                                      For the years ended
                                                                          December 31,
                                                                   --------------------------
                                                                   1999       1998       1997
<S>                                                                <C>        <C>        <C>
                                                                   --------------------------
Gross unrealized capital gains                                     $ 9        $ 2        $14
Gross unrealized capital losses                                     (2)        (1)        --
                                                                   --------------------------
Net unrealized capital gains                                         7          1         14
Deferred income tax expense                                          2         --          5
                                                                   --------------------------
Net unrealized capital gains, net of tax                             5          1          9
Balance -- beginning of year                                         1          9          8
                                                                   --------------------------
   NET CHANGE IN UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY
                                                  SECURITIES       $ 4        $(8)       $ 1
                                                                   --------------------------
</TABLE>

                                      F-9
<PAGE>
(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES

<TABLE>
<CAPTION>
                                                                       For the years ended
                                                                           December 31,
                                                                   ----------------------------
                                                                   1999        1998        1997
<S>                                                                <C>         <C>         <C>
                                                                   ----------------------------
Gross unrealized capital gains                                     $  48       $ 421       $371
Gross unrealized capital losses                                     (472)       (108)       (80)
Unrealized capital (gains) losses credited to policyholders           24         (32)       (30)
                                                                   ----------------------------
Net unrealized capital gains (losses)                               (400)        281        261
Deferred income tax expense (benefit)                               (140)         98         91
                                                                   ----------------------------
Net unrealized capital gains (losses), net of tax                   (260)        183        170
Balance -- beginning of year                                         183         170         22
                                                                   ----------------------------
    NET CHANGE IN UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED
                                                  MATURITIES       $(443)      $  13       $148
                                                                   ----------------------------
</TABLE>

(E) FIXED MATURITY INVESTMENTS

<TABLE>
<CAPTION>
                                                                              As of December 31, 1999
                                                                   ---------------------------------------------
                                                                                Gross       Gross
                                                                   Amortized  Unrealized  Unrealized
                                                                     Cost       Gains       Losses    Fair Value
<S>                                                                <C>        <C>         <C>         <C>
                                                                   ---------------------------------------------
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored)                                         $   180      $ 5        $  (3)     $   182
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed                           1,094        5          (35)       1,064
States, municipalities and political subdivisions                       155        2           (1)         156
Foreign governments                                                     289        6          (14)         281
Public utilities                                                        865        7          (39)         833
All other corporate, including international                          5,646       18         (244)       5,420
All other corporate -- asset backed                                   4,103        5         (123)       3,985
Short-term investments                                                1,156       --           --        1,156
Certificates of deposit                                                 434       --          (12)         422
Redeemable preferred stock                                                1       --           (1)          --
                                                                   ---------------------------------------------
                                           TOTAL FIXED MATURITIES   $13,923      $48        $(472)     $13,499
                                                                   ---------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                              As of December 31, 1998
                                                                   ---------------------------------------------
                                                                                Gross       Gross
                                                                   Amortized  Unrealized  Unrealized
                                                                     Cost       Gains       Losses    Fair Value
<S>                                                                <C>        <C>         <C>         <C>
                                                                   ---------------------------------------------
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored)                                         $   121      $  2       $  --      $   123
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed                           1,001        23          (8)       1,016
States, municipalities and political subdivisions                       165         8          --          173
Foreign governments                                                     393        26          (7)         412
Public utilities                                                        844        33          (3)         874
All other corporate, including international                          5,469       260         (42)       5,687
All other corporate -- asset backed                                   4,155        58         (42)       4,171
Short-term investments                                                1,847        --          --        1,847
Certificates of deposit                                                 510        11          (6)         515
                                                                   ---------------------------------------------
                                           TOTAL FIXED MATURITIES   $14,505      $421       $(108)     $14,818
                                                                   ---------------------------------------------
</TABLE>

The amortized cost and estimated fair value of fixed maturity investments as of
December 31, 1999 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including mortgage backed securities and
collateralized mortgage obligations, are distributed to maturity year based on
the Company's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. These estimates are developed using
prepayment speeds provided in broker consensus

                                      F-10
<PAGE>
data. Such estimates are derived from prepayment speeds experienced at the
interest rate levels projected for the applicable underlying collateral and can
be expected to vary from actual experience.

<TABLE>
<CAPTION>
                                                      Amortized
                                                        Cost            Fair Value
<S>                                                   <C>               <C>
                                                      ----------------------------
MATURITY
One year or less                                       $ 2,454           $ 2,440
Over one year through five years                         4,874             4,787
Over five years through ten years                        3,072             2,940
Over ten years                                           3,523             3,332
                                                      ----------------------------
                                               TOTAL   $13,923           $13,499
                                                      ----------------------------
</TABLE>

(F) SALES OF FIXED MATURITY AND EQUITY SECURITY INVESTMENTS

Sales of fixed maturities, excluding short-term fixed maturities, for the years
ended December 31, 1999, 1998 and 1997 resulted in proceeds of $3.4 billion,
$3.2 billion and $4.2 billion, gross realized capital gains of $153, $103 and
$169, gross realized capital losses (including writedowns) of $160, $131 and
$176, respectively. Sales of equity security investments for the years ended
December 31, 1999, 1998 and 1997 resulted in proceeds of $7, $35 and $132 and
gross realized capital gains of $2, $21 and $12, respectively, and no gross
realized capital losses for all periods.

(G) CONCENTRATION OF CREDIT RISK

The Company is not exposed to any significant concentration of credit risk in
fixed maturities of a single issuer greater than 10% of stockholder's equity.

(H) DERIVATIVE INSTRUMENTS

Hartford Life Insurance Company utilizes a variety of derivative instruments,
including swaps, caps, floors, forwards and exchange traded futures and options,
in accordance with Company policy and in order to achieve one of three Company
approved objectives: to hedge risk arising from interest rate, price or currency
exchange rate volatility; to manage liquidity; or, to control transactions
costs. The Company utilizes derivative instruments to manage market risk through
four principal risk management strategies: hedging anticipated transactions,
hedging liability instruments, hedging invested assets and hedging portfolios of
assets and/or liabilities. The Company does not trade in these instruments for
the express purpose of earning trading profits.

The Company maintains a derivatives counterparty exposure policy which
establishes market based credit limits, favors long-term financial stability and
creditworthiness, and typically requires credit enhancement/credit risk reducing
agreements. Credit risk is measured as the amount owed to the Company based on
current market conditions and potential payment obligations between the Company
and its counterparties. Credit exposures are quantified weekly and netted, and
collateral is pledged to or held by the Company to the extent the current value
of derivatives exceed exposure policy thresholds.

The Company's derivative program is monitored by an internal compliance unit and
is reviewed by senior management. Notional amounts, which represent the basis
upon which pay or receive amounts are calculated and are not reflective of
credit risk, pertaining to derivative financial instruments (excluding the
Company's guaranteed separate account derivative investments), totaled $5.5
billion and $6.2 billion ($3.9 billion and $3.9 billion related to the Company's
investments, $1.6 billion and $2.3 billion on the Company's liabilities) as of
December 31, 1999 and 1998, respectively.

The tables below provide a summary of derivative instruments held by Hartford
Life Insurance Company as of December 31, 1999 and 1998, segregated by major
investment and liability category:

                                      F-11
<PAGE>

<TABLE>
<CAPTION>
                                                          1999 -- Amount Hedged (Notional Amounts)
                                     ----------------------------------------------------------------------------------
                                      Total    Issued    Purchased                 Interest Rate   Foreign      Total
                                     Carrying  Caps &   Caps, Floors                  Swaps &      Currency   Notional
           ASSETS HEDGED              Value    Floors    & Options    Futures (1)    Forwards     Swaps (2)    Amount
<S>                                  <C>       <C>      <C>           <C>          <C>            <C>         <C>
                                     ----------------------------------------------------------------------------------
Asset backed securities (excluding
 anticipatory)                       $ 5,049   $   --      $   --        $   --       $  911          $--      $  911
Anticipatory (3)                          --       --          --             5          112           --         117
Other bonds and notes                  7,294      494         611            --        1,676           80       2,861
Short-term investments                 1,156       --          --            --           --           --          --
                                     ----------------------------------------------------------------------------------
             TOTAL FIXED MATURITIES   13,499      494         611             5        2,699           80       3,889
Equity securities, policy loans and
 other investments                     4,585       --          --            --           --           --          --
                                     ----------------------------------------------------------------------------------
                  TOTAL INVESTMENTS  $18,084      494         611             5        2,699           80       3,889
                                     ----------------------------------------------------------------------------------
           OTHER POLICYHOLDER FUNDS  $16,004       --       1,150            --          430           --       1,580
                                     ----------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                     NOTIONAL VALUE            $  494      $1,761        $    5       $3,129          $80      $5,469
                                     ----------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                         FAIR VALUE            $  (22)     $    8        $   --       $  (30)         $ 2      $  (42)
                                     ----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                        1998 -- Amount Hedged (Notional Amounts)
                                     -------------------------------------------------------------------------------
                                      Total    Issued    Purchased                Interest Rate   Foreign    Total
                                     Carrying  Caps &     Caps &                     Swaps &     Currency   Notional
           ASSETS HEDGED              Value    Floors     Floors     Futures (1)    Forwards     Swaps (2)   Amount
<S>                                  <C>       <C>      <C>          <C>          <C>            <C>        <C>
                                     -------------------------------------------------------------------------------
Asset backed securities (excluding
 anticipatory)                       $ 5,187   $   44     $  243         $ 3         $  885         $--      $1,175
Anticipatory (3)                          --       --         --          --            235          --         235
Other bonds and notes                  7,683      461        597          18          1,300          90       2,466
Short-term investments                 1,948       --         --          --             --          --          --
                                     -------------------------------------------------------------------------------
             TOTAL FIXED MATURITIES   14,818      505        840          21          2,420          90       3,876
Equity securities, policy loans and
 other investments                     6,979       --         --          --             --          --          --
                                     -------------------------------------------------------------------------------
                  TOTAL INVESTMENTS  $21,797      505        840          21          2,420          90       3,876
                                     -------------------------------------------------------------------------------
           OTHER POLICYHOLDER FUNDS  $19,615       --      1,150          --          1,195          --       2,345
                                     -------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                     NOTIONAL VALUE            $  505     $1,990         $21         $3,615         $90      $6,221
                                     -------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                         FAIR VALUE            $   (6)    $   19         $--         $   27         $(7)     $   33
                                     -------------------------------------------------------------------------------
</TABLE>

    (1) As of December 31, 1999 and 1998, approximately 100% and 5%,
respectively, of the notional futures contracts expire within one year.

    (2) As of December 31, 1999 and 1998, approximately 28% and 11%,
respectively, of foreign currency swaps expire within one year.

    (3) Deferred gains and losses on anticipatory transactions are included in
the carrying value of fixed maturities in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment to
the purchased asset. As of December 31, 1999, the Company had $1.4 of net
deferred losses on interest rate swaps and futures. The Company expects to basis
adjust the entire loss in 2000. During 1999, $0.2 of new future activity was
basis adjusted. As of December 31, 1998, the Company had no deferred gains for
interest rate swaps.

                                      F-12
<PAGE>
The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                            BY DERIVATIVE TYPE
<S>                                                <C>               <C>          <C>                   <C>
- ------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                   December 31, 1998                     Maturities/         December 31, 1999
                                                    Notional Amount    Additions      Terminations (1)        Notional Amount
- -------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>            <C>                    <C>
        Caps                                             $1,912          $   --            $  148                  $1,764
        Floors                                              583              --               178                     405
        Swaps/Forwards                                    3,705             991             1,487                   3,209
        Futures                                              21             292               308                       5
        Options                                              --              86                --                      86
- -------------------------------------------------------------------------------------------------------------------------------
                                        TOTAL            $6,221          $1,369            $2,121                  $5,469
- -------------------------------------------------------------------------------------------------------------------------------

                                                                                   BY STRATEGY
- -------------------------------------------------------------------------------------------------------------------------------
        Liability                                        $2,345          $   17            $  782                  $1,580
        Anticipatory                                        235             204               322                     117
        Asset                                             2,398             831               427                   2,802
        Portfolio                                         1,243             317               590                     970
- -------------------------------------------------------------------------------------------------------------------------------
                                        TOTAL            $6,221          $1,369            $2,121                  $5,469
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    (1) During 1999, the Company had no significant gains or losses on
terminations of hedge positions using derivative financial instruments.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107 "Disclosure about Fair Value of Financial Instruments" requires
disclosure of fair value information of financial instruments. For certain
financial instruments where quoted market prices are not available, other
independent valuation techniques and assumptions are used. Because considerable
judgment is used, these estimates are not necessarily indicative of amounts that
could be realized in a current market exchange. SFAS No. 107 excludes certain
financial instruments from disclosure, including insurance contracts. Hartford
Life Insurance Company uses the following methods and assumptions in estimating
the fair value of each class of financial instrument.

Fair value for fixed maturities and marketable equity securities approximates
those quotations published by applicable stock exchanges or received from other
reliable sources.

For policy loans, carrying amounts approximate fair value.

Other invested assets consist primarily of partnership investments, which are
accounted for by the equity method, and mortgage loans, whereby the carrying
value approximates fair value.

Other policyholder funds fair value information is determined by estimating
future cash flows, discounted at the current market rate.

The fair value of derivative financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a pricing
model which is similar to external valuation models.

The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                               1999               1998
                                                         ------------------------------------
                                                         Carrying   Fair    Carrying   Fair
                                                          Amount    Value    Amount    Value
<S>                                                      <C>       <C>      <C>       <C>
                                                         ------------------------------------
ASSETS
  Fixed maturities                                       $13,499   $13,499  $14,818   $14,818
  Equity securities                                           56        56       31        31
  Policy loans                                             4,187     4,187    6,684     6,684
  Other investments                                          342       348      264       309
LIABILITIES
  Other policyholder funds (1)                            11,734    11,168   11,709    11,726
                                                         ------------------------------------
</TABLE>

    (1) Excludes corporate owned life insurance and universal life insurance
contracts.

                                      F-13
<PAGE>
5. SEPARATE ACCOUNTS

Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $110.4 billion and $90.3 billion as of December 31, 1999
and 1998, respectively, which are reported at fair value. Separate account
assets, which are segregated from other investments, reflect two categories of
risk assumption: non-guaranteed separate accounts totaling $101.7 billion and
$80.6 billion as of December 31, 1999 and 1998, respectively, wherein the
policyholder assumes substantially all the investment risk, and guaranteed
separate accounts totaling $8.7 and $9.7 billion as of December 31, 1999 and
1998, respectively, wherein Hartford Life Insurance Company contractually
guarantees either a minimum return or account value to the policyholder.
Included in non-guaranteed separate account assets were policy loans totaling
$860 and $1.8 billion as of December 31, 1999 and 1998, respectively. Net
investment income (including net realized capital gains and losses) and interest
credited to policyholders on separate account assets are not reflected in the
Consolidated Statements of Income.

Separate account management fees and other revenues were $1.1 billion, $908 and
$699 in 1999, 1998 and 1997, respectively. The guaranteed separate accounts
include fixed market value adjusted (MVA) individual annuities and modified
guaranteed life insurance. The average credited interest rate on these contracts
was 6.5% and 6.6% as of December 31, 1999 and 1998, respectively. The assets
that support these liabilities were comprised of $8.7 billion and $9.5 billion
in fixed maturities as of December 31, 1999 and 1998, respectively, and $0.2
billion of other invested assets as of December 31, 1998. The portfolios are
segregated from other investments and are managed to minimize liquidity and
interest rate risk. In order to minimize the risk of disintermediation
associated with early withdrawals, fixed MVA annuity and modified guaranteed
life insurance contracts carry a graded surrender charge as well as a market
value adjustment. Additional investment risk is hedged using a variety of
derivatives which totaled $(96) and $40 in carrying value and $2.0 billion and
$3.5 billion in notional amounts as of December 31, 1999 and 1998, respectively.

6. STATUTORY RESULTS

<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                                     ------------------------------------
                                                                      1999           1998           1997
<S>                                                                  <C>            <C>            <C>
                                                                     ------------------------------------
Statutory net income                                                 $  151         $  211         $  214
                                                                     ------------------------------------
Statutory capital and surplus                                        $1,905         $1,676         $1,441
                                                                     ------------------------------------
</TABLE>

A significant percentage of the consolidated statutory surplus is permanently
reinvested or is subject to various state regulatory restrictions which limit
the payment of dividends without prior approval. The total amount of statutory
dividends which may be paid by the insurance subsidiaries of the Company in
2000, without prior regulatory approval, is estimated to be $190.

Hartford Life Insurance Company and its domestic insurance subsidiaries prepare
their statutory financial statements in accordance with accounting practices
prescribed by the applicable state of domicile. Prescribed statutory accounting
practices include publications of the National Association of Insurance
Commissioners (NAIC), as well as state laws, regulations and general
administrative rules.

The NAIC adopted the Codification of Statutory Accounting Principles (SAP) in
March 1998. The proposed effective date for the statutory accounting guidance is
January 1, 2001. It is expected that Hartford Life Insurance Company's
domiciliary state will adopt the SAP and the Company will make the necessary
changes required for implementation. The Company has not yet determined the
impact that the SAP will have on the statutory financial statements of Hartford
Life Insurance Company and its insurance subsidiaries.

7. STOCK COMPENSATION PLANS

Hartford Life Insurance Company's employees are included in the 1997 Hartford
Life, Inc. Incentive Stock Plan (the "Plan"), which was adopted during the
second quarter of 1997. Under the Plan, options granted may be either non-
qualified options or incentive stock options qualifying under Section 422A of
the Internal Revenue Code, stock appreciation rights, performance shares or
restricted stock, or any combination of the foregoing. The aggregate number of
shares of Class A Common Stock which may be awarded in any one year shall be
subject to an annual limit. The maximum number of shares of Class A Common Stock
which may be granted under the Plan in each year shall be 1.5% of the total
issued and outstanding shares of Hartford Life Class A and Class B Common Stock
and treasury stock as reported in the Annual Report on Hartford Life's Form 10-K
of the Company for the preceding year plus unused portions of such limit from
prior years.

In addition, no more than 5 million shares of Class A Common Stock shall be
cumulatively available for awards of incentive stock options under the Plan, and
no more than 20% of the total number of shares on a cumulative basis shall be
available for restricted stock and performance shares awards. Performance shares
awards of common stock granted under the Plan become payable upon the attainment
of specific performance goals achieved over a three year period.

                                      F-14
<PAGE>
All options granted have an exercise price equal to the market price of the
Company's stock on the date of grant and an option's maximum term is ten years.
Certain non-performance based options become exercisable upon the attainment of
specified market price appreciation of Hartford Life's common shares or at seven
years after the date of grant, while the remaining non-performance based options
become exercisable over a three year period commencing with the date of grant.

During the second quarter of 1997, Hartford Life established the Hartford Life,
Inc. Employee Stock Purchase Plan (ESPP). Under this plan, eligible employees of
Hartford Life and the Company may purchase Class A Common Stock of Hartford Life
at a 15% discount from the lower of the market price at the beginning or end of
the quarterly offering period. Hartford Life may sell up to 2,700,000 shares of
stock to eligible employees. Hartford Life sold 120,694, 121,943 and 54,316
shares under the ESPP in 1999, 1998 and 1997, respectively. The weighted average
fair value of the discount under the ESPP was $7.48 per share in 1999, $13.74
per share in 1998 and $9.63 per share in 1997.

8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS

(A) PENSION PLANS

Hartford Life Insurance Company's employees are included in The Hartford's
noncontributory defined benefit pension plans. These plans provide pension
benefits that are based on years of service and the employee's compensation
during the last ten years of employment. The Company's funding policy is to
contribute annually an amount between the minimum funding requirements set forth
in the Employee Retirement Income Security Act of 1974, as amended, and the
maximum amount that can be deducted for U.S. federal income tax purposes.
Generally, pension costs are funded through the purchase of the Company's group
pension contracts. The cost to the Company was approximately $6 in both 1999 and
1998, and $5 in 1997.

The Company also provides, through The Hartford, certain health care and life
insurance benefits for eligible retired employees. A substantial portion of the
Company's employees may become eligible for these benefits upon retirement. The
Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1999, 1998 and 1997.

The assumed rate in the per capita cost of health care (the health care trend
rate) was 7.1% for 1999, decreasing ratably to 5.0% in the year 2003. Increasing
or decreasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions, the effect will be amortized over the average future
service of covered employees.

(B) INVESTMENT AND SAVINGS PLAN

Substantially all employees of the Company are eligible to participate in The
Hartford's Investment and Savings Plan. Under this plan, designated
contributions, which may be invested in Class A Common Stock of Hartford Life or
certain other investments, are matched, up to 3% of compensation, by the
Company. The cost to Hartford Life Insurance Company for the above-mentioned
plan was approximately $4 in both 1999 and 1998, and $2 in 1997.

9. REINSURANCE

Hartford Life Insurance Company cedes insurance to other insurers in order to
limit its maximum losses. Such transfer does not relieve Hartford Life Insurance
Company of its primary liability. Failure of reinsurers to honor their
obligations could result in losses to Hartford Life Insurance Company. Hartford
Life Insurance Company reduces this risk by evaluating the financial condition
of reinsurers, and monitoring for possible concentrations of credit risk.
Hartford Life Insurance Company has no significant reinsurance related
concentrations of credit risk.

The Company records a receivable for the portion of reinsured benefits paid and
insurance liabilities. Reinsurance recoveries on ceded reinsurance contracts
were $397, $300 and $418 for the years ended December 31, 1999, 1998 and 1997,
respectively. Hartford Life Insurance Company also assumes insurance from other
insurers.

The effect of reinsurance on premiums and other considerations is summarized as
follows:

<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                                     ------------------------------------
                                                                      1999           1998           1997
<S>                                                                  <C>            <C>            <C>
                                                                     ------------------------------------
Direct premiums and other considerations                             $2,660         $2,722         $2,164
Reinsurance assumed                                                      95            150            159
Reinsurance ceded                                                      (710)          (654)          (686)
                                                                     ------------------------------------
                           PREMIUMS AND OTHER CONSIDERATIONS         $2,045         $2,218         $1,637
                                                                     ------------------------------------
</TABLE>

                                      F-15
<PAGE>
Hartford Life Insurance Company maintains certain reinsurance agreements with
HLA, whereby the Company cedes both group life and group accident and health
risk. Under these treaties, the Company ceded group life premium of $119, $132
and $80 in 1999, 1998 and 1997, respectively, and accident and health premium of
$430, $379, and $335, respectively, to HLA.

Pursuant to a reinsurance agreement dating back to 1992, the Company assumed
100% of certain blocks of individual life insurance from HLA. Under this
reinsurance agreement Hartford Life Insurance Company assumed $9, $13 and $18 of
premium from HLA in 1999, 1998 and 1997, respectively. On December 1, 1999, HLA
recaptured this in force block of individual life insurance previously ceded to
the Company. This commutation resulted in a reduction in the Company's assets of
$666, consisting of $556 of invested assets, $99 of deferred policy acquisition
costs and $11 of other assets. Liabilities decreased $650, consisting of $543 of
other policyholder funds, $60 of future policy benefits and $47 of other
liabilities. As a result, the Company recognized an after-tax loss relating to
this transaction of $16.

In 1998, the Hartford Life recaptured an in force block of Corporate Owned Life
Insurance (COLI) business previously ceded to MBL Assurance Co. of New Jersey
(MBL Life). The transaction was consummated through an assignment of a
reinsurance arrangement between Hartford Life and MBL Life to a Hartford Life
subsidiary. Hartford Life originally assumed the life insurance block in 1992
from Mutual Benefit Life, which was placed in court-supervised rehabilitation in
1991, and reinsured a portion of those policies back to MBL Life. This recapture
was effective January 1, 1998 and resulted in a decrease in ceded premiums and
other considerations of $163 in 1998. Additionally, this transaction resulted in
a decrease in reinsurance recoverables of $4.8 billion, which was exchanged for
the fair value of assets comprised of $4.3 billion in policy loans and $443 in
other net assets.

10. INCOME TAX

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

As long as The Hartford continues to own at least 80% of the combined voting
power and 80% of the value of the outstanding capital stock of Hartford Life,
the Company will be included for federal income tax purposes in the affiliated
group of which The Hartford is the common parent. It is the intention of The
Hartford and its non-life subsidiaries to file a single consolidated federal
income tax return. The life insurance companies will file a separate
consolidated federal income tax return for 1997 and 1998 and intend to file a
separate consolidated federal income tax return for 1999. The Company's
effective tax rate was 35%, 35% and 36% in 1999, 1998 and 1997, respectively.

Income tax expense (benefit) is as follows:

<TABLE>
<CAPTION>
                                                                          For the years ended
                                                                              December 31,
                                                                     ------------------------------
                                                                     1999         1998         1997
<S>                                                                  <C>          <C>          <C>
                                                                     ------------------------------
Current                                                              $(50)        $307         $162
Deferred                                                              241         (119)           5
                                                                     ------------------------------
                                          INCOME TAX EXPENSE         $191         $188         $167
                                                                     ------------------------------
</TABLE>

A reconciliation of the tax provision at the U.S. federal statutory rate to the
provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
                                                                          For the years ended
                                                                              December 31,
                                                                     ------------------------------
                                                                     1999         1998         1997
<S>                                                                  <C>          <C>          <C>
                                                                     ------------------------------
Tax provision at the U.S. federal statutory rate                     $193         $188         $164
Other                                                                  (2)          --            3
                                                                     ------------------------------
                                                       TOTAL         $191         $188         $167
                                                                     ------------------------------
</TABLE>

Deferred tax assets (liabilities) include the following as of December 31:

<TABLE>
<CAPTION>
                                                                      1999    1998
<S>                                                           <C>     <C>     <C>
                                                              ---------------------
Tax basis deferred policy acquisition costs                           $ 720   $ 751
Financial statement deferred policy acquisition costs and
 reserves                                                                11     103
Employee benefits                                                        (3)      4
Net unrealized capital losses (gains) on securities                     138     (98)
Investments and other                                                  (407)   (296)
                                                              ---------------------
                                                       TOTAL          $ 459   $ 464
                                                              ---------------------
</TABLE>

                                      F-16
<PAGE>
Hartford Life Insurance Company had a current tax receivable of $56 as of
December 31, 1999 and a current tax payable of $65 as of December 31, 1998.

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax Act
of 1959 permitted the deferral from taxation of a portion of statutory income
under certain circumstances. In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and, based on current tax law,
will be taxable in the future only under conditions which management considers
to be remote; therefore, no federal income taxes have been provided on the
balance in this account, which for tax return purposes was $104 as of December
31, 1999.

11. RELATED PARTY TRANSACTIONS

Transactions of the Company with its affiliates relate principally to tax
settlements, reinsurance, insurance coverage, rental and service fees, payment
of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by The Hartford. Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which, depending on type, are allocated based on either a
percentage of direct expenses or on utilization. Indirect expenses allocated to
the Company by The Hartford were $47 in both 1999 and 1998 and $39 in 1997.

12. COMMITMENTS AND CONTINGENT LIABILITIES

(A) LITIGATION

Hartford Life Insurance Company is involved in pending and threatened litigation
in the normal course of its business in which claims for alleged economic and
punitive damages have been asserted. Some of these cases have been filed as
purported class actions and some cases have been filed in certain jurisdictions
that permit punitive damage awards disproportionate to the actual damages
incurred. Although there can be no assurances, at the present time the Company
does not anticipate that the ultimate liability arising from such pending or
threatened litigation, after consideration of provisions made for estimated
losses and costs of defense, will have a material adverse effect on the
financial condition or operating results of the Company.

(B) GUARANTY FUNDS

Under insurance guaranty fund laws in each state, the District of Columbia and
Puerto Rico, insurers licensed to do business can be assessed by state insurance
guaranty associations for certain obligations of insolvent insurance companies
to policyholders and claimants. Recent regulatory actions against certain large
life insurers encountering financial difficulty have prompted various state
insurance guaranty associations to begin assessing life insurance companies for
the deemed losses. Most of these laws do provide, however, that an assessment
may be excused or deferred if it would threaten an insurer's solvency and
further provide annual limits on such assessments. Part of the assessments paid
by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company paid guaranty
fund assessments of approximately $2, $9 and $15 in 1999, 1998 and 1997,
respectively, of which $1 in 1999 and $4 in both 1998 and 1997 were estimated to
be creditable against premium taxes.

(C) LEASES

The rent paid to Hartford Fire for space occupied by the Company was $9 in 1999
and $7 in both 1998 and 1997. Future minimum rental commitments are as follows:

<TABLE>
<S>                                                           <C>
2000                                                          $     14
2001                                                                14
2002                                                                13
2003                                                                12
2004                                                                12
Thereafter                                                          62
                                                              --------
                                                       TOTAL  $    127
                                                              --------
</TABLE>

The principal executive offices of Hartford Life Insurance Company, together
with its parent, are located in Simsbury, Connecticut. Rental expense is
recognized on a level basis over the term of the primary sublease for the
facility located in Simsbury, Connecticut, which expires on December 31, 2009,
and amounted to approximately $9 in each of the years ended December 31, 1999,
1998 and 1997.

(D) TAX MATTERS

Hartford Life's federal income tax returns are routinely audited by the Internal
Revenue Service. Hartford Life's 1996-1997 federal income tax returns are
currently under audit by the Internal Revenue Service. Management believes that
sufficient provision has been made in the financial statements for issues that
may result from tax examinations and other tax related matters for all open tax
years.

                                      F-17
<PAGE>
13. SEGMENT INFORMATION

Hartford Life Insurance Company is organized into three reportable operating
segments which include Investment Products, Individual Life and Corporate Owned
Life Insurance (COLI). Investment Products offers individual fixed and variable
annuities, mutual funds, retirement plan services other investment products.
Individual Life sells a variety of life insurance products, including variable
life, universal life, interest sensitive whole life and term life insurance.
COLI primarily offers variable products used by employers to fund non-qualified
benefits or other post-employment benefit obligations as well as leveraged COLI.
The Company includes in "Other" corporate items not directly allocable to any of
its reportable operating segments, as well as certain employee benefit products
including group life and disability insurance that is directly written by the
Company and is substantially ceded to its parent, HLA.

The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2.
Hartford Life Insurance Company evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the amortization of net realized capital gains
and losses through net investment income utilizing the duration of the segment's
investment portfolios. The Company's revenues are primarily derived from
customers within the United States. The Company's long-lived assets primarily
consist of deferred policy acquisition costs and deferred tax assets from within
the United States. The following tables outlines summarized financial
information concerning the Company's segments.

<TABLE>
<CAPTION>
                                                         Investment  Individual
1999                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         --------------------------------------------------
Total revenues                                            $  1,884     $  574    $   830   $  112  $  3,400
Net investment income                                          699        169        431       60     1,359
Amortization of deferred policy acquisition costs              411        128         --       --       539
Income tax expense (benefit)                                   159         37         15      (20)      191
Net income (loss)                                              300         68         28      (35)      361
Assets                                                     106,352      5,962     20,198    2,453   134,965
</TABLE>

<TABLE>
<CAPTION>
                                                         Investment  Individual
1998                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         --------------------------------------------------
Total revenues                                             $ 1,779     $  543    $ 1,567   $   86  $  3,975
Net investment income                                          736        181        793       49     1,759
Amortization of deferred policy acquisition costs              326        105         --       --       431
Income tax expense (benefit)                                   145         35         12       (4)      188
Net income (loss)                                              270         64         24       (8)      350
Assets                                                      87,207      5,228     22,631    3,197   118,263
</TABLE>

<TABLE>
<CAPTION>
                                                         Investment  Individual
1997                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         -------------------------------------------------
Total revenues                                             $ 1,510     $  487    $   980   $   32  $ 3,009
Net investment income                                          739        164        429       36    1,368
Amortization of deferred policy acquisition costs              250         83         --        2      335
Income tax expense                                             111         30         15       11      167
Net income                                                     206         55         27       14      302
Assets                                                      72,288      4,914     17,800    2,743   97,745
</TABLE>

14. QUARTERLY RESULTS FOR 1999 AND 1998 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
                                         March 31,           June 30,          September 30,       December 31,
                                     ------------------------------------------------------------------------------
                                       1999      1998      1999      1998      1999      1998      1999       1998
                                     ------------------------------------------------------------------------------
Revenues                               $838      $915      $853      $721      $846      $826      $863     $1,513
Benefits, claims and expenses           703       787       722       591       695       688       728      1,371
Net income                               88        83        85        85       100        89        88         93
</TABLE>

                                      F-18
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      SCHEDULE I -- SUMMARY OF INVESTMENTS
                      OTHER THAN INVESTMENTS IN AFFILIATES
                            AS OF DECEMBER 31, 1999
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                         Amount at
                                                                             Fair       which shown
                                          Type of Investment       Cost      Value    on Balance Sheet
<S>                                                               <C>       <C>       <C>
                                                                  ------------------------------------
FIXED MATURITIES
Bonds and Notes
  U.S. Government and Government agencies and authorities
   (guaranteed and sponsored)                                     $   180   $   182       $   182
  U.S. Government and Government agencies and authorities
   (guaranteed and sponsored) -- asset backed                       1,094     1,064         1,064
  States, municipalities and political subdivisions                   155       156           156
  Foreign governments                                                 289       281           281
  Public utilities                                                    865       833           833
  All other corporate, including international                      5,646     5,420         5,420
  All other corporate -- asset backed                               4,103     3,985         3,985
  Short-term investments                                            1,156     1,156         1,156
  Certificates of deposit                                             434       422           422
  Redeemable preferred stock                                            1        --            --
                                                                  ------------------------------------
                                      TOTAL FIXED MATURITIES       13,923    13,499        13,499
                                                                  ------------------------------------

EQUITY SECURITIES
 Common Stocks
  Industrial and miscellaneous                                         49        56            56
                                                                  ------------------------------------
                                     TOTAL EQUITY SECURITIES           49        56            56
                                                                  ------------------------------------
                TOTAL FIXED MATURITIES AND EQUITY SECURITIES       13,972    13,555        13,555
                                                                  ------------------------------------
Policy Loans                                                        4,187     4,187         4,187
                                                                  ------------------------------------
OTHER INVESTMENTS
  Mortgage loans on real estate                                       198       198           198
  Other invested assets                                               127       150           144
                                                                  ------------------------------------
                                     TOTAL OTHER INVESTMENTS          325       348           342
                                                                  ------------------------------------
                                           TOTAL INVESTMENTS      $18,484   $18,090       $18,084
                                                                  ------------------------------------
</TABLE>

                                      S-1
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN MILLIONS)
<TABLE>
<CAPTION>
                                                                                                         Net      Benefits,
                                  Deferred                                                             Realized   Claims and
                                   Policy       Future       Other          Premiums         Net       Capital      Claim
                                 Acquisition    Policy    Policyholder     and Other      Investment    Gains     Adjustment
Segment                             Costs      Benefits      Funds       Considerations     Income     (Losses)    Expenses
<S>                              <C>           <C>        <C>            <C>              <C>          <C>        <C>
                                 -------------------------------------------------------------------------------------------

1999
Investment Products                $3,099       $2,744      $ 8,859          $1,185         $  699       $--        $  660
Individual Life                       914          270        1,880             405            169        --           254
Corporate Owned Life Insurance         --          321        5,244             399            431        --           621
Other                                  --          997           21              56             60        (4)           39
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $4,013       $4,332      $16,004          $2,045         $1,359       $(4)       $1,574
                                 -------------------------------------------------------------------------------------------
1998
                                 -------------------------------------------------------------------------------------------
Investment Products                $2,823       $2,407      $ 9,194          $1,043         $  736       $--        $  670
Individual Life                       931          466        2,307             363            181        (1)          262
Corporate Owned Life Insurance         --          225        8,097             774            793        --           924
Other                                  --          497           17              38             49        (1)           55
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $3,754       $3,595      $19,615          $2,218         $1,759       $(2)       $1,911
                                 -------------------------------------------------------------------------------------------
1997
                                 -------------------------------------------------------------------------------------------
Investment Products                $2,478       $2,070      $ 9,620          $  771         $  739       $--        $  677
Individual Life                       837          392        2,182             323            164        --           242
Corporate Owned Life Insurance         --           56        9,259             551            429        --           439
Other                                  --          541          (27)             (8)            36         4            21
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $3,315       $3,059      $21,034          $1,637         $1,368       $ 4        $1,379
                                 -------------------------------------------------------------------------------------------

<CAPTION>
                                 Amortization
                                 of Deferred
                                    Policy
                                 Acquisition    Dividends to     Other
Segment                             Costs       Policyholders   Expenses
<S>                              <C>            <C>             <C>
                                 ---------------------------------------
1999
Investment Products                  $411           $ --          $354
Individual Life                       128             --            87
Corporate Owned Life Insurance         --            104            62
Other                                  --             --           128
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $539           $104          $631
                                 ---------------------------------------
1998
                                 ---------------------------------------
Investment Products                  $326           $ --          $368
Individual Life                       105             --            77
Corporate Owned Life Insurance         --            329           278
Other                                  --             --            43
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $431           $329          $766
                                 ---------------------------------------
1997
                                 ---------------------------------------
Investment Products                  $250           $ --          $266
Individual Life                        83             --            77
Corporate Owned Life Insurance         --            240           259
Other                                   2             --           (16)
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $335           $240          $586
                                 ---------------------------------------
</TABLE>

                                      S-2
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                     Percentage
                                          Gross        Ceded to        Assumed From       Net        of Amount
                                          Amount    Other Companies   Other Companies    Amount    Assumed to Net
<S>                                      <C>        <C>               <C>               <C>        <C>
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED
 DECEMBER 31, 1999
Life insurance in force                  $307,970      $131,162           $11,785       $188,593         6.2%
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  2,212      $    275           $    84       $  2,021         4.2%
Accident and health insurance                 448           435                11             24        45.8%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,660      $    710           $    95       $  2,045         4.6%
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
                                         ------------------------------------------------------------------------
Life insurance in force                  $326,400      $200,782           $18,289        143,907        12.7%
                                         ------------------------------------------------------------------------
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  2,329      $    271               142       $  2,200         6.5%
Accident and health insurance                 393           383                 8             18        44.4%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,722      $    654               150       $  2,218         6.8%
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
                                         ------------------------------------------------------------------------
Life insurance in force                  $245,487      $178,771           $33,156       $ 99,872        33.2%
                                         ------------------------------------------------------------------------
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  1,818      $    340           $   157       $  1,635         9.6%
Accident and health insurance                 346           346                 2              2       100.0%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,164      $    686           $   159       $  1,637         9.7%
                                         ------------------------------------------------------------------------
</TABLE>

                                      S-3


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