HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO QP VARI ACCO
497, 1995-05-09
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<PAGE>

   HARTFORD
   LIFE INSURANCE COMPANY
   VARIABLE ANNUITY CONTRACTS
   ISSUED BY HARTFORD INSURANCE COMPANY WITH RESPECT
   TO SEPARATE ACCOUNT TWO (VARIABLE ACCOUNT QP)
   [LOGO]

     The  variable annuity Contracts (the  "Contract" or "Contracts") described
 in this Prospectus are designed for purchase for retirement planning  purposes
 only.

     The  Contracts  are  issued  by Hartford  Life  Insurance  Company ("HL").
 Payments for the Contracts will be held in a series of Hartford Life Insurance
 Company Separate Account Two ("Variable Account QP" or the "Separate Account")
 of HL.

     The Contracts are designed for  use in conjunction with Qualified  Pension
 and  Profit-Sharing Plans, HR-10 Plans, Tax-Deferred Annuity Plans (for public
 school teachers and employees  and employees of  certain other tax-exempt  and
 qualifying  employers),  deferred  compensation  plans  for  state  and  local
 governments (the  Contract  reserves for  which  are afforded  qualified  plan
 reserve treatment) and Individual Retirement Annuities or Accounts ("IRA's").

     The  following Sub-Accounts  are available  under the  Contracts. Opposite
 each Sub-Account is the name of the underlying investment for that Account.

 Bond Fund Sub-Account         --  shares of Hartford Bond Fund, Inc. ("Bond
                                   Fund") (formerly the Fixed Income Fund)
 Stock Fund Sub-Account        --  shares of Hartford Stock Fund, Inc. ("Stock
                                   Fund")
 Money Market Fund             --  shares of HVA Money Market Fund, Inc. ("Money
   Sub-Account*                    Market Fund")*

 *    (not available under Contracts issued on or after December 7, 1981)

 This Prospectus sets  forth the  information concerning  the Separate  Account
 that  investors ought to know before investing. This Prospectus should be kept
 for future reference.  Additional information about  the Separate Account  has
 been  filed  with  the Securities  and  Exchange Commission  and  is available
 without charge upon request. To obtain the Statement of Additional Information
 send a  written  request  to  Hartford  Life  Insurance  Company,  Attn:  RPVA
 Administration,  P.O. Box 2999, Hartford, CT 06104-2999. The Table of Contents
 for the Statement of Additional  Information may be found  on page 31 of  this
 Prospectus.  The  Statement  of  Additional  Information  is  incorporated  by
 reference to this Prospectus.
 ------------------------------------------------------------------------------
 THESE SECURITIES HAVE NOT BEEN APPROVED  OR DISAPPROVED BY THE SECURITIES  AND
 EXCHANGE  COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
 AND EXCHANGE COMMISSION  OR ANY  STATE SECURITIES COMMISSION  PASSED UPON  THE
 ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
 A CRIMINAL OFFENSE.
 ------------------------------------------------------------------------------
 Prospectus Dated: May 1, 1995
 Statement of Additional Information Dated: May 1, 1995
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                 PAGE
- ----------------------------------------------------------------------  ----
<S>                                                                     <C>
GLOSSARY OF SPECIAL TERMS.............................................    3
FEE TABLE.............................................................    5
SUMMARY...............................................................    8
ACCUMULATION UNIT VALUES..............................................   10
INTRODUCTION..........................................................   11
THE QP VARIABLE ACCOUNT CONTRACT AND SEPARATE ACCOUNT TWO
  (QP VARIABLE ACCOUNT)...............................................   11
  What is the Variable Account QP Contract?...........................   11
  Who can buy these Contracts?........................................   11
  What is the Separate Account and how does it operate?...............   11
OPERATION OF THE CONTRACT.............................................   12
  How is a Contribution credited?.....................................   12
  May I make changes in the amounts of my Contributions?..............   13
  Are there any limits on Contributions?..............................   13
  May I transfer assets between Sub-Accounts?.........................   13
  May I obtain a Contract in exchange for another Contract?...........   13
  What happens if a Contract Owner fails to make Contributions?.......   14
  May I assign or transfer my Contract?...............................   14
  How do I know what my account is worth?.............................   14
  How is the Accumulation Unit value determined?......................   14
  How are the underlying Fund shares valued?..........................   14
PAYMENT OF BENEFITS...................................................   15
  What would my Beneficiary receive as death proceeds?................   15
  How can a Contract be redeemed or surrendered?......................   15
  Is a partial termination of a Contract allowed?.....................   16
  Can payment of the redemption or surrender value ever be postponed
    by HL
    beyond the seven day period?......................................   17
  May I surrender once Annuity payments have started?.................   17
  May I reinvest after a redemption?..................................   17
  Can a Contract be suspended by a Contract Owner?....................   17
  How do I elect an Annuity Commencement Date and Form of Annuity?....   17
  What is the minimum amount that I may select for an Annuity
    payment?..........................................................   18
  What are the available Annuity Options under the Contract?..........   18
  How are Annuity payments determined?................................   19
  Can a Contract be modified?.........................................   20
CHARGES UNDER THE CONTRACT............................................   21
  How are the charges under these Contracts made?.....................   21
  Are there any differences in charges made?..........................   22
  What is the mortality and expense risk charge?......................   22
  Are there any administrative charges?...............................   23
  How much are deductions for Premium Taxes on these Contracts?.......   23
HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS.........................   23
  What is HL?.........................................................   23
  What are the Funds?.................................................   23
FEDERAL TAX CONSIDERATIONS............................................   24
  What are some of the federal tax consequences which affect these
    Contracts?........................................................   24
MISCELLANEOUS.........................................................   28
  What are my voting rights?..........................................   28
  Will other Contracts be participating in this Separate Account?.....   28
  How are the Contracts sold?.........................................   28
  Who is the custodian of the Separate Account's assets?..............   29
  Are there any material legal proceedings affecting the Separate
    Account?..........................................................   29
  Are you relying on any experts as to any portion of this
    Prospectus?.......................................................   29
  How may I get additional information?...............................   29
APPENDIX..............................................................   30
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION.............   35
</TABLE>

                                       2
<PAGE>
                           GLOSSARY OF SPECIAL TERMS

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

ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.

ACTIVE  LIFE  FUND:  A  term  used to  describe  the  sum  of  all Participants'
Individual Account value(s) in the Separate Account under a Contract during  the
Accumulation Period.

ANNUAL   CONTRACT  FEE:  A  fee  charged  for  establishing  and  maintaining  a
Participant's Individual Account under a Contract.

ANNUITANT: A Participant on whose behalf Annuity payments are to be made under a
Contract.

ANNUITY: A series of  payments for life,  or for life with  a minimum number  of
payments  or  a  determinable  sum  guaranteed,  or  for  a  joint  lifetime and
thereafter during the lifetime of the survivor, or for payments for a designated
period.

ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to commence.

ANNUITY PERIOD: The period following the commencement of Annuity payments.

ANNUITY UNIT: An  accounting unit  of measure in  the Separate  Account used  to
calculate the amount of Variable Annuity payments.

BENEFICIARY: The person(s) 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  commencing with the effective date of the
Contract or with any anniversary thereof.

CONTRIBUTION(S):  The  amount(s)  paid  or  transferred  to  HL  on  behalf   of
Participant(s).

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

FUNDS: Currently, the Funds described commencing on page 23 of this Prospectus.

GENERAL  ACCOUNT: The General Account of  the Hartford Life Insurance Company in
which reserves are maintained for Fixed Annuities during the Annuity Period.

HL: Hartford Life Insurance Company.

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

PARTICIPANT: A person for whom an Individual Account has been establlished.

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

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

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

QUALIFIED  PLAN: A voluntary plan of an Employer which qualifies for special tax
treatment under Section 401 of the Internal Revenue Code.

SEPARATE ACCOUNT:  The HL  Separate Account  entitled "Hartford  Life  Insurance
Company Separate Account Two".

SUB-ACCOUNT:  Accounts established within the Separate Account with respect to a
Fund.

                                       3
<PAGE>
VALUATION DAY:  Every day  the New  York  Stock Exchange  is open  for  business
exclusive  of  the following  national  and local  business  holidays: Lincoln's
Birthday, Martin Luther King Day, Columbus Day, Veteran's Day, and the day after
Thanksgiving. The value of  the Separate Account is  determined at the close  of
the New York Stock Exchange (currently 4:00 p.m. Eastern Time) on such days.

VALUATION PERIOD: The period between successive Valuation Days.

VARIABLE ACCOUNT OP: A series of Separate Account Two.

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.

                                       4
<PAGE>
                                   FEE TABLE
         Separate Account Two (QP Variable Account)-Group Variable Only
                          Bond Fund Sub-Account 1.00%

<TABLE>
<S>                                                                                                           <C>
CONTRACT OWNER TRANSACTION EXPENSES SALES LOAD
    (as a percentage of premium payments or amount surrendered, as applicable)
    On the First $2,500:....................................................................................       5.000%
    Exchange Fee............................................................................................  $    0
    [Annual] Contract Fee...................................................................................  $      10    (1)
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
    Mortality and Expense Risk Fees.........................................................................       1.000   %
                                                                                                                  -----
                                                                                                                  -----
HARTFORD BOND ANNUAL EXPENSES (as a percentage of average net assets)
    Management Fees.........................................................................................       0.500   %
    Other Expenses..........................................................................................       0.047   %
                                                                                                                  -----
    Total [Portfolio Company] Annual Expenses...............................................................       0.547   %
                                                                                                                  -----
                                                                                                                  -----
</TABLE>

EXAMPLE

<TABLE>
<CAPTION>
                                                                                    1 YEAR       3 YEARS      5 YEARS     10 YEARS
                                                                                  -----------  -----------  -----------  -----------
<S>                                                                               <C>          <C>          <C>          <C>
If you surrender your contract at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      66    $     100    $     137    $     240
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
If you annuitize at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      66    $     100    $     137    $     239
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
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:..................................................   $      66    $     100    $     137    $     240
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
</TABLE>

(1) The  annual maintenance charge is  a single $10 charge  on a Contract. It is
    deducted proportionately from the investment options  in use at the time  of
    the charge. In the Example, the annual maintenance charge is approximated as
    a 0.04% annual asset charge based on the experience of the Contracts.

  Separate Account Two (QP Variable Account)--Combination Individual and Group
                              Allocated Contracts
                          Bond Fund Sub-Account 1.00%

<TABLE>
<S>                                                                                                                <C>
CONTRACT OWNER TRANSACTION EXPENSES SALES LOAD
    (as a percentage of premium payments or amount surrendered, as applicable)
    On the First $2,500:.........................................................................................      7.000%
    Exchange Fee.................................................................................................  $    0
    [Annual] Contract Fee........................................................................................  $      10(1)
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
    Mortality and Expense Risk Fees..............................................................................       1.000%
                                                                                                                   ---------
                                                                                                                   ---------
HARTFORD BOND ANNUAL EXPENSES (as a percentage of average net assets)
    Management Fees..............................................................................................       0.500%
    Other Expenses...............................................................................................       0.047%
                                                                                                                   ---------
    Total [Portfolio Company] Annual Expenses....................................................................       0.547%
                                                                                                                   ---------
                                                                                                                   ---------
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE                                                                             1 YEAR       3 YEARS      5 YEARS     10 YEARS
- --------------------------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                                               <C>          <C>          <C>          <C>
If you surrender your contract at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      86    $     120    $     157    $     260
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
If you annuitize at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      86    $     120    $     157    $     259
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
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:..................................................   $      86    $     120    $     157    $     260
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
</TABLE>

(1) The  annual maintenance charge is  a single $10 charge  on a Contract. It is
    deducted proportionately from the investment options  in use at the time  of
    the charge. In the Example, the annual maintenance charge is approximated as
    a 0.04% annual asset charge based on the experience of the Contracts.

                                       5
<PAGE>
        Separate Account Two (QP Variable Account)--Group Variable Only
                          Stock Fund Sub-Account 1.00%

<TABLE>
<S>                                                                                                           <C>
CONTRACT OWNER TRANSACTION EXPENSES SALES LOAD
    (as a percentage of premium payments or amount surrendered, as applicable)
    On the First $2,500:....................................................................................       5.000%
    Exchange Fee............................................................................................  $    0
    [Annual] Contract Fee...................................................................................  $      10    (1)
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
    Mortality and Expense Risk Fees.........................................................................       1.000   %
                                                                                                                  -----
                                                                                                                  -----
HARTFORD STOCK ANNUAL EXPENSES (as a percentage of average net assets)
    Management Fees.........................................................................................       0.462   %
    Other Expenses..........................................................................................       0.039   %
                                                                                                                  -----
    Total [Portfolio Company] Annual Expenses...............................................................       0.501   %
                                                                                                                  -----
                                                                                                                  -----
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE                                                                             1 YEAR       3 YEARS      5 YEARS     10 YEARS
- --------------------------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                                               <C>          <C>          <C>          <C>
If you surrender your contract at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      66    $      49    $      85    $     185
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
If you annuitize at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      15    $      49    $      84    $     184
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
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:..................................................   $      16    $      49    $      85    $     185
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
</TABLE>

(1) The  annual maintenance charge is  a single $10 charge  on a Contract. It is
    deducted proportionally from the  investment options in use  at the time  of
    the charge. In the Example, the annual maintenance charge is approximated as
    a 0.04% annual asset charge based on the experience of the Contracts.

  Separate Account Two (QP Variable Account)--Combination Individual and Group
                              Allocated Contracts
                          Stock Fund Sub-Account 1.00%

<TABLE>
<S>                                                                                                           <C>
CONTRACT OWNER TRANSACTION EXPENSES SALES LOAD
    (as a percentage of premium payments or amount surrendered, as applicable)
    On the First $2,500:....................................................................................       7.000%
    Exchange Fee............................................................................................  $    0
    [Annual] Contract Fee...................................................................................  $      10    (1)
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
    Mortality and Expense Risk Fees.........................................................................       1.000   %
                                                                                                                  -----
                                                                                                                  -----
HARTFORD STOCK ANNUAL EXPENSES (as a percentage of average net assets)
    Management Fees.........................................................................................       0.462   %
    Other Expenses..........................................................................................       0.039   %
                                                                                                                  -----
    Total [Portfolio Company] Annual Expenses...............................................................       0.501   %
                                                                                                                  -----
                                                                                                                  -----
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE                                                                             1 YEAR       3 YEARS      5 YEARS     10 YEARS
- --------------------------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                                               <C>          <C>          <C>          <C>
If you surrender your contract at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      86    $     119    $     155    $     255
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
If you annuitize at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      85    $     119    $     154    $     254
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
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:..................................................   $      86    $     119    $     155    $     255
                                                                                         ---        -----        -----        -----
                                                                                         ---        -----        -----        -----
</TABLE>

(1) The  annual maintenance charge is  a single $10 charge  on a Contract. It is
    deducted proportionally from the  investment options in use  at the time  of
    the charge. In the Example, the annual maintenance charge is approximated as
    a 0.04% annual asset charge based on the experience of the Contracts.

                                       6
<PAGE>
   Separate Account Two (QP Variable Account)--Group Variable Only Contracts
                      Money Market Fund Sub-Account 1.00%

<TABLE>
<S>                                                                                                                <C>
CONTRACT OWNER TRANSACTION EXPENSES SALES LOAD
    (as a percentage of premium payments or amount surrendered, as applicable)
    On the First $2,500: ........................................................................................      0.000%
    Exchange Fee.................................................................................................  $    0
    [Annual] Contract Fee........................................................................................  $       0
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average account value)
    Mortality and Expense Risk Fees..............................................................................       1.000%
                                                                                                                   ---------
                                                                                                                   ---------
HVA MONEY MARKET ANNUAL EXPENSES (as a percentage of average net assets)
    Management Fees..............................................................................................       0.425%
    Other Expenses...............................................................................................       0.049%
                                                                                                                   ---------
    Total [Portfolio Company] Annual Expenses....................................................................       0.474%
                                                                                                                   ---------
                                                                                                                   ---------
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE                                                                             1 YEAR       3 YEARS      5 YEARS     10 YEARS
- --------------------------------------------------------------------------------  -----------  -----------  -----------  -----------
<S>                                                                               <C>          <C>          <C>          <C>
If you surrender your contract at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      15    $      47    $      81    $     177
                                                                                         ---          ---          ---        -----
                                                                                         ---          ---          ---        -----
If you annuitize at the end of the applicable time period:
    You would pay the following expenses on a $1,000 investment, assuming a 5%
      annual return on assets:..................................................   $      15    $      47    $      81    $     177
                                                                                         ---          ---          ---        -----
                                                                                         ---          ---          ---        -----
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:..................................................   $      15    $      47    $      81    $     177
                                                                                         ---          ---          ---        -----
                                                                                         ---          ---          ---        -----
</TABLE>

                                       7
<PAGE>
                                    SUMMARY

A. CONTRACTS OFFERED

    The Contracts are designed for use in conjunction with Qualified Pension and
Profit-Sharing Plans, HR-10 Plans, Tax-Deferred Annuity Plans (for public school
teachers  and employees and employees of certain other tax-exempt and qualifying
employers), deferred compensation  plans for  state and  local governments  (the
Contract  reserves for which are afforded  qualified plan reserve treatment) and
IRA's.

B. DEDUCTIONS FOR SALES CHARGES

    Each periodic payment made  under the Contracts will  be subject to a  sales
charge  deduction and a deduction of .75%  of each payment for the Minimum Death
Benefit provided by  HL. (See, "How  are the charges  in these Contracts  made?"
page 18.) A further deduction will be made for any Premium Taxes that may be due
(see  "How much are  deductions for Premium  Taxes on these  Contracts?" on page
23).

C. MINIMUM DEATH BENEFITS

    A Minimum Death Benefit is provided in the event of death of the Participant
under  a  Participant's  Individual  Account   prior  to  the  earlier  of   the
Participant's 65th birthday or the Annuity Commencement Date (see "What would my
Beneficiary receive as death proceeds?" commencing on page 15).

D. ANNUITY OPTIONS

    The  Annuity Commencement Date will not be deferred beyond the Participant's
75th birthday or  such earlier  date may be  required by  applicable law  and/or
regulation.  If a Contract Owner does not elect otherwise, HL reserves the right
to begin Annuity payments at age 65 under an option providing for a life Annuity
with 120 monthly payments certain (see  "What are the available Annuity  options
under  the Contract?" on page 18). However, HL will not assume responsibility in
determining or monitoring minimum distributions beginning at age 70 1/2.

E. DEDUCTIONS FOR PREMIUM TAXES

    Deductions will be made as appropriate, for the payment of any Premium Taxes
that may be levied against the Contract.  The range is generally between 0%  and
4.00%, (see "Charges Under The Contract" commencing on page 21).

F. ASSET CHARGE IN THE SEPARATE ACCOUNT

    For  assuming the mortality  and expense risks under  the Contracts, HL will
make a daily  charge against  the value  of the  Contract held  in the  Separate
Account  at  the  rate of  1.00%  per annum  on  the  Bond Fund  and  Stock Fund
Sub-Accounts and .375%  per annum  on the  Money Market  Fund Sub-Account.  (See
"What is the Mortality and Expense Risk Charge?" on page 22.)

G. ANNUAL CONTRACT FEE

    An   Annual  Contract  Fee  will  be  charged  against  the  value  of  each
Participant's Individual Account under  a Contract at the  end of each  calendar
year  and at the time  of full surrender of  account values. The Annual Contract
Fee is set at $10.00 per year  on all Contracts. No Contract fee deduction  will
be  made during  the Annuity payment  period. (See "Charges  Under The Contract"
commencing on page 21.)

H. MINIMUM PAYMENT

    The minimum  Contribution  that  may be  made  each  month on  behalf  of  a
Participant's  Individual Account under a Contract is $30.00 unless the Contract
Owner provides otherwise.

                                       8
<PAGE>
I. VOTING RIGHTS OF CONTRACT OWNERS

    Contract Owners and/or vested  Participants will have the  right to vote  on
matters  affecting the underlying Fund to  the extent that proxies are solicited
by such Fund. If a Contract Owner does not vote, HL shall vote such interest  in
the  same proportion  as shares  of the  Fund for  which instructions  have been
received by HL (see "What are my voting rights?" on page 28).

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

    The folllowing information for  each of the five  years in the period  ended
December  31, 1994, has been examined by Arthur Andersen LLP, Independent public
accountants, whose report  thereon is  included in the  Statement of  Additional
Information, which is Incorporated by reference to this Prospectus.
<TABLE>
<CAPTION>
                                                                              YEAR ENDED DECEMBER 31,
                                                       ----------------------------------------------------------------------
                                                        1994    1993    1992    1991    1990    1989    1988    1987    1986
                                                       ------  ------  ------  ------  ------  ------  ------  ------  ------
<S>                                                    <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>     <C>
QP VARIABLE ACCOUNT (1.00%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period.......  $3.795  $3.478  $3.328  $2.887  $2.690  $2.423  $2.275  $2.298  $2.069
Accumulation unit value at end of period.............  $3.609  $3.795  $3.478  $3.328  $2.887  $2.690  $2.423  $2.275  $2.298
Number accumulation units outstanding
 at end of period (in thousands).....................   1,668   1,854   1,978   2,151   2,316   2,643   3,393   3,948   4,964
QP VARIABLE ACCOUNT (1.00%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period.......  $7.192  $6.353  $5.831  $4.726  $4.966  $3.979  $3.378  $3.237  $2.911
Accumulation unit value at end of period.............  $6.986  $7.192  $6.353  $5.831  $4.726  $4.966  $3.979  $3.378  $3.237
Number accumulation units outstanding
 at end of period (in thousands).....................   4,284   4,669   4,890   5,296   5,847   6,576   8,528   9,889  12,384
QP VARIABLE ACCOUNT (.825%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period.......  $5.756  $5.076  $4.650  $3.763  $3.947  $3.157  $2.675  $2.559  $2.297
Accumulation unit value at end of period.............  $5.601  $5.756  $5.076  $4.650  $3.763  $3.947  $3.157  $2.675  $2.559
Number accumulation units outstanding
 at end of period (in thousands).....................   1,435   1,506   1,607   1,726   1,979   2,173   1,416   2,735   3,020
QP VARIABLE ACCOUNT (.375%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period.......  $2.706  $2.639  $2.556  $2.419  $2.246  $2.066  $1.931  $1.820  $1.711
Accumulation unit value at end of period.............  $2.803  $2.706  $2.639  $2.556  $2.419  $$2.246 $2.066  $1.931  $1.820
Number accumulation units outstanding
 at end of period (in thousands).....................       2       4       9      28      25      52     169     153     565

<CAPTION>

                                                        1985    1984    1983    1982    1981    1980
                                                       ------  ------  ------  ------  ------  ------
<S>                                                    <C>     <C>     <C>     <C>     <C>     <C>
QP VARIABLE ACCOUNT (1.00%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period.......  $1.733  $1.546  $1.520  $1.202  $1.100  $1.046
Accumulation unit value at end of period.............  $2.069  $1.733  $1.546  $1.520  $1.202  $1.100
Number accumulation units outstanding
 at end of period (in thousands).....................   5,684   5,747   6,730  11,960  12,369  11,925
QP VARIABLE ACCOUNT (1.00%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period.......  $2.236  $2.246  $1.992  $1.659  $1.666  $1.283
Accumulation unit value at end of period.............  $2.911  $2.236  $2.246  $1.992  $1.659  $1.666
Number accumulation units outstanding
 at end of period (in thousands).....................  14,964  16,508  17,555  25,140  22,045  15,756
QP VARIABLE ACCOUNT (.825%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period.......  $1.762  $1.766  $1.564  $1.221    --      --
Accumulation unit value at end of period.............  $2.297  $1.762  $1.766  $1.564    --      --
Number accumulation units outstanding
 at end of period (in thousands).....................   3,316   3,961   4,510   5,691    --      --
QP VARIABLE ACCOUNT (.375%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period.......  $1.583  $1.435  $1.317  $1.163  $1.009  $1.000
Accumulation unit value at end of period.............  $1.711  $1.583  $1.435  $1.317  $1.163  $1.009
Number accumulation units outstanding
 at end of period (in thousands).....................     744     860   1,296   2,751   1,345
</TABLE>

                                       10
<PAGE>
                                  INTRODUCTION

    This  Prospectus has  been designed  to provide  you with  all the necessary
information to make  a decision  on purchasing Contracts  issued in  conjunction
with  Qualified  Pension  and Profit-Sharing  Plans,  HR-10  Plans, Tax-Deferred
Annuity Plans (for public school teachers and employees and employees of certain
other tax-exempt  and qualifying  employers),  deferred compensation  plans  for
state  and  local  governments (the  Contract  reserves for  which  are afforded
qualified plan reserve treatment) and IRA's. This Prospectus describes only  the
elements  of the Contracts  pertaining to the variable  portion of the Contract.
The Contracts may  contain a General  Account Option which  is not described  in
this  Prospectus. Please  read the Glossary  of Special  Terms on pages  3 and 4
prior to reading this  Prospectus to familiarize yourself  with the terms  being
used.

                      THE QP VARIABLE ACCOUNT CONTRACT AND
                   SEPARATE ACCOUNT TWO (QP VARIABLE ACCOUNT)

WHAT IS THE VARIABLE ACCOUNT QP CONTRACT?

     The  Contracts, which may  be issued on  an individual or  group basis, are
  designed for use only with plans which qualify for special tax treatment under
  a particular  section  of the  Internal  Revenue Code,  such  as  tax-deferred
  annuity  plans  for  public school  teachers  and employees  and  employees of
  certain other  tax-exempt  organizations; pension  and  profit-sharing  plans;
  IRA's,   plans   for   self-employed  individuals   (HR-10's),   and  deferred
  compensation plans for State and local governments.

    The  group Contracts  are issued on  an allocated  and non-allocated  basis.
  There  are three forms  of allocated Contracts.  One form is  a group Contract
  issued on a variable accumulation only  basis. The other forms are  individual
  and  group Contracts  which permit both  fixed and  variable accumulations, as
  does the non-allocated Contract.

    The group allocated Contracts will cover all present and future Participants
  under the  Contract.  A Participant  under  certain allocated  Contracts  will
  receive  a certificate which evidences participation in the Plan. There are no
  individual allocations for Participants under the non-allocated Contracts. The
  group variable  only accumulation  Contracts provide  that Contributions  made
  during  the  accumulation period  may only  be invested  on a  variable basis,
  although Annuity payments may be selected  on a variable basis, a fixed  basis
  or  a  combination of  both.  The terms  and  conditions of  the  Contract are
  essentially the  same as  are applicable  to other  allocated group  Contracts
  described in this Prospectus.

     Contract Owners who have purchased a prior series of Contracts may continue
  to make Contributions to such Contracts subject to the terms and conditions of
  their Contracts. New Participants  may be added to  existing Contracts of  the
  prior  series  but no  new  Contracts of  that  series will  be  issued. Prior
  Contract Owners are referred to the Appendix for a description of such earlier
  Contracts.

WHO CAN BUY THESE CONTRACTS?

    The Contracts are designed for use in conjunction with Qualified Pension and
  Profit Sharing  Plans, HR-10  Plans, Tax  Deferred Annuity  Plans (for  public
  school  teachers and employees  and employees of certain  other tax exempt and
  qualifying  employers),  deferred  compensation  plans  for  state  and  local
  governments  (the  Contract reserves  for  which are  afforded  qualified plan
  reserve treatment) and IRA's.

WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?

    The Separate  Account was established  on June 2,  1986, in accordance  with
  authorization  by the Board of Directors of HL (On March 31, 1988, QP Variable
  Account was transferred to Separate Account Two and became a series  thereof.)
  It  is the  separate account  in which  HL sets  aside and  invests the assets
  attributable to  the  Contracts  sold  under  this  Prospectus.  Although  the
  Separate  Account  is an  integral  part of  HL, it  is  registered as  a unit
  investment trust under the Investment  Company Act of 1940. This  registration
  does  not, however, involve Securities  and Exchange Commission supervision of
  the management or the investment practices or policies of the Separate Account
  or HL.

                                       11
<PAGE>
    Under Connecticut  law, the assets of  the Separate Account attributable  to
  the  Contracts offered under this  Prospectus are held for  the benefit of the
  owners of, and the persons entitled to payments under, those Contracts.  Also,
  in  accordance  with  the  Contracts,  the  assets  in  the  Separate  Account
  attributable to  Contracts  participating  in the  Separate  Account  are  not
  chargeable  with liabilities arising out of any other business HL may conduct.
  So, you will not be  affected by the rate of  return of HL's general  account,
  nor by the investment performance of any of HL's other separate accounts.

     Your investment  is allocated to  one or more  Sub-Accounts of the Separate
  Account. Each  Sub-Account  is  invested  exclusively in  the  assets  of  one
  underlying  Fund.  Net Purchase  Payments  and proceeds  of  transfers between
  Sub-Accounts are applied  to purchase shares  in the appropriate  Fund at  net
  asset  value determined as of the end of the Valuation Period during which the
  payments were received or the transfer  made. All distributions from the  Fund
  are  reinvested at net  asset value. The  value of your  investment during the
  Accumulation Period will therefore vary in accordance with the net income  and
  fluctuation in the individual investments within the underlying Fund portfolio
  or  portfolios. During the  Variable Annuity payout  period, both your annuity
  payments and reserve values will vary in accordance with these factors.

    HL DOES NOT GUARANTEE THE  INVESTMENT RESULTS OF THE SUB-ACCOUNTS OR ANY  OF
  THE UNDERLYING INVESTMENTS. THERE IS NO ASSURANCE THAT THE VALUE OF A CONTRACT
  DURING  THE YEARS PRIOR TO RETIREMENT OR  THE AGGREGATE AMOUNT OF THE VARIABLE
  ANNUITY PAYMENTS WILL  EQUAL THE  TOTAL OF  PURCHASE PAYMENTS  MADE UNDER  THE
  CONTRACT. SINCE EACH UNDERLYING FUND HAS DIFFERENT INVESTMENT OBJECTIVES, EACH
  IS  SUBJECT TO DIFFERENT  RISKS. THESE RISKS  ARE MORE FULLY  DESCRIBED IN THE
  ACCOMPANYING FUND PROSPECTUS.

    HL reserves the right, subject to compliance with the law, to substitute the
  shares of any other registered investment  company for the shares of any  Fund
  held  by the Separate Account. Substitution may occur if shares of the Fund(s)
  become unavailable or due to changes  in applicable law or interpretations  of
  law.  Current law  requires notification to  you of any  such substitution and
  approval of  the Securities  and  Exchange Commission.  HL also  reserves  the
  right,  subject to  compliance with the  law to  offer additional Sub-Accounts
  with differing investment objectives.

    The Separate Account may be subject to liabilities arising from series whose
  assets are attributable to other  variable annuity Contracts or variable  life
  insurance  policies offered by the Separate Account which are not described in
  this Prospectus.

    HL 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.

                           OPERATION OF THE CONTRACT

HOW IS A CONTRIBUTION CREDITED?

     Contributions  are payable to  HL by the  Contract Owners on  behalf of the
  Participant's Individual Accounts under the  Contract for the number of  years
  and in the intervals selected, all as set forth in the Contract.

     The net Contributions to Participant's Individual Accounts under a Contract
  are applied to purchase  Accumulation Units of  the selected Sub-Accounts.  In
  order  to reflect  such contribution on  behalf of a  Participant, except with
  respect to an initial  Contribution, there is  credited to each  Participant's
  Individual  Account under a  Contract such number  of Sub-Account Accumulation
  Units as  shall  be  determined  by  dividing  the  net  contribution  by  the
  appropriate  variable Accumulation Unit value  next computed following receipt
  of the payment  by the HL  at its home  office, P. O.  Box 2999, Hartford,  CT
  06104-2999.  With respect to an initial  Contribution, the net Contribution is
  credited to the Participant's Individual  Account within two business days  of
  receipt  of a properly completed application  and the initial Contribution. If
  an application or any other information  is incomplete when received, the  net
  Contribution  will be credited to  the Participant's Individual Account within
  five business days.  If an initial  Contribution is not  credited within  five
  business  days, it will be immediately  returned unless you have been informed
  of the delay  and request that  the Contribution not  be returned.  Subsequent
  payments  cannot  be credited  on  the same  day  of receipt  unless  they are
  accompanied by adequate instructions.

                                       12
<PAGE>
    The number of  Sub-Account Accumulation Units will  not change because of  a
  subsequent  change in the  Accumulation Unit's value, but  the dollar value of
  the Accumulation Unit will  vary to reflect the  investment experience of  the
  appropriate Fund shares.

MAY I MAKE CHANGES IN THE AMOUNTS OF MY CONTRIBUTIONS?

     The minimum Contribution  that may be made  at any one time  on behalf of a
  Participant under a Contract is $30  unless the Contract Owner provides for  a
  lower  amount.  The  Contract  permits  the  allocation  of  Contributions  in
  multiples of  10%  of each  Contribution  among the  several  Sub-Accounts  of
  Separate  Account  Two.  The  minimum  amount that  may  be  allocated  to any
  Sub-Account in the Separate Account shall  not be less than $10. Such  changes
  must  be requested in writing and will be  effected as of the date the request
  is received by HL at its home office, P. O. Box 2999, Hartford, CT 06104-2999.

ARE THERE ANY LIMITS ON CONTRIBUTIONS?

    With respect to all Contracts,  HL reserves the right to limit any  increase
  in  the  Contributions  made to  a  Participant's Individual  Account  under a
  Contract to not more than three  times the total Contributions made on  behalf
  of  such account  during the  initial 12  consecutive months  of the Account's
  existence under  the  Contract  at the  present  guaranteed  deduction  rates.
  Increases  in excess of those described will be accepted only with the consent
  of HL and subject  to the deductions  then being made  for sales charges,  the
  Minimum Death Benefit and for provision of mortality and expense undertaking.

MAY I TRANSFER ASSETS BETWEEN SUB-ACCOUNTS?

    Yes, you may transfer the values of your Sub-Account allocations from one or
  more  Sub-Accounts  to another  subject  to the  terms  and conditions  of the
  Contracts.

    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 3 months, to  the
  Money  Market  Fund  Sub-Account  or  to  the  U.S.  Government  Money  Market
  Sub-Account are prohibited.

     Similarly, transfers  of assets  presently held  in the  Money Market  Fund
  Sub-Account or U.S. Government Money Market Sub-Account, or which were held in
  either of these two Sub-Accounts or the General Account during the preceding 3
  months, to the General Account are prohibited.

     The  right, with  respect to  both the  Contract Owner  and a Participant's
  Individual Account,  to transfer  monies between  Sub-Accounts is  subject  to
  modification  if HL determines, in its sole opinion, that the exercise of that
  right by the Contract Owner/Participant is,  or would be, to the  disadvantage
  of  other Contract Owners/Participants.  Any modification could  be applied to
  transfers to or from the  same 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 Sub-Accounts by a Contract
  Owner/Participant at any one time.

     Such restrictions  may be  applied  in any  manner reasonably  designed  to
  prevent  any use of the transfer right which  is considered by HL to be to the
  disadvantage of  other Contract  Owners/Participants. Such  transfers must  be
  requested  in  writing and  will be  effected as  of the  date the  request is
  received by HL at its home office, P. O. Box 2999, Hartford, CT 06104-2999.

MAY I OBTAIN A CONTRACT IN EXCHANGE FOR ANOTHER CONTRACT?

    Owners of  policies of life  insurance and annuity  Contracts issued by  any
  other  Hartford Insurance Group company or ITT affiliated company issuing such
  Contracts  or  policies,  as  well   as  any  Beneficiary,  annuity   Contract
  Participant  or Annuitant under any such policy or Contract, may apply any and
  all of any  such policy or  Contract proceeds, payable  upon the surrender  or
  maturity  of any such  policy or Contract,  to a group  or individual Contract
  with no deductions being made for sales expenses or the Minimum Death  Benefit
  guarantee.  The Minimum  Death Benefit provision  of the Contract  will not be
  applicable to the proceeds of a policy or Contract invested in such a Contract
  purchased pursuant to the provisions of this

                                       13
<PAGE>
  section. Any  sums  thus applied  will  not  be taken  into  consideration  in
  determining  the  particular  sales  charges  to be  applied  in  the  case of
  subsequent Contributions. Subsequent Contributions  will, however, be  subject
  to sales charge and Minimum Death Benefit guarantee deductions.

WHAT HAPPENS IF A CONTRACT OWNER FAILS TO MAKE CONTRIBUTIONS?

      On Contracts  other than  flexible funding  deferred annuity  Contracts, a
  Contract will be deemed paid-up within  30 days after any anniversary date  of
  the  Contract if  the Contract  Owner has  not remitted  a Contribution  to HL
  during the preceding 12 month period. Effective with a change of the  Contract
  to  paid-up status, no further  Contributions will be accepted  by HL and each
  Participant's Individual Account will be considered an inactive account  until
  the  commencement of Annuity payments or  until the value of the Participant's
  Individual Account is disbursed or applied in accordance with the  termination
  provisions  (see "How can a Contract be redeemed or surrendered?" on page 15).
  Once a Contract has been placed on a paid-up status it may not be  reinstated.
  Persons receiving Annuity payments at the time of any change to paid-up status
  will continue to receive their payments.

     Individual flexible funding deferred annuity Contracts may be reinstated to
  an active status at any time  prior to the selected Annuity Commencement  Date
  by the payment of one Purchase Payment.

MAY I ASSIGN OR TRANSFER MY CONTRACT?

     Some forms of Qualified Plans prohibit  the assignment of a Contract or any
  interest therein. No assignment will be effective until a copy has been  filed
  at  the offices of HL  at Hartford, Connecticut, prior  to settlement for HL's
  liability under the Contract. HL assumes no responsibility for the validity of
  any such assignments.  Participants may  not assign  their individual  account
  interests.

HOW DO I KNOW WHAT MY ACCOUNT IS WORTH?

     The value of the Accumulation Units in the Separate Account representing an
  interest in the appropriate Fund shares that are held under the Contract  were
  initially established on the date that Contributions were first contributed to
  the  appropriate  Sub-Account  of  the  Separate  Account.  The  value  of the
  respective  Accumulation  Units  for  any  subsequent  day  is  determined  by
  multiplying  the  Accumulation Unit  value for  the preceding  day by  the net
  investment factor of the appropriate investment accounts, as appropriate  (see
  "How is the Accumulation Unit value determined?" below).

    The value of a Participant's Individual Account under a Contract at any time
  prior to the commencement of Annuity payments can be determined by multiplying
  the total number of Sub-Account Accumulation Units credited to a Participant's
  Individual  Account by the current Accumulation Unit value for the appropriate
  Sub-Account. There is no assurance that  the value in any of the  Sub-Accounts
  will  equal or  exceed the  Contributions made by  the Contract  Owner to such
  Sub-Accounts.

HOW IS THE ACCUMULATION UNIT VALUE DETERMINED?

    The Accumulation Unit  value for each Sub-Account  will vary to reflect  the
  investment  experience of the  applicable Fund and will  be determined on each
  "Valuation Day" by multiplying the  Accumulation Unit value of the  particular
  Sub-Account  on the preceding  Valuation Day by a  "Net Investment Factor" for
  that Sub-Account  for the  Valuation  Period then  ended. The  Net  Investment
  Factor  for each of the Sub-Accounts is equal to the net asset value per share
  of the corresponding Fund  at the end  of the Valuation  Period (plus the  per
  share amount of any dividends or capital gains by that Fund if the ex-dividend
  date occurs in the Valuation Period then ended) divided by the net asset value
  per  share of the corresponding Fund at  the beginning of the Valuation Period
  and subtracting from that amount the amount of any charges assessed during the
  Valuation Period then ending. You should refer to the Prospectuses for each of
  the Funds which accompany this Prospectus for a description of how the  assets
  of  each Fund are valued since each  determination has a direct bearing on the
  Accumulation Unit  value of  the  Sub-Account and  therefore  the value  of  a
  Contract.

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.

                                       14
<PAGE>
                              PAYMENT OF BENEFITS

WHAT WOULD MY BENEFICIARY RECEIVE AS DEATH PROCEEDS?

     The  Contracts provide that  in the  event the Participant  dies before the
  selected Annuity  Commencement Date  or the  Participant's age  65  (whichever
  occurs  first) the Minimum Death Benefit payable  on such Contract will be the
  greater of (a) the value of the Participant's Account determined as of the day
  written proof of death of  such person is received by  HL, or (b) 100% of  the
  total  Contributions  made  to such  Contract,  reduced by  any  prior partial
  surrenders.

    The Minimum Death Benefit may be  taken by the Beneficiary in a single  sum,
  in  which case payment will  be made within seven days  of receipt of proof of
  death by HL,  unless subject to  postponement as explained  below. In lieu  of
  payment in one sum, the Beneficiary may elect that the amount be applied under
  any  one of the optional Annuity forms  provided. (See "What are the available
  Annuity options under the Contract?" on page 18.)

    An election to receive Death Benefits  under a form of Annuity must be  made
  prior  to a lump sum settlement with HL and within one year after the death by
  written notice to HL at its home office, P.O. Box 2999, Hartford, Connecticut,
  06104-2999.

    Benefit proceeds due on death  may be applied to provide variable  payments,
  fixed  payments, or a combination of  variable and fixed payments. No election
  to provide Annuity payments will  become operative unless the initial  Annuity
  payment  is at least $20.00 on either a  variable or fixed basis, or $20.00 on
  each basis when  a combination  benefit is elected.  The manner  in which  the
  Annuity payments are determined and in which they may vary from month to month
  are  the  same  as  applicable to  a  Participant's  Individual  Account after
  retirement.

HOW CAN A CONTRACT BE REDEEMED OR SURRENDERED?

    THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(B) TAX-SHELTERED ANNUITIES. AS
  OF DECEMBER 31,  1988, ALL SECTION  403(B) ANNUITIES HAVE  LIMITS ON FULL  AND
  PARTIAL SURRENDERS. CONTRIBUTIONS TO THE CONTRACT MADE AFTER DECEMBER 31, 1988
  AND ANY INCREASES IN CASH VALUE AFTER DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED
  UNLESS THE CONTRACT OWNER/EMPLOYEE HAS (A) ATTAINED AGE 59 1/2, (B) TERMINATED
  EMPLOYMENT,  (C)  DIED,  (D)  BECOME DISABLED,  OR  (E)  EXPERIENCED FINANCIAL
  HARDSHIP.

    DISTRIBUTIONS DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY STILL
  BE SUBJECT TO A PENALTY TAX OF 10%.

    HL WILL NOT ASSUME ANY RESPONSIBILITY IN DETERMINING WHETHER A WITHDRAWAL IS
  PERMISSIBLE WITH OR  WITHOUT TAX PENALTY,  IN ANY PRACTICAL  SITUATION; OR  IN
  MONITORING  WITHDRAWAL REQUESTS REGARDING PRE OR  POST JANUARY 1, 1989 ACCOUNT
  VALUES.

  INDIVIDUAL CONTRACTS

    At  any time prior  to the  Annuity Commencement Date,  the Contract  Owner,
  subject  to any IRS provisions applicable  thereto, has the right to surrender
  the value of the Contract in whole or in part.

    In the event of a complete surrender of the Contract Owner's interest  under
  an  individual Contract, then after deduction  of the Annual Contract Fee (see
  "Are there any  administrative charges?"  on page 23),  the following  options
  shall be available:

    1.   The  termination value  of the  individual Contract  may be  applied to
       provide for fixed or variable  Annuity payments or a combination  thereof
       commencing  immediately under the selected  Annuity option (see "What are
       the available Annuity options under the Contract?" on page 18).

    2.  The termination  value of the  individual Contract may  be taken in  the
       form  of  a  lump  sum  cash  settlement.  The  amount  received  will be
       determined by the  value of  the Individual Account  next computed  after
       receipt by HL at its home office, P. O. Box 2999, Hartford, CT 06104-2999
       of  a written request for complete surrender. The value of the Individual
       Account may be more or less than the amount of Contributions made to  the
       Contract.

                                       15
<PAGE>
    3.   The Contract Owner may  partially surrender an Individual Account under
       an individual Contract and receive the amount requested as determined  by
       the  value of the account  next computed after receipt  by HL at its home
       office, P.O. Box 2999, Hartford, CT 06104-2999 of a written request for a
       partial surrender.

    Any such full or partial surrender described above may affect the continuing
  tax qualified status of some accounts or  plans and may result in adverse  tax
  consequences  to  the Contract  Owner. The  Contract Owner,  therefore, should
  consult with his tax advisor before undertaking any such surrender.

  GROUP CONTRACTS

    On termination of Contributions to a group Contract by the Contract Owner on
  behalf of a  Participant's Individual  Account prior to  the selected  Annuity
  Commencement Date for such Account, the Contract Owner will have the following
  options:

    1.    To continue  a  Participant's Individual  Account  in force  under the
       Contract. Under this option, when the selected Annuity Commencement  Date
       arrives, the Participant will begin to receive Annuity payments under the
       selected  Annuity option under the Contract. (See "What are the available
       Annuity options under  the Contract?"  on page 18).  At any  time in  the
       interim,  the  Contract  Owner  or the  Participant  as  appropriate, may
       surrender the  Individual  Account for  a  lump sum  cash  settlement  in
       accordance with 4. below.

    2.  To provide Annuity payments immediately. The Accumulation Unit values in
       a Participant's Individual Account may be applied to provide for fixed or
       variable   Annuity  payments,   or  a   combination  thereof,  commencing
       immediately, under  the  selected  Annuity  Option  (see  "What  are  the
       available Annuity options under the Contract?" on page 18).

    3.   To continue to make  Contributions under an individual variable annuity
       Contract of the type then being issued by HL. In this event, the value of
       a Participant's Individual Account will be transferred into an individual
       Contract without any deductions being made, but subject to the deductions
       applicable to such individual Contract as to any subsequent payments.

    4.  To surrender a Participant's Individual Accounts under the Contract  for
       a  lump sum cash settlement. In this  event, the Annual Contract Fee will
       be deducted as described on page  21. On any variable account the  amount
       received will be the net termination value determined by the Accumulation
       Unit  values of the Account next computed after receipt by HL at its home
       office, P. O. Box 2999, Hartford, CT 06104-2999 of a written request  for
       complete surrender.

IS A PARTIAL TERMINATION OF A CONTRACT ALLOWED?

     If any  partial termination request exceeds  90% of the  present value of a
  Participant's Individual Account or of the  Active Life Fund under a  Contract
  at  the time of  a request for  withdrawal, such request  will be considered a
  request for complete termination of that  Account or Contract, and no  further
  Contributions  may  be  made  for  that  Participant's  Individual  Account or
  Contract. A request for a partial  termination must specify the allocation  of
  the  partial termination between  fixed and variable accounts  and if from the
  variable accounts, the allocation among the Sub-Accounts. If no allocation  is
  specified, the requested amount is taken out of all applicable Sub-Accounts on
  a pro rata basis.

     Repayment  of any partial  termination may be  made at any  time before one
  month prior  to  the date  on  which Annuity  payments  are to  begin  on  the
  Participant's Individual Account. While no deduction will be made for sales or
  Minimum Death Benefit expenses, HL may apply its then current Annuity rates to
  any such repayment.

      Except as  specified above,  no partial  termination will  directly affect
  future requirements  that  the  Contract Owner  make  stipulated  payments  or
  Contributions  to the Contract, nor the maturity  date of the Contract or of a
  Participant's Individual Account. If the Contract Owner has a plan calling for
  stipulated periodic payments or Contributions,  he may repay amounts  received
  upon  any such partial termination  at the same time  that he makes stipulated
  payments or Contributions, provided that the amount repaid is at least $30.00.
  In making any such repayment the Contract Owner shall specify in writing  that
  such  a  repayment is  being  made, as  well  as how  the  repayment is  to be
  reallocated among Sub-Accounts, otherwise appropriate sales and other expenses
  shall apply to such amounts.

                                       16
<PAGE>
    Payment on  request for any  partial termination will  be made within  seven
  days of receipt of the written request by HL unless subject to postponement as
  explained below.

CAN PAYMENT OF THE REDEMPTION OR SURRENDER VALUE EVER BE POSTPONED BY HL 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.

    Except for the above situations,  payment on any request for surrender  will
  be  made as soon as possible  and in any event no  later than seven days after
  the written request is received by HL.

MAY I SURRENDER ONCE ANNUITY PAYMENTS HAVE STARTED?

     Except with  respect  to Option  5 (on  a  variable payout),  once  Annuity
  payments  have commenced for an Annuitant, no surrender of the Annuity benefit
  can be  made for  the  purpose of  receiving a  lump  sum settlement  in  lieu
  thereof.  Any surrender out of Option 5 will be subject to contingent deferred
  sales charges, if applicable.

MAY I REINVEST AFTER A REDEMPTION?

     Variable annuity  Contract Owners  who  have redeemed  the value  of  their
  variable  Contracts in full shall  have the right to  reinvest the proceeds of
  redemption in a new variable annuity Contract without any deduction being made
  for sales charges provided that such  reinvestment is effected within 30  days
  after  such redemption. This reinvestment privilege  shall not be available to
  any Contract Owner who has previously exercised the privilege.

CAN A CONTRACT BE SUSPENDED BY A CONTRACT OWNER?

    A group Contract  may be suspended by the  Contract Owner by giving  written
  notice of such suspension to HL at its home office in Hartford, Connecticut at
  least 90 days prior to the effective date of such suspension.

      A Contract  will  be suspended  automatically  on its  anniversary  if the
  Contract Owner fails to assent to any modification of a Contract, as described
  under the caption "Can a Contract be modified?" which modifications would have
  become effective on or before that anniversary. Upon suspension, Contributions
  will continue to  be accepted by  HL under  the Contract, and  subject to  the
  terms  thereof, as  they are  applicable to  Participant's Individual Accounts
  under the Contracts  prior to such  suspension, but no  Contributions will  be
  accepted  on behalf of any new Participant's Individual Account. Annuitants at
  the time of any  suspension will continue to  receive their Annuity  payments.
  The  suspension of a Contract will  not preclude the Contract Owner's applying
  existing Participant's  Individual Accounts  under  Separate Account  Two,  as
  appropriate, to the purchase of Fixed or Variable Annuity benefits.

HOW DO I ELECT AN ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY?

     The  Contract Owner  selects an  Annuity Commencement  Date and  an Annuity
  option (see below). The Annuity Commencement Date may not be deferred beyond a
  Participant's 75th birthday or such earlier date may be required by applicable
  law and/or regulation. The Annuity Commencement Date and/or the Annuity 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.

    The Contracts contain five optional Annuity forms, which may be selected  on
  either  a fixed  or variable  annuity basis,  or a  combination thereof.  If a
  Contract Owner  does not  elect  otherwise, HL  reserves  the right  to  begin
  Annuity  payments at age 65 under Option  2 with 120 monthly payments certain.
  However, HL  will  not  assume responsibility  in  determining  or  monitoring
  minimum distribution beginning at age 70 1/2.

     When an Annuity  is effected under a  Contract, unless otherwise specified,
  General Account Accumulation Units will be applied to provide a Fixed  Annuity
  and Separate Account Sub-Account Accumulation Units will be applied to provide
  a Variable Annuity.

                                       17
<PAGE>
     The Contract Owner  should consider the question  of allocation of Contract
  values among the Fixed Income Fund Sub-Account, the Stock Fund Sub-Account and
  the General Account  to make certain  that annuity payments  are based on  the
  investment  alternative  best suited  to the  Contract Owner's  needs. Annuity
  payments may  not  be based  on  the  Money Market  Fund  Sub-Account.  Unless
  otherwise  directed by a Contract Owner, such interest shall be transferred to
  the Fixed Income Fund Sub-Account and Stock Fund Sub-Account, and allocated to
  such Sub-Accounts in  the same proportion  as such interests  are held in  the
  Participant's Individual Account.

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

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

WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACT?

  OPTION 1:  LIFE ANNUITY

    A Life Annuity  is an Annuity payable during  the lifetime of the  Annuitant
  and  terminating  with the  last monthly  payment preceding  the death  of the
  Annuitant. Life  Annuity options  (options 1-4)  offers the  maximum level  of
  monthly  payments  of any  of the  options since  there is  no guarantee  of a
  minimum number of payments nor  a provision for a  death benefit payable to  a
  Beneficiary.

     It would be possible under this option for an Annuitant to receive only one
  Annuity payment  if he  died  prior to  the due  date  of the  second  Annuity
  payment, two if he died before the due date of the third Annuity payment, etc.

  *OPTION 2:  LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN

     This Annuity Option is an Annuity payable monthly during the lifetime of an
  Annuitant with the provision that if, at the death of the Annuitant,  payments
  have  been made  for less than  120, 180 or  240 months, as  elected, then the
  present value as of the date of the Participant's death at the current  dollar
  amount  at the date of death of any remaining guaranteed monthly payments will
  be paid in one sum to the Beneficiary or Beneficiaries designated unless other
  provisions will have been made and approved by HL.

  *OPTION 3:  UNIT REFUND LIFE ANNUITY

    This Annuity option is an Annuity payable monthly during the lifetime 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 or
  Beneficiaries if (a) below exceeds (b) below:

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

        number of Annuity Units represented          number of monthly
 (b) =  by monthly Annuity payment made         X    Annuity payments made

    The amount of the additional payments will be determined by multiplying such
  excess  by  the Annuity  Unit value  as of  the  date that  proof of  death is
  received by HL.

  OPTION 4:  JOINT AND LAST SURVIVOR ANNUITY

    An Annuity payable monthly during the joint lifetime of the Annuitant and  a
  designated  second person, and thereafter during the remaining lifetime of the
  survivor, ceasing with the last payment prior to the death of the survivor.

    It  would be  possible under  this Option  for an  Annuitant and  designated
  second  person in the event of the common or simultaneous death of the parties
  to receive only one payment  in the event of death  prior to the due date  for
  the second payment and so on.

  *OPTION 5:  PAYMENTS FOR A DESIGNATED PERIOD

    An amount payable monthly for the number of years selected which may be from
  one  to thirty years. Under this Option,  the Contract Owner or Annuitant may,
  at any time, surrender the Account and receive, within seven days, the current
  value of the account.

                                       18
<PAGE>
    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 or Beneficiaries designated unless other provisions will have been
  made and approved by HL.

     *  On Qualified  Plans,  Options 2,  3  and 5  are  available only  if  the
  guaranteed 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 HL.
- --------------------------------------------------------------------------------
  Under any of the Annuity options above, except Option 5 (on a variable basis),
  no surrenders are permitted after Annuity payments commence.
- --------------------------------------------------------------------------------

HOW ARE ANNUITY PAYMENTS DETERMINED?

     The value of the Annuity Unit  for each Sub-Account in the Separate Account
  for any day is determined  by multiplying the value  for the preceding day  by
  the  product of (1)  the net investment  factor (see "How  is the Accumulation
  Unit value  determined?" commencing  on page  14) 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.

     When  Annuity payments  are  to commence,  the  value of  the  Contract  is
  determined  as the product of  the value of the  Accumulation Unit credited to
  each Sub-Account  as  of 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  Contract contains  tables indicating  the dollar  amount of  the first
  monthly payment under the optional forms  of Annuity for each $1,000 of  value
  of  a Sub-Account under a Contract. The first monthly payment varies according
  to the form of Annuity selected. The Contract contains Annuity tables  derived
  from  the 1983a  Individual Annuity Mortality  Table with  an assumed interest
  rate ("A.I.R.") of 4.00% or 5.00%  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
  Contract.  With  respect to  fixed annuities  only, the  current rate  will be
  applied if it is higher than the rate under the tables in the Contracts.

     The A.I.R.  assumed in  the mortality  tables would  produce level  Annuity
  payments  if the net investment rate remained constant. 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 assumed  interest rate  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  as of the close  of business on 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.

    In order to comply with the requirements of the Supreme Court decision dated
  July 6, 1983, in the case of Norris vs. Arizona Governing Committee, HL  will,
  with  respect to all Contracts which have been issued with sex distinct rates,
  increase the guaranteed Annuity rates provided for females under the Contracts
  to the guaranteed Annuity rate provided for males. Thus, there will no  longer
  be  any  sex distinct  Annuity  rates with  respect  to those  Contracts. With
  respect to new Contracts, Annuity rates will be based on a guaranteed  Annuity
  rate table which is identical for both males and females.

                                       19
<PAGE>
    Here is an example of how the rates work:

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

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

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

CAN A CONTRACT BE MODIFIED?

    HL reserves the right to modify the Contract, but only 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 HL is 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 HL will provide notice to the Contract Owner or
  to  the  payee(s) during  the  Annuity period.  HL  may also  make appropriate
  endorsement in the Contract to reflect such modification.

  INDIVIDUAL CONTRACTS

    The Contracts may, subject to any federal and state regulatory restrictions,
  be modified at any  time by written agreement  between the Contract Owner  and
  HL.  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 Internal Revenue Service.

  GROUP CONTRACTS

     The Contracts may be modified at  any time by written agreement between the
  Contract Owner and HL. 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 regulations  of the U.S.
  Treasury Department or the Internal Revenue Service.

    On and after the fifth anniversary of any Contract HL may change, from  time
  to  time, any  or all of  the terms  of the group  Contract by  giving 90 days
  advance notice to the  Contract Owner, except that  the mortality and  Minimum
  Death  Benefit  undertakings and  the deductions  for  sales expenses  and the
  Annual  Contract  Fee  which  are  applicable  at  the  time  a  Participant's
  Individual  Account  is established  under the  Contract  will continue  to be
  applicable except as limited below.

    HL may also modify the Contract  at any time with respect to deductions  and
  undertakings  enumerated  in the  preceding  paragraph on  Contributions  to a
  Participant's Individual Account  in any  year in  excess of  three times  the
  total  Contributions  actually  made to  such  account during  its  initial 12
  consecutive months of  participation under  the Contract.  The deductions  and
  undertakings  applicable  to such  excess Contributions  when first  made will
  continue to be  applicable to such  excess Contributions each  and every  year
  they are made.

                                       20
<PAGE>
                           CHARGES UNDER THE CONTRACT

HOW ARE THE CHARGES UNDER THESE CONTRACTS MADE?

  COMBINATION INDIVIDUAL AND GROUP ALLOCATED CONTRACTS

     These Contracts are issued on an individual and group basis and provide for
  fixed (General  Account) and  variable  (Separate Account)  accumulations  and
  annuity  payouts  and are  generally referred  to as  "combination Contracts."
  Contributions made on behalf of a Participant's Individual Account pursuant to
  the terms of the allocated combination Contracts are subject to the  following
  deductions:

<TABLE>
<CAPTION>
                  AGGREGATE CONTRIBUTION
                   AMOUNT TO THE FIXED                                  PORTION REPRESENTING              TOTAL DEDUCTION
                  INCOME FUND AND STOCK                         TOTAL           SALES      MINIMUM DEATH    AS % OF NET
                 FUND SUB-ACCOUNTS ONLY*                      DEDUCTIONS      EXPENSES        BENEFIT     AMOUNT INVESTED
- ----------------------------------------------------------  --------------  -------------  -------------  ---------------
<S>                                                         <C>             <C>            <C>            <C>
On the first $2,500.......................................        7.00%           6.25%          .75 %           7.53%
On the next $47,500.......................................        3.50%           2.75%          .75 %           3.63%
On the next $50,000.......................................        2.00%           1.25%          .75 %           2.04%
On the excess over $100,000...............................        1.00%            .25%          .75 %           1.01%
<FN>
* This illustration does not assume the payment of any Premium Taxes. The Money
Market Fund Sub- Account is not available under these Contracts.
</TABLE>

     Notwithstanding the above, when an  employer making application for a group
  allocated Contract  where the  annualized  stipulated purchase  payments  with
  respect  to all Participants  is expected to equal  or approximate $250,000 at
  the end of the second anniversary of the Contract, the sales and Minimum Death
  Benefits deduction on the aggregate  Contributions up to and including  $2,500
  with respect to each Participant shall be at the rate of 5% rather than 7%.

  GROUP VARIABLE ONLY CONTRACTS

     These Contracts are  issued on a group basis  only and provide for variable
  (Separate Account) accumulations only during the Accumulation Period under the
  Contract and  for  fixed (General  Account)  and variable  (Separate  Account)
  annuity  payouts during the Annuity Period.  The Money Market Fund Sub-Account
  was available under this type of Contract prior to December 7, 1981 only.

<TABLE>
<CAPTION>
                  AGGREGATE CONTRIBUTION
                   AMOUNT TO THE FIXED                                  PORTION REPRESENTING              TOTAL DEDUCTION
                  INCOME FUND AND STOCK                         TOTAL           SALES      MINIMUM DEATH    AS % OF NET
                 FUND SUB-ACCOUNTS ONLY*                      DEDUCTIONS      EXPENSES        BENEFIT     AMOUNT INVESTED
- ----------------------------------------------------------  --------------  -------------  -------------  ---------------
<S>                                                         <C>             <C>            <C>            <C>
On the first $2,500.......................................        5.00%           4.25%          .75 %           5.26%
On the next $47,000.......................................        3.50%           2.75%          .75 %           3.63%
On the next $50,000.......................................        2.00%           1.25%          .75 %           2.04%
On the excess of $100,000.................................        1.00%            .25%          .75 %           1.01%
<FN>
* This  illustration  does not  assume  the payment  of  any Premium  Taxes.  No
deductions  for sales  expenses or  the Minimum  Death Benefit  are made against
contributions to the Money Market Fund Sub-Account.
</TABLE>

    Under  the schedules shown  above, all  amounts contributed on  behalf of  a
  Participant's  Individual Account are aggregated  to determine if a particular
  level of deductions has been reached. Thus, if a Contribution has been made on
  behalf of  a  Participant's  Account  in  the  amount  of  $100.00  and  total
  Contributions  of $2,450 have already been made on a Participant's behalf, the
  first $50.00 of the Contribution will be  subject to a deduction of 7.00%  (as
  in 1. above) and the remainder to a percentage of 3.50%.

  COMBINATION NON-ALLOCATED GROUP CONTRACTS

     A non-allocated group annuity Contract is offered which is designed for use
  in conjunction with certain qualified  pension and profit-sharing plans  where
  the  employer has Contracted out the administration of the Plan. The Contracts
  provide for  both  fixed (General  Account)  and variable  (Separate  Account)
  accumulations  and annuity  payouts and are  thus another  form of combination
  Contract.

                                       21
<PAGE>
    The Contracts provide for a Contract fee charge of $100 per year and a scale
  of sales charges as follows:

<TABLE>
<S>                                                                   <C>
   On the first $5,000..............................................       5.00%
   On the next $45,000..............................................       3.50%
   On the next $50,000..............................................       2.00%
   On the excess over $100,000......................................       1.25%
</TABLE>

    The Contracts will be issued  to an employer or the trustee(s) or  custodian
  of  an employer's pension  or profit-sharing plan.  All Contributions are held
  under the Contract, as directed by the Contract Owner. There are no individual
  allocations under the Contracts for  individual Participants in an  employer's
  plan.

     With  the exception of  the Minimum  Death Benefit provision,  which is not
  available on this  Contract, and the  charges described above,  the new  group
  Contracts  have  essentially  the  same  terms  and  provisions  as  the other
  Contracts described in this Prospectus.

    HL makes the deductions for the Contracts as described above pursuant to the
  terms  of  the   various  agreements  among   the  custodian,  the   principal
  underwriter,  and HL. Contract distribution  expenses may exceed the deduction
  for sales expenses described above. To the  extent that they do, they will  be
  borne by HL.

ARE THERE ANY DIFFERENCES IN CHARGES MADE?

     The group Contracts  provide for experience rating.  In order to experience
  rate a  Contract,  actual  sales  and administrative  costs  applicable  to  a
  particular  Contract are determined. If the  costs exceed the amounts deducted
  for such expenses,  no additional  deduction will  be made.  If, however,  the
  amounts deducted for such expenses exceed actual costs, HL, in its discretion,
  may  allocate all, a portion,  or none of such  excess as an experience rating
  credit. If such an allocation is made, the experience credit will be made,  as
  considered   appropriate:  (1)  by  reduction  in  the  amount  deducted  from
  subsequent contributions for sales expenses; (2) by the crediting of a  number
  of  additional  Accumulation Units  or Annuity  Units, as  applicable, without
  deduction of  any sales  or other  expenses therefrom;  (3) by  waiver of  the
  Annual  Contract Fees; or (4) by a combination of the above. Experience rating
  credits have been given on certain cases.

    Where use of the Contract is appropriate, variable annuity Contracts  issued
  by  HL may be  purchased without a  charge for sales  or Minimum Death Benefit
  expenses by members of the board and  officers of the Funds, or by any  trust,
  pension, profit-sharing or other benefit plan for any such person or persons.

WHAT IS THE MORTALITY AND EXPENSE RISK CHARGE?

     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) (note that variable Annuity payments may not be based on
  the  Money Market Fund Sub-Account), the payments  will not be affected by (a)
  HL's actual mortality experience among Annuitants after retirement or (b) HL's
  actual expenses, if greater than the deductions provided for in the  Contracts
  because of the expense and mortality undertakings by HL.

     For assuming these  risks under the Contracts, HL  will make a daily charge
  against all Contract values held in the Separate Account at the rate of  1.00%
  per  annum on the Fixed Income Fund  and Stock Fund Sub-Accounts and .375% per
  annum on the Money Market Fund Sub-Account. Such charges may not be changed on
  existing Contracts.

    The mortality undertaking provided  by HL under the Contracts, assuming  the
  selection  of one of the  forms of life Annuities,  is to make monthly Annuity
  payments (determined in accordance with the annuity table and other provisions
  contained in the  Contracts) to  Contract Owners  on Participants'  Individual
  Accounts  regardless of how long a Participant may live, and regardless of how
  long all Annuitants as a group  may live. This undertaking assures a  Contract
  Owner  that neither the longevity of a  Participant nor an improvement in life
  expectancy generally  will have  any  adverse effect  on the  monthly  Annuity
  payments  it will  receive under the  Contract. It thus  relieves the Contract
  Owner from the risk that Participants will outlive funds accumulated.

     The mortality  undertaking  is based  on  HL's actuarial  determination  of
  expected  mortality  rates among  all Annuitants.  If actual  experience among
  Annuitants  deviates   from   HL's   actuarial   determination   of   expected

                                       22
<PAGE>
  mortality  rates  among Annuitants  because, as  a  group, their  longevity is
  longer than anticipated,  HL must provide  amounts from its  general funds  to
  fulfill  its Contract  obligations. In  that event,  a loss  will fall  on HL.
  Conversely, if longevity among  Annuitants is lower  than anticipated, a  gain
  will result to HL.

ARE THERE ANY ADMINISTRATIVE CHARGES?

     There  will be  an Annual  Contract Fee  deduction from  the value  of each
  Participant's Individual Account under the Contracts in the amount of $10.00.

    The Annual Contract Fee will be deducted from the value of each such Account
  on the last business day of each calendar year; provided, however, that if the
  value of a Participant's  Individual Account is redeemed  in full at any  time
  before  the last business day of the year, then the Annual Contract Fee charge
  will be deducted from  the proceeds of such  redemption. No deduction for  the
  Annual  Contract  Fee  will  be  made  during  the  Annuity  Period  under the
  Contracts.

    In  the event that  the Contributions made  on behalf of  a Participant  are
  allocated  partially  to the  General Account  and  partially to  the Separate
  Account, the Annual Contract Fee will be charged against the Separate  Account
  and General Account on a pro rata basis.

HOW MUCH ARE THE DEDUCTIONS FOR PREMIUM TAXES ON THESE CONTRACTS?

     A  deduction is also  made for Premium  Taxes, if applicable,  imposed by a
  state or  other governmental  entity.  Certain states  impose a  Premium  Tax,
  currently  ranging up to 3.5%. Some states assess the tax at the time purchase
  payments are made; others assess the tax at the time of annuitization. HL will
  pay Premium  Taxes at  the time  imposed  under applicable  law. At  its  sole
  discretion,  HL may deduct Premium  Taxes at the time  the taxes are paid, the
  Contract is surrendered, or the Contract annuitizes.

                        HARTFORD LIFE INSURANCE COMPANY
                                 AND THE FUNDS

WHAT IS HL?

    Hartford Life Insurance Company  was originally incorporated under the  laws
  of  Massachusetts  on  June  5,  1902.  It  was  subsequently  redomiciled  to
  Connecticut. It is a stock life  insurance company engaged in the business  of
  writing  health and life insurance, both ordinary  and group, in all states of
  the United States and the District of Columbia. The offices of HL are  located
  in  Simsbury,  Connecticut; however,  its mailing  address  is P.O.  Box 2999,
  Hartford, CT 06104-2999. Hartford  Life is ultimately  100% owned by  Hartford
  Fire Insurance Company, one of the largest multiple line insurance carriers in
  the  United States.  Hartford Fire  Insurance Company  is a  subsidiary of ITT
  Corporation. HL has an A++ (superior) rating from A.M. Best and Company,  Inc.
  on the basis of its financial soundness and operating performance, the highest
  ratings  provided by this service. HL has an AA+ rating from Standard & Poor's
  and Duff and Phelps  highest rating (AAA)  on the basis  of its claims  paying
  ability.

     These  ratings do  not apply  to the  performance of  the Separate Account.
  However, the  Contractual  obligations under  this  variable annuity  are  the
  general  corporate obligations  of Hartford  Life. These  ratings do  apply to
  Hartford Life's ability to meet its insurance obligations under the Contract.

WHAT ARE THE FUNDS?

    Hartford Stock  Fund, Inc. was  organized on March  11, 1976. Hartford  Bond
  Fund, Inc. and HVA Money Market Fund, Inc. were organized on December 1, 1982.
  All of the Funds were incorporated under the laws of the State of Maryland and
  are collectively referred to as the "Funds."

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

    Hartford Bond Fund, Inc.

    To achieve maximum current income consistent with preservation of capital by
  investing primarily in fixed-income securities.

                                       23
<PAGE>
    Hartford Stock Fund, Inc.

     To achieve long-term capital growth primarily through capital appreciation,
  with income a secondary consideration, by investing in equity-type securities.

    HVA Money Market Fund, Inc. *

    To achieve maximum current income consistent with liquidity and preservation
  of capital  by investing  in money  market  securities. (*  This Fund  is  not
  available under Contracts issued on or after December 7, 1981.)

ALL FUNDS

     The Funds are available only to  serve as the underlying investment for the
  variable life  insurance and  variable annuity  Contracts issued  by  Hartford
  Life.

     It is conceivable that in the future it may be disadvantageous for variable
  annuity separate accounts  and variable  life insurance  separate accounts  to
  invest in the Funds simultaneously. Although HL and the Funds do not currently
  foresee  any such disadvantages either to  variable annuity Contract Owners or
  variable life insurance Policyowners, the Funds' Board of Directors intends to
  monitor events  in  order to  identify  any material  conflicts  between  such
  Contract  Owners and Policyowners and to determine what action, if any, should
  be taken in response thereto. If the  Board of Directors of the Funds were  to
  conclude  that  separate funds  should be  established  for variable  life and
  variable annuity separate accounts, the variable annuity Contract Owners would
  not bear any expenses attendant to  the establishment of such separate  funds,
  but  variable annuity Contract Owners and variable life insurance Policyowners
  would no longer have the economies  of scale resulting from a larger  combined
  fund.

    HL reserves the right, subject to compliance with the law, to substitute the
  shares  of any other registered investment company  for the shares of any Fund
  held by the Separate Account. Substitution may occur if shares of the  Fund(s)
  become  unavailable or due to changes  in applicable law or interpretations of
  law. Current law  requires notification to  you of any  such substitution  and
  approval  of  the Securities  and Exchange  Commission.  HL also  reserves the
  right, subject  to compliance  with the  law to  offer additional  Funds  with
  differing investment objectives.

     The Hartford Investment Management Company serves as investment manager for
  Hartford Stock Fund  pursuant to  an Investment  Management Agreement  between
  each,  and serves as Investment Adviser for HVA Money Market Fund and Hartford
  Bond  Fund  pursuant  to  an  Investment  Advisory  Agreement  between   each.
  Wellington  Management Co. serves as  sub-investment adviser to Hartford Stock
  Fund pursuant to  a Sub-Investment Advisory  Agreement between Wellington  and
  HIMCO on behalf of the fund.

    A full description of the Funds, their investment policies and restrictions,
  risks,  charges  and expenses  and all  other aspects  of their  operations is
  contained in  the  accompanying Funds'  Prospectus  which should  be  read  in
  conjunction with this Prospectus before investing, and in the Funds' Statement
  of Additional Information which may be ordered from HL.

                           FEDERAL TAX CONSIDERATIONS

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

 A. GENERAL

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

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

                                       24
<PAGE>
 B. TAXATION OF HL AND THE SEPARATE ACCOUNT

     The Separate  Account is  taxed as  part of  HL which  is taxed  as a  life
  insurance  company in accordance with  the Internal Revenue Code. Accordingly,
  the Separate Account  will not be  taxed as a  "regulated investment  company"
  under  subchapter M, Chapter 1 of the Code. Investment income and any realized
  capital gains on  the assets of  the Separate Account  are reinvested and  are
  taken  into account in  determining the value of  the Accumulation and Annuity
  Units. (See "How  is the  Accumulation Unit value  determined?" commencing  on
  page  14.) As a result, such investment  income and realized capital gains are
  automatically applied to increase reserves under the Contract.

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

 C. INFORMATION REGARDING TAX QUALIFIED PLANS

    THE TAX REFORM ACT OF  1986 AND THE TECHNICAL AND MISCELLANEOUS REVENUE  ACT
  OF  1988 HAVE MADE SUBSTANTIAL CHANGES  TO QUALIFIED PLANS. YOU SHOULD CONSULT
  YOUR  TAX  ADVISER  TO  FULLY  ADDRESS  ALL  CHANGES  AND  THE  TECHNICAL  AND
  MISCELLANEOUS REVENUE ACT OF 1988 AND THEIR EFFECT ON QUALIFIED PLANS.

 1. CONTRIBUTIONS

  A. PENSION, PROFIT-SHARING AND SIMPLIFIED EMPLOYEE PENSION PLANS

      Contributions to  pension or  profit-sharing  plans (described  in Section
  401(a) and  401(k), if  applicable,  and exempt  from taxation  under  Section
  501(a)  of  the Code),  and Simplified  Employee  Pension Plans  (described in
  Section 408(k)), which  do not  exceed certain limitations  prescribed in  the
  Code  are fully  tax-deductible to  the employer.  Such contributions  are not
  currently taxable to  the covered  employees, and  increases in  the value  of
  Contracts  purchased with such contributions are not subject to taxation until
  received by  the covered  employees  or their  Beneficiaries  in the  form  of
  Annuity payments or other distributions.

  B. TAX-DEFERRED ANNUITY PLANS FOR PUBLIC SCHOOL TEACHERS AND EMPLOYERS AND
  EMPLOYEES OF CERTAIN TAX-EXEMPT ORGANIZATIONS

    Contributions to tax-deferred annuity plans (described in Section 403(a) and
  403(b)  of the  Code) by  employers are  not includable  within the employee's
  income to the extent those contributions do not exceed the lesser of $9,500 or
  the exclusion allowance. Generally, the exclusion allowance is equal to 20% of
  the employee's  includable  compensation for  his  most recent  full  year  of
  employment  multiplied  by  the  number  of years  of  his  service,  less the
  aggregate amount contributed by the employer for Annuity Contracts which  were
  not  included within the  gross income of  the employee for  any prior taxable
  year. There  are  special  provisions  which  may  allow  an  employee  of  an
  educational  institution, a hospital or a  home health service agency to elect
  an overall limitation different from the limitation described above.

  C. DEFERRED COMPENSATION PLANS FOR TAX-EXEMPT ORGANIZATIONS AND STATE AND
  LOCAL GOVERNMENTS

    Employees may contribute on a before tax basis to the Deferred  Compensation
  Plan  of their employer in accordance with The employer's Plan and Section 457
  of the  Code. Section  457  places limitations  on contributions  to  Deferred
  Compensation  Plans maintained by a State  ("State" means a State, a political
  sub-division of  a State,  and an  agency  or instrumentality  of a  State  or
  political   sub-division  of  a  State)   or  other  tax-exempt  organization.
  Generally, the limitation is 33 1/3% of includable compensation (25% of  gross
  compensation)  or $7,500,  whichever is  less. The  plan may  also provide for
  additional contributions during the three  taxable years ending before  normal
  retirement age of a Participant for a total of up to $15,000 per year for such
  three years.

     An employee  electing to participate  in a plan  should understand that his
  rights and benefits are governed strictly by the terms of the plan, that he is
  in fact a general creditor of the  employer under the terms of the plan,  that
  the  employer is legal owner  of any Contract issued  with respect to the plan
  and that  the employer  as owner  of the  Contract(s) retains  all voting  and
  redemption  rights which may accrue to  the Contract(s) issued with respect to
  the Plan. The participating employee should look to the terms of his plan  for
  any  charges in regard to participating  therein other than those disclosed in
  this Prospectus.

                                       25
<PAGE>
  D. INDIVIDUAL RETIREMENT ANNUITIES ("IRA'S")

    Individuals may contribute and deduct the lesser of $2,000 or 100 percent of
  their  compensation  to an  IRA. In  the case  of a  spousal IRA,  the maximum
  deduction is  the  lesser  of  $2,250 or  100  percent  of  compensation.  The
  deduction  for  contributions is  phased out  between  $40,000 and  $50,000 of
  adjusted gross income (AGI) for a married individual (and between $25,000  and
  $35,000  for single individuals) if either the individual or his or her spouse
  is an active Participant in any Section 401(a), 403(a), 403(b) or 408(k)  plan
  regardless of whether the individual's interest is vested.

    To the extent deductible contributions are not allowed, individuals may make
  designated  non-deductible  contributions  to  an IRA,  subject  to  the above
  limits.

 2. DISTRIBUTIONS

  A. PENSION AND PROFIT-SHARING PLANS, TAX-SHELTERED ANNUITIES, INDIVIDUAL
  RETIREMENT ANNUITIES.

    Annuity payments made  under the Contracts are  taxable under Section 72  of
  the  Code as ordinary income, in the year  of receipt, to the extent that they
  exceed the "excludable amount." The investment in the Contract is normally the
  aggregate amount of  the contributions  made by or  on behalf  of an  employee
  which  were included as a  part of his taxable  income and not deducted. Thus,
  annual premiums deducted for an IRA are not included in the investment in  the
  Contract. The employee's investment in the Contract is divided by the expected
  number  of payments  to be  made under  the Contract.  The amount  so computed
  constitutes the  "excludable amount,"  which  is the  amount of  each  annuity
  payment  considered a  return of investment  in each year  and, therefore, not
  taxable. Once the employee's investment in the Contract is recouped, the  full
  amount  of each payment will  be fully taxable. If  the employee dies prior to
  recouping his or her  investment in the Contract,  a deduction is allowed  for
  the  last taxable  year. The rules  for determining the  excludable amount are
  contained in Section 72 of the Code.

    Generally, distributions or withdrawals prior  to age 59 1/2 may be  subject
  to  an additional income tax  of 10% of the  amount includable in income. This
  additional tax  does not  apply  to distributions  made after  the  employee's
  death,  on  account of  disability and  distributions  in the  form of  a life
  annuity and,  except  in the  case  of  an IRA,  certain  distributions  after
  separation  from service  at or  after age  55, and  certain distributions for
  eligible medical expenses. A life annuity is defined as a scheduled series  of
  substantially  equal periodic payments for the  life or life expectancy of the
  Participant (or the joint  lives or life expectancies  of the Participant  and
  Beneficiary).  The  taxation  of withdrawals  and  other  distributions varies
  depending on the  type of distribution  and the  type of plan  from which  the
  distribution  is made.  With respect  to tax-deferred  annuity Contracts under
  Section 403(b), contributions to the Contract made after December 31, 1988 and
  any increases in cash value  after that date may  not be distributed prior  to
  attaining   age  59  1/2,  separation   from  service,  death  or  disability.
  Contributions (but not  earnings) made  after December  31, 1988  may also  be
  distributed by reason of financial hardship.

  B. DEFERRED COMPENSATION PLANS FOR TAX-EXEMPT ORGANIZATIONS AND STATE AND
  LOCAL GOVERNMENTS

     Generally,  in order  to avoid  a penalty  tax, annuity  payments, periodic
  payments or annual distributions must commence by April 1 of the calendar year
  following the  year in  which  the Participant  attains  age 70  1/2.  Minimum
  distributions  under  Section 457  Deferred Compensation  Plan may  be further
  deferred if  the Participant  remains  employed. The  entire interest  of  the
  Participant  must  be  distributed  beginning  no  later  than  this  required
  beginning date over  a period which  may not  extend beyond a  maximum of  the
  lives  or life expectancies  of the Participant  and a designated Beneficiary.
  Each annual distribution must equal or exceed a "minimum distribution  amount"
  which  is determined  by dividing the  account balance by  the applicable life
  expectancy. This account balance is generally based upon the account value  as
  of  the close of  business on the last  day of the  previous calendar year. In
  addition, minimum distribution incidental benefit  rules may require a  larger
  annual  distribution  based  upon dividing  the  account balance  by  a factor
  promulgated by the Internal Revenue Service which ranges from 26.2 (at age 70)
  to 1.8 (at age 115). Special rules apply to require that distributions be made
  to Beneficiaries after the death  of the Participant. A  penalty tax of up  to
  50%  of the amount which should be  distributed may be imposed by the Internal
  Revenue Service for failure to make such distribution.

    If  the Contract  Owner is  a Section  457 plan,  certain distributions  are
  required to be made upon the death of a Participant. In the event of the death
  of  a Participant prior to the  Annuity Commencement Date, the entire interest
  in the Participant's  Contract must be  distributed within 5  years after  the
  Participant's  death and in the event  of the Participant's death which occurs
  on or  after the  Annuity Commencement  Date, any  remaining interest  in  the
  Contract  must be paid at least as rapidly as under the method of distribution
  in

                                       26
<PAGE>
  effect at the  time of death;  except that if  the benefit is  payable over  a
  period not extending beyond the life expectancy of the beneficiary or over the
  life  of the beneficiary,  such distribution must commence  within one year of
  the date of death.

    Upon receipt of any monies pursuant to the terms of a Deferred  Compensation
  Plan  for a tax-exempt  organization, state or  local government under Section
  457 of the Code, such monies are  taxable to such employee as ordinary  income
  in the year in which received.

 D. FEDERAL INCOME TAX WITHHOLDING

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

 1. ELIGIBLE ROLLOVER DISTRIBUTIONS

      a. The  Unemployment  Compensation Amendments  Act  of 1992  requires that
  federal income taxes be withheld from certain distributions from tax-qualified
  retirement plans and from tax-sheltered annuities
  under Section  403(b). These  provisions DO  NOT APPLY  to distributions  from
  individual   retirement  annuities  under  section  408(b)  or  from  deferred
  compensation programs under section 457.

    b. If any portion of a distribution is an "eligible rollover  distribution",
  the  law requires that 20% of that amount  be withheld. This amount is sent to
  the IRS  as withheld  income taxes.  The following  types of  payments DO  NOT
  constitute  an eligible  rollover distribution (and,  therefore, the mandatory
  withholding rules will not apply):

    - the non-taxable portion of the distribution;

    - distributions which are part of a series of equal (or substantially equal)
      payments  made  at  least  annually  for  your  lifetime  (or  your   life
      expectancy),  or your  lifetime and  your beneficiary's  lifetime (or life
      expectancies), or for a period of ten years or more;

    - required minimum distributions made pursuant  to section 401(a)(9) of  the
      IRC.

     c. However,  these mandatory withholding  requirements do not  apply in the
  event of all or a portion of  any eligible rollover distribution is paid in  a
  "direct  rollover". A  direct rollover  is the  direct payment  of an eligible
  rollover  distribution  or  portion   thereof  to  an  individual   retirement
  arrangement  or  annuity (IRA)  or to  another qualified  employer plan.  IF A
  DIRECT ROLLOVER IS ELECTED, NO INCOME TAX WILL BE WITHHELD.

    d. If any portion of a distribution is not an eligible rollover distribution
  but is taxable, the mandatory withholding rules described above do not  apply.
  In this case, the voluntary withholding rules described below apply.

 2. NON-ELIGIBLE ROLLOVER DISTRIBUTIONS

  A. NON-PERIODIC DISTRIBUTIONS

     The portion of a non-periodic distribution which constitutes taxable income
  will be subject to federal income tax withholding unless the recipient  elects
  not  to have taxes withheld. If an election  not to have taxes withheld is not
  provided, 10% of the taxable distribution  will be withheld as federal  income
  tax. Election forms will be provided at the time distributions are requested.

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

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

  C. ANY DISTRIBUTION FROM PLANS DESCRIBED IN SECTION 457 OF THE INTERNAL
  REVENUE CODE IS SUBJECT TO THE REGULAR WAGE WITHHOLDING RULES.

 E. DIVERSIFICATION REQUIREMENTS

     Section 817  of the Code  provides that a  variable annuity Contract (other
  than a pension plan Contract) will not be treated as an annuity for any period
  during which the investments made by  the separate account or underlying  fund
  are  not adequately diversified  in accordance with  regulations prescribed by
  the Treasury. If a Contract is not  treated as an annuity, the Contract  Owner
  will be subject to income tax on the annual

                                       27
<PAGE>
  increases  in cash value. The  Treasury has issued diversification regulations
  which, among other  things, require that  no more  than 55% of  the assets  of
  mutual  fund  (such as  the  HL mutual  funds)  underlying a  variable annuity
  Contract, be  invested  in any  one  investment. In  determining  whether  the
  diversification  standards are  met, each  United States  Government Agency or
  instrumentality shall be treated as a separate issuer. If the  diversification
  standards  are not met, non-pension Contract Owners will be subject to current
  tax on the increase in cash value in the Contract.

 F. NON-NATURAL PERSONS, CORPORATIONS

    The annual increase in the value of the Contract is currently includable  in
  gross income of a non-natural person. There is an exception for annuities held
  by  structured settlement  companies and  annuities held  by an  employer with
  respect to  a  terminated  pension  plan. 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.

                                 MISCELLANEOUS

WHAT ARE MY VOTING RIGHTS?

    HL shall notify the Contract Owner of any Fund shareholders' meeting if  the
  shares  held for the Contract Owner's accounts  may be voted at such meetings.
  HL shall also send proxy materials and a form of instruction by means of which
  the Contract Owner  can instruct HL  with respect  to the voting  of the  Fund
  shares held for the Contract Owner's account. In connection with the voting of
  Fund  shares held  by it, HL  shall arrange  for the handling  and tallying of
  proxies received from Contract Owners. HL as such, shall have no right, except
  as hereinafter provided, to  vote any Fund shares  held by it hereunder  which
  may  be registered in its name or the names of its nominees. HL will, however,
  vote the Fund shares held by  it in accordance with the instructions  received
  from  the Contract Owners  for whose accounts  the Fund shares  are held. If a
  Contract Owner desires  to attend  any meeting at  which shares  held for  the
  Contract  Owner's benefit may be  voted, the Contract Owner  may request HL to
  furnish a proxy or  otherwise arrange for the  exercise of voting rights  with
  respect  to the  Fund shares  held for such  Contract Owner's  account. In the
  event that the Contract  Owner gives no instructions  or leaves the manner  of
  voting  discretionary,  HL  will vote  such  shares of  the  appropriate Fund,
  including any of its own shares, in the same proportion as shares of that Fund
  for which instructions have been received.

     Every Participant  under a  group Contract  who has  a full  (100%)  vested
  interest  under a group Contract,  shall receive proxy material  and a form of
  instruction by means  of which  Participants may instruct  the Contract  Owner
  with   respect  to  the  number  of   votes  attributable  to  his  individual
  participation under a group Contract.

    A Contract Owner or Participant, as appropriate, is entitled to one full  or
  fractional  vote  for each  full or  fractional  Accumulation or  Annuity Unit
  owned. The  Contract  Owner has  voting  rights  throughout the  life  of  the
  Contract.   The  vested  Participant   has  voting  rights   for  as  long  as
  participation in the Contract continues. Voting rights attach only to Separate
  Account interests.

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

WILL OTHER CONTRACTS BE PARTICIPATING IN THIS SEPARATE ACCOUNT?

    In  addition  to  the  Contracts   described  in  this  Prospectus,  it   is
contemplated  that  other forms  of group  or individual  annuities may  be sold
providing benefits which vary  in accordance with  the investment experience  of
the Separate Account.

HOW ARE THE CONTRACTS SOLD?

    Hartford  Equity Sales Company, Inc. ("HESCO") currently serves as Principal
Underwriter for  the securities  issued with  respect to  the Separate  Account.
Hartford  Securities Distribution  Company, Inc.  ("HSD") will  replace HESCO as
principal underwriter upon approval by the Commission, the National  Association
of   Securities  Dealers,   Inc.  ("NASD")   and  applicable   state  regulatory
authorities.

     Both HESCO  and HSD  are  wholly-owned subsidiaries  of HL.  The  principal
  business address of HESCO and HSD is the same as HL.

                                       28
<PAGE>
    The securities will be sold by salespersons of HESCO, and subsequently, HSD,
  who  represent  HL  as  insurance  and Variable  Annuity  agents  and  who are
  registered  representatives   or   Broker-Dealers  who   have   entered   into
  distribution agreements with HESCO, and subsequently HSD.

     HESCO is registered  with the Commission under  the Securities and Exchange
  Act of 1934  as a  Broker-Dealer and  is a  member of  the NASD.  HSD will  be
  registered  with the Commission under the Securities Exchange Act of 1934 as a
  Broker-Dealer and will become a member of the NASD.

WHO IS THE CUSTODIAN OF THE SEPARATE ACCOUNT'S ASSETS?

    HL is the custodian of the Separate Account's assets.

ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE SEPARATE ACCOUNT?

    No.

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

     The financial  statements and  schedules included  in this  prospectus  and
  elsewhere  in the registration statement have  been audited by Arthur Andersen
  LLP, independent  public  accountants,  as indicated  in  their  reports  with
  respect  thereto, and  are included herein  in reliance upon  the authority of
  said firm as experts in accounting and auditing.

HOW MAY I GET ADDITIONAL INFORMATION?

    Inquiries will be answered by calling your representative or writing:

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

                                       29
<PAGE>
                                    APPENDIX

PRIOR FRONT END LOAD CONTRACTS

    Such  Contracts are no longer being  issued. Contract Owners may continue to
make contributions to those Contracts. The Contracts differ from those described
previously in this Prospectus as described below.

INDIVIDUAL FRONT END LOAD CONTRACTS

A. DEDUCTIONS FOR SALES EXPENSES, MINIMUM DEATH BENEFIT AND ADMINISTRATIVE
EXPENSES.

    Purchase Payments made pursuant to the terms of the individual Contracts are
subject to a deduction of 8.5%. Of the  8.5%, 6% is for sales expense, 1.75%  is
for administrative expense and .75% is for the minimum death benefit.

    There are no maintenance fees or transfer fees.

    Administrative  and Sales Expenses - The charge for administrative and sales
expense  is  paid  to  HL  for  providing  administrative  personnel,  services,
equipment,  facilities and  office space  for the  proper administration  of the
Contracts, and sales activities, including field office expense.

B. OPTIONS AVAILABLE TO ANNUITANT

    Unless  prohibited  by   an  endorsement  to   the  Contract,  the   Annuity
Commencement Date may be the first day of any month between the Annuitant's 50th
and 75th birthdays, but in the absence of a written election to the contrary, HL
reserves the right to begin Annuity payments at age 65.

    Unless  prohibited by an endorsement to the Contract, the Contract Owner may
elect to have  the Termination Value  applied on the  Annuity Commencement  Date
under  any one of the six Annuity Options described below, but in the absence of
such election the  Termination Value on  the Annuity Commencement  Date will  be
applied  under the  Second Option  to provide  a Life  Annuity with  120 Monthly
Payments Guaranteed. The Termination Value applied is determined on the basis of
the accumulation unit value on the fifth business day preceding the date annuity
payments commence.

    Election of any of these options including any optional Annuity Commencement
Date must be made by notice in writing to HL at its Home Office at least 30 days
prior to the date such election is to become effective.

    Date of Payment--The first payment under the Deposit Option shall be made at
the end of the period selected, measured from the date of approval of the  claim
for  settlement.  The  first  payment  under  any  other  option  shall  be made
immediately upon approval of claim for settlement, and subsequent payments shall
be made periodically in accordance with the manner of payment elected.

C. OPTIONS AVAILABLE TO BENEFICIARY

    The Contract Owner, or in  the case the Contract  Owner shall not have  done
so,  the Beneficiary  after the  death of  the Annuitant,  may elect  in lieu of
payment in one sum, that any amount or part thereof due by HL under the Contract
to the Beneficiary  be applied under  any of the  Options described below.  Such
election  must  be made  within one  year after  the death  of the  Annuitant by
written notice to HL at its Home Office.

D. ANNUITY OPTIONS

    First Option--Life Annuity

    An annuity payable  monthly during the lifetime  of payee, ceasing with  the
  last payment due prior to the death of the payee.

    Second Option--Life Annuity with 120, 180 or 240 Monthly Payments Guaranteed

     An annuity payable  monthly during the lifetime  of the payee including the
  guarantee that if, at the death of the payee, payments have been made for less
  than 120 months,  180 months or  240 months (as  selected), payments shall  be
  continued  to the Beneficiary during the  remainder of the selected period. If
  the Beneficiary  dies while  receiving payments  under this  option or  if  no
  Beneficiary is designated, a lump sum payment shall be made.

                                       30
<PAGE>
    Third Option--Unit Refund Life Annuity

    An annuity payable monthly during the lifetime of the payee ceasing with the
  last  payment due prior to the death of the payee, provided that, at the death
  of the payee, the Beneficiary will  receive an additional payment of the  then
  dollar  value of the number  of annuity units equal to  the excess, if any, of
  (a) over (b) where (a) is the total amount applied under the option divided by
  the annuity unit value at  the effective date of  annuity payments and (b)  is
  the  number of  annuity units  represented by  each payment  multiplied by the
  number of payments made.

    Fourth Option--Joint and Last Survivor Life Annuity

    An  annuity payable monthly  during the joint  lifetime of the  payee and  a
  secondary payee, and thereafter during the remaining lifetime of the survivor,
  ceasing with the last payment prior to the death of the survivor.

    Fifth Option--Payments for a Designated Period

    An amount payable monthly for the number of years selected which may be from
  1 to 30 years.

    Sixth Option--Payments of a Specified Dollar Amount

      The amount  due may  be paid  in equal  annual, semi-annual,  quarterly or
  monthly installments of a designated dollar  amount (not less than $75.00  per
  annum  per $1,000 of the  original amount due) until  the remaining balance is
  less than the amount of one installment. To determine the remaining balance in
  either Account at the end of any  valuation period such balance at the end  of
  the  previous period is decreased by the amount of any installment paid during
  the period and  the result  multiplied by the  net investment  factor for  the
  period.  If the remaining balance  at any time is less  than the amount of one
  installment, such balance will be paid and will be the final payment under the
  option.

    Deposit Option--Investment Income

    The amount due may be left on  deposit with HL in its General Account and  a
  sum  will be paid annually, semi-annually,  quarterly or monthly, as selected,
  which shall be equal to the net  investment rate for the period multiplied  by
  the amount remaining on deposit.

E. ALLOCATION OF ANNUITY

    At  the time election of one of the  first five Annuity Options is made, the
person electing  the option  may further  elect to  have the  Termination  Value
(amount  due) applied to provide a variable annuity, a fixed dollar annuity or a
combination of both. An election  of the Sixth Option  may specify that the  net
investment factor for the Separate Account or the General Account is to apply or
the  amount due may be split between the two Accounts. If no election is made to
the contrary, that portion of the amount due from the Separate Account shall  be
applied  to provide a variable  annuity and that portion  of the amount due from
the General Account shall be applied to provide a fixed dollar annuity. Election
of the Deposit Option shall constitute election of fixed income.

F. CONTRIBUTIONS

    The minimum contribution under the Contract is $20.00.

GROUP FRONT END LOAD CONTRACTS

A. DEDUCTIONS FOR SALES EXPENSES AND MINIMUM DEATH BENEFIT

    Purchase Payments made  pursuant to  the terms  of the  group Contracts  are
subject  to a deduction of 6%. Of the 6%, 5.25% is for sales expense and .75% is
for the minimum death benefit.

    Administrative and Sales Expenses--The  charge for administrative and  sales
expense  is  paid  to  HL  for  providing  administrative  personnel,  services,
equipment, facilities  and office  space for  the proper  administration of  the
Contracts and sales activities, including field office expense.

                                       31
<PAGE>
B. ELECTION OF OPTIONAL ANNUITIES

    A  Participant may elect to have his payments made under any of the Optional
Annuity Forms provided such election  is received in writing  by HL at its  Home
Office  at least  30 days  prior to  his Annuity  Commencement Date.  If no such
election is given to HL,  the Annuity will be a  Life Annuity with 120  Payments
Guaranteed as described in Option 2.

C. OPTIONAL ANNUITY FORMS

    Option 1--Life Annuity

      An  annuity payable  monthly  during  the lifetime  of  the  Annuitant and
  terminating  with  the  last  monthly  payment  preceding  the  death  of  the
  Annuitant.

    Option 2--Life Annuity with 120 or 180 Monthly Payments Guaranteed

     An annuity  payable monthly during  the lifetime of  the Annuitant with the
  guarantee that if, at the death of the Annuitant, payments have been made  for
  less  than 120 or 180  months, as elected, annuity  payments will be continued
  during the  remainder  of said  period  to the  Beneficiary  or  Beneficiaries
  designated  by  the Participant.  If  no Beneficiary  is  designated, or  if a
  Beneficiary dies while receiving annuity payments, the present value, computed
  as of the  date notice  of death  is received  in writing  by HL  at its  home
  office,  of the guaranteed number of  annuity payments remaining after receipt
  of such notice and to which the  deceased would have been entitled had he  not
  died,  computed on the basis of the selected Assumed Interest Rate, compounded
  annually, shall be paid in a lump sum in accordance with the provisions of the
  Contract. The annuity  unit value  for the  day on  which notice  of death  is
  received at HL's Home Office shall be used for the purposes of determining the
  lump sum payment.

    Option 3--Unit Refund Life Annuity

    An annuity payable monthly during the lifetime of the Annuitant, terminating
  with  the last payment due prior to  the death of the Annuitant, provided that
  an additional payment  will be made  in an  amount equal to  the annuity  unit
  value, as of the date that notice of death is received in writing by HL at its
  Home  Office, multiplied by a number equal to  the excess, if any, of (a) over
  (b), where (a) is the  total amount applied under  the option, divided by  the
  annuity unit value at the Annuity Commencement Date, and (b) is the product of
  the  number of  annuity units  represented by each  payment and  the number of
  payments made.

    Option 4--Joint and Last Survivor Annuity

    An annuity payable monthly during the joint lifetime of the Annuitant and  a
  designated  second person and thereafter during  the remaining lifetime of the
  survivor.

    All payments  under any of  these options will  be determined in  accordance
  with   the  Contracts.  The  Company  reserves  the  right  to  require  proof
  satisfactory to it of the age of an Annuitant and any joint Annuitant prior to
  making the first payment under any of these options.

D. CONTRIBUTIONS

    The minimum contribution under the Contract is $20.00.

                                       32
<PAGE>
    This form must be completed for all tax sheltered annuities.

                     SECTION 403(B)(11) ACKNOWLEDGMENT FORM

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

        a.  attained age 59 1/2

        b.  terminated employment

        c.  died, or

        d.  become disabled.

     Distributions of post  December 31, 1988 contributions  may also be made if
  you have experienced a financial hardship.

    Also,  there may  be a  10% penalty tax  for distributions  made because  of
  financial hardship or separation from service.

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

    Please complete the following and return to:

            Hartford Life Insurance Company
           Attn: RPVA Administration
           P.O. Box 2999
           Hartford, CT 06104-2999
Name of Contract Owner/Participant _____________________________________________
Address ________________________________________________________________________
City or Plan/School District ___________________________________________________
Date: __________________________________________________________________________

                                       33
<PAGE>
    To    Obtain   a   Statement   of   Additional
Information, please  complete the  form below  and
mail to:

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

    Please send a Statement of Additional
Information for the PCM Capital Manager to me at
the following address:
    _________________________________________
                      (name)
     _________________________________________
                     (street)
     _________________________________________
         (city/state)           (zip code)

                                       34
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                 PAGE
- ----------------------------------------------------------------------  ----
<S>                                                                     <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY........................    3
SAFEKEEPING OF ASSETS.................................................    3
INDEPENDENT PUBLIC ACCOUNTANTS........................................    3
DISTRIBUTION OF CONTRACTS.............................................    3
ANNUITY PERIOD........................................................    3
  A. Annuity Payments.................................................    3
  B. Electing the Annuity Commencement Date and Form of Annuity.......    4
  C. Optional Annuity Forms...........................................    4
        Option 1: Life Annuity........................................    4
        Option 2: Life Annuity With 120, 180 or 240 Monthly Payments
        Certain.......................................................    4
        Option 3: Unit Refund Life Annuity............................    5
        Option 4: Joint and Last Survivor Annuity.....................    5
        Option 5: Payments for a Designated Period....................    6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS..............................    7
FINANCIAL STATEMENTS..................................................    8
</TABLE>

                                       35
<PAGE>
                                     PART B
                      STATEMENT OF ADDITIONAL INFORMATION
                        HARTFORD LIFE INSURANCE COMPANY
                   SEPARATE ACCOUNT TWO (QP VARIABLE ACCOUNT)

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

    To obtain a Prospectus,  send a written request  to Hartford Life  Insurance
Company, Attn: RPVA Administration, P.O. Box 2999, Hartford, CT 06104-2999.

Date of Prospectus:  May 1, 1995

Date of Statement of Additional Information:  May 1, 1995

Form HV-1880-8
Printed in U.S.A.
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                 PAGE
- ----------------------------------------------------------------------  ----
<S>                                                                     <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY........................    3
SAFEKEEPING OF ASSETS.................................................    3
INDEPENDENT PUBLIC ACCOUNTANTS........................................    3
DISTRIBUTION OF CONTRACTS.............................................    3
ANNUITY PERIOD........................................................    3
  A. Annuity Payments.................................................    3
  B. Electing the Annuity Commencement Date and Form of Annuity.......    4
  C. Optional Annuity Forms...........................................    4
        Option 1: Life Annuity........................................    4
        Option 2: Life Annuity With 120, 180 or 240 Monthly Payments
        Certain.......................................................    4
        Option 3: Unit Refund Life Annuity............................    5
        Option 4: Joint and Last Survivor Annuity.....................    5
        Option 5: Payments for a Designated Period....................    6
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS..............................    7
FINANCIAL STATEMENTS..................................................    8
</TABLE>

                                       2
<PAGE>
                 DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

    Hartford Life Insurance Company ("HL") was originally incorporated under the
laws  of  Massachusetts on  June  5, 1902.  It  was subsequently  redomiciled to
Connecticut. It is  a stock life  insurance company engaged  in the business  of
writing health and life insurance, both ordinary and group, in all states of the
United  States and the  District of Columbia.  The offices of  HL are located in
Simsbury, Connecticut; however its mailing address is P. O. Box 2999,  Hartford,
Connecticut  06104-2999. Hartford Life is ultimately 100% owned by Hartford Fire
Insurance Company, one of the largest  multiple lines insurance carriers in  the
United   States.  Hartford  Fire  Insurance  Company  is  a  subsidiary  of  ITT
Corporation.

                             SAFEKEEPING OF ASSETS

    HL holds the assets of the  Separate Account in its custody for  safekeeping
and performs those services normally performed by a custodian.

                         INDEPENDENT PUBLIC ACCOUNTANTS

    Arthur Andersen LLP, independent public accountants, periodically audits the
Separate  Account and annually certifies all  of the financial statements of the
Separate Account.  The  financial  statements  included  in  this  Statement  of
Additional  Information have been audited by Arthur Andersen LLP as indicated in
their report with respect thereto, and are included herein in reliance upon  the
report of said firm as experts in accounting and auditing.

                           DISTRIBUTION OF CONTRACTS

    Hartford  Equity Sales Company, Inc. ("HESCO") currently serves as Principal
Underwriter for  the securities  issued with  respect to  the Separate  Account.
Hartford  Securities Distribution  Company, Inc.  ("HSD") will  replace HESCO as
principal underwriter upon approval by the Commission, the National  Association
of   Securities  Dealers,   Inc.  ("NASD")   and  applicable   state  regulatory
authorities.

    Both HESCO  and  HSD are  wholly-owned  subsidiaries of  HL.  The  principal
business address of HESCO and HSD is the same as HL.

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

    HESCO  is registered with  the Commission under  the Securities and Exchange
Act of  1934 as  a  Broker-Dealer and  is a  member  of the  NASD. HSD  will  be
registered  with the Commission under  the Securities Exchange Act  of 1934 as a
Broker-Dealer and will become a member of the NASD.

    The offering of the Separate Account Contracts is continuous.

                                 ANNUITY PERIOD

A. ANNUITY PAYMENTS

    Variable Annuity  payments are determined  on the basis  of (1) a  mortality
  table  set forth in the Contracts which  reflects the age of the Annuitant and
  the  type  of  Annuity  payment  option  selected,  and  (2)  the   investment
  performance of the investment medium selected.

     Fixed Annuity payments will be no less than those calculated at rates based
  on the annuity tables contained in the Contracts.

                                       3
<PAGE>
    The amount of the Annuity payments will not be affected by adverse mortality
  experience or by an  increase in expenses in  excess of the expense  deduction
  for  which  provision  has  been  made  (see  "Charges  Under  the  Contract,"
  commencing on page 19 of the Prospectus).

    The Annuitant will be paid the value of a fixed number of Annuity Units each
  month. The value of such units and the amounts of the monthly Variable Annuity
  payments will, however, reflect investment income occurring after  retirement,
  and  thus the payments  will vary with  the investment experience  of the Fund
  shares selected.

<TABLE>
<CAPTION>
                ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

  <C>  <S>                                                              <C>
   1.  Net Investment Factor for period..............................    .000498
   2.  Adjustment for 4% Assumed Rate of Net Investment Return.......    .999892
   3.  2 X (1 + 1.000000)............................................   1.000390
   4.  Annuity Unit value, beginning of period.......................    .995995
   5.  Annuity Unit value, end of period (3 X 4).....................    .996383
</TABLE>

B. ELECTING THE ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY

    The Contract Owner selects  an Annuity Commencement Date, usually between  a
  Participant's  50th and  75th birthdays,  and an  Annuity option.  The Annuity
  Commencement Date may not be deferred beyond the Annuitant's 75th birthday  or
  such  earlier date  may be required  by applicable law  and/or regulation. The
  Annuity Commencement Date and/or the Annuity  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  be
  made on the first business day of each month.

    The Contracts contain the five optional Annuity forms described below, which
  may  be selected on either a Fixed or Variable Annuity basis, or a combination
  thereof. If a Contract Owner does  not elect otherwise. HL reserves the  right
  to  begin Annuity payments at age 65  under Option 2 with 120 monthly payments
  certain.  However,  HL  will  not  assume  responsibility  in  determining  or
  monitoring minimum distribution beginning at age 70 1/2.

    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 $20.00, HL has the  right to change the frequency of  payment
  to such intervals as will result in payments of at least $20.00.

C. OPTIONAL ANNUITY FORMS

  OPTION 1: LIFE ANNUITY

     A life Annuity  is an Annuity payable during  the lifetime of the Annuitant
  and terminating  with the  last monthly  payment preceding  the death  of  the
  Annuitant.  Life  Annuity options  (options 1-4)  offer  the maximum  level of
  monthly payments  of any  of the  options since  there is  no guarantee  of  a
  minimum  number of payments nor  a provision for a  death benefit payable to a
  Beneficiary.

    It would be possible under this option for an Annuitant to receive only  one
  Annuity  payment  if he  died  prior to  the due  date  of the  second Annuity
  payment, two if he died before the due date of the third Annuity payment, etc.

  *OPTION 2: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN

    This Annuity option is an Annuity payable monthly during the lifetime of  an
  Annuitant  with the provision that if, at the death of the Annuitant, payments
  have been made  for less than  120, 180 or  240 months, as  elected, then  the
  present  value as of the date of the Participant's death at the current dollar
  amount at the date of death of any remaining guaranteed monthly payments  will
  be paid in one sum to the Beneficiary or Beneficiaries designated unless other
  provisions will have been made and approved by HL.

                                       4
<PAGE>

<TABLE>
<CAPTION>
                           ILLUSTRATION OF ANNUITY PAYMENTS
               INDIVIDUAL AGE 65, LIFE ANNUITY WITH 120 PAYMENTS CERTAIN
  <C>  <S>                                                             <C>
   1.    Net amount applied..........................................   13,978.25
   2.    Initial monthly income per $1,000 of payment applied........        5.93
   3.    Initial monthly payment (1 X 2 - 1,000).....................       82.89
   4.    Annuity Unit value..........................................         .953217
   5.    Number of monthly Annuity Units (3-4).......................       86.959
   6.    Assume Annuity Unit value for second month equal to.........         .963723
   7.    Second monthly payment (6 X 5)..............................       83.80
   8.    Assume Annuity Unit value for third month equal to..........         .964917
   9.    Third month payment (8 X 5).................................       83.91
</TABLE>

     For the purpose of this illustration, purchase is assumed to have been made
  on the 5th business day preceding  the first payment date. In determining  the
  second and subsequent payments the Annuity Unit value of the 5th business day,
  preceding the Annuity due date is used.

  *OPTION 3: UNIT REFUND LIFE ANNUITY

    This Annuity option is an Annuity payable monthly during the lifetime 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 or
  Beneficiaries if (a) below exceeds (b) below:

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

        number of Annuity Units represented          number of monthly
 (b) =  by monthly Annuity payment made         X    Annuity payments made

    The amount of the additional payments will be determined by multiplying such
  excess by  the Annuity  Unit value  as  of the  date that  proof of  death  is
  received by HL.

     For example,  if $20,000 were applied  to the purchase  of an Annuity under
  this  option,  the  value  of  an  Annuity  Unit  was  $1.25  on  the  Annuity
  Commencement  Date, the  number of Annuity  Units represented  by each monthly
  payment was 91.68 (the number applicable to an individual electing this option
  to commence at age  65), 60 monthly  Annuity payments were  made prior to  the
  date  of death, and  the value of  an Annuity Unit  on the date  of receipt of
  proof of an Annuitant's  death was $1.50, the  amount paid to the  Beneficiary
  would be $15,748.80, computed as follows:

     $20,000
     -------  -      (91.68 X 60) = 10,499.200
      $1.25
                     or
     16,000.000 - 5,599.800 = 10,499.200
     10,499.200 X $1.50 = $15,748.80

  OPTION 4: JOINT AND LAST SURVIVOR ANNUITY

     An Annuity payable monthly during the joint lifetime of the Annuitant and a
  designated second person, and thereafter during the remaining lifetime of  the
  survivor, ceasing with the last payment prior to the death of the survivor.

     It  would be  possible under  this Option  for an  Annuitant and designated
  second person in the event of the common or simultaneous death of the  parties
  to  receive only one payment in  the event of death prior  to the due date for
  the second payment and so on.

                                       5
<PAGE>
  *OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD

    An amount payable monthly for the number of years selected which may be from
  one to thirty years. Under this  Option, the Contract Owner or Annuitant  may,
  at any time, surrender the Account and receive, within seven days, the current
  value of the account.

     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 or Beneficiaries designated unless other provisions will have been
  made and approved by HL.

* ON  QUALIFIED PLANS, OPTIONS 2,  3 AND 5 ARE  AVAILABLE ONLY IF THE GUARANTEED
  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 HL.

                                       6
<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  statement of  assets and  liabilities of
Hartford Life Insurance Company  Separate Account Two as  of December 31,  1994,
and the related statement of operations for the year then ended and statement of
changes  in net assets for each of the two years in the period then ended. These
financial statements are  the responsibility  of the  Company'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 Hartford  Life Insurance
Company Separate  Account  Two as  of  December 31,  1994,  the results  of  its
operations for the year then ended and the changes in its net assets for each of
the  two years in  the period then  ended in conformity  with generally accepted
accounting principles.

Hartford, Connecticut
February 10, 1995                                            Arthur Andersen LLP

                                       7
<PAGE>
                              SEPARATE ACCOUNT TWO

                        HARTFORD LIFE INSURANCE COMPANY
                       STATEMENT OF ASSETS & LIABILITIES
                               DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                                                                    U.S.
                                                                                                 GOVERNMENT
                                                                    MONEY                       MONEY MARKET
                                      BOND FUND     STOCK FUND   MARKET FUND   ADVISERS FUND        FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                                     ------------  ------------  ------------  --------------  --------------
<S>                                  <C>           <C>           <C>           <C>             <C>
ASSETS:
Investments:
  Hartford Bond Fund, Inc.
    Shares 172,229,725
    Cost $ 176,180,319
    Market Value...................  $159,488,170       --            --             --             --
  Hartford Stock Fund, Inc.
    Shares 230,631,116
    Cost $ 615,215,162
    Market Value...................       --       $646,103,848       --             --             --
  HVA Money Market Fund, Inc.
    Shares 241,684,272
    Cost $ 241,684,272
    Market Value...................       --            --       $241,684,272        --             --
  Hartford Advisers Fund, Inc.
    Shares  1,125,337,358
    Cost   $1,820,221,520
    Market Value...................       --            --            --       $1,801,079,934       --
  Hartford U.S. Government Money
    Market Fund, Inc.
    Shares   1,211,232
    Cost$    1,211,232
    Market Value...................       --            --            --             --           $1,211,232
  Hartford Aggressive Growth Fund,
    Inc.
    Shares 221,151,687
    Cost $ 581,410,587
    Market Value...................       --            --            --             --             --
  Hartford Mortgage Securities
    Fund, Inc.
    Shares 216,900,409
    Cost $ 233,653,118
    Market Value...................       --            --            --             --             --
  Hartford Index Fund, Inc.
    Shares  62,005,461
    Cost $  85,135,111
    Market Value...................       --            --            --             --             --
  Hartford International
    Opportunities Fund, Inc.
    Shares 255,913,841
    Cost $ 287,607,489
    Market Value...................       --            --            --             --             --
  Hartford Dividend and Growth
    Fund, Inc.
    Shares  30,033,209
    Cost $  30,342,155
    Market Value...................       --            --            --             --             --
  Calvert Socially Responsive
    Series, Inc.
    Shares     688,923
    Cost $     985,530
    Market Value...................       --            --            --             --             --
  Smith Barney Shearson Daily
    Dividend Fund, Inc.
    Shares     645,916
    Cost $     645,916
    Market Value...................       --            --            --             --             --
  Smith Barney Shearson
    Appreciation Fund, Inc.
    Shares      11,551
    Cost$       74,714
    Market Value...................       --            --            --             --             --
  Smith Barney Shearson Government
    and Agencies Fund
    Shares      48,101
    Cost$       48,101
    Market Value...................       --            --            --             --             --
  Dividends Receivable.............       --            --            --             --             --
  Due from Hartford Life Insurance
    Company........................        67,001       493,463       --              694,443          9,658
  Receivable from fund shares
    sold...........................       --            --            416,033        --             --
                                     ------------  ------------  ------------  --------------  --------------
  Total Assets.....................   159,555,171   646,597,311   242,100,305   1,801,774,377      1,220,890
                                     ------------  ------------  ------------  --------------  --------------
LIABILITIES:
  Due to Hartford Life Insurance
    Company........................       --            --            411,062        --             --
  Payable for fund shares
    purchased......................        67,024       494,846       --              693,465          9,289
                                     ------------  ------------  ------------  --------------  --------------
  Total Liabilities................        67,024       494,846       411,062         693,465          9,289
                                     ------------  ------------  ------------  --------------  --------------
  Net Assets (variable annuity
    contract liabilities)..........  $159,488,147  $646,102,465  $241,689,243  $1,801,080,912     $1,211,601
                                     ------------  ------------  ------------  --------------  --------------
                                     ------------  ------------  ------------  --------------  --------------
</TABLE>

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

                                       8
<PAGE>
<TABLE>
<CAPTION>
                                                       MORTGAGE                     INTERNATIONAL                   SOCIALLY
                                        AGGRESSIVE    SECURITIES                    OPPORTUNITIES   DIVIDEND AND   RESPONSIVE
                                       GROWTH FUND       FUND         INDEX FUND        FUND        GROWTH 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 Fund, Inc.
    Shares 172,229,725
    Cost $ 176,180,319
    Market Value...................         --            --             --              --             --             --
  Hartford Stock Fund, Inc.
    Shares 230,631,116
    Cost $ 615,215,162
    Market Value...................         --            --             --              --             --             --
  HVA Money Market Fund, Inc.
    Shares 241,684,272
    Cost $ 241,684,272
    Market Value...................         --            --             --              --             --             --
  Hartford Advisers Fund, Inc.
    Shares  1,125,337,358
    Cost   $1,820,221,520
    Market Value...................         --            --             --              --             --             --
  Hartford U.S. Government Money
    Market Fund, Inc.
    Shares   1,211,232
    Cost$    1,211,232
    Market Value...................         --            --             --              --             --             --
  Hartford Aggressive Growth Fund,
    Inc.
    Shares 221,151,687
    Cost $ 581,410,587
    Market Value...................    $632,467,289       --             --              --             --             --
  Hartford Mortgage Securities
    Fund, Inc.
    Shares 216,900,409
    Cost $ 233,653,118
    Market Value...................         --       $213,512,425        --              --             --             --
  Hartford Index Fund, Inc.
    Shares  62,005,461
    Cost $  85,135,111
    Market Value...................         --            --         $94,384,095         --             --             --
  Hartford International
    Opportunities Fund, Inc.
    Shares 255,913,841
    Cost $ 287,607,489
    Market Value...................         --            --             --         $300,880,462        --             --
  Hartford Dividend and Growth
    Fund, Inc.
    Shares  30,033,209
    Cost $  30,342,155
    Market Value...................         --            --             --              --         $29,855,712        --
  Calvert Socially Responsive
    Series, Inc.
    Shares     688,923
    Cost $     985,530
    Market Value...................         --            --             --              --             --         $  992,739
  Smith Barney Shearson Daily
    Dividend Fund, Inc.
    Shares     645,916
    Cost $     645,916
    Market Value...................         --            --             --              --             --             --
  Smith Barney Shearson
    Appreciation Fund, Inc.
    Shares      11,551
    Cost$       74,714
    Market Value...................         --            --             --              --             --             --
  Smith Barney Shearson Government
    and Agencies Fund
    Shares      48,101
    Cost$       48,101
    Market Value...................         --            --             --              --             --             --
  Dividends Receivable.............         --            --             --              --             --             31,623
  Due from Hartford Life Insurance
    Company........................         670,264       --             --               34,067        169,314         7,760
  Receivable from fund shares
    sold...........................         --             72,115        122,769         --             --             --
                                       ------------  -------------   ------------   -------------   ------------   -----------
  Total Assets.....................     633,137,553   213,584,540     94,506,864     300,914,529     30,025,026     1,032,122
                                       ------------  -------------   ------------   -------------   ------------   -----------
LIABILITIES:
  Due to Hartford Life Insurance
    Company........................         --             67,937        122,812         --             --             --
  Payable for fund shares
    purchased......................         668,624       --             --               34,906        169,722         7,784
                                       ------------  -------------   ------------   -------------   ------------   -----------
  Total Liabilities................         668,624        67,937        122,812          34,906        169,722         7,784
                                       ------------  -------------   ------------   -------------   ------------   -----------
  Net Assets (variable annuity
    contract liabilities)..........    $632,468,929  $213,516,603    $94,384,052    $300,879,623    $29,855,304    $1,024,338
                                       ------------  -------------   ------------   -------------   ------------   -----------
                                       ------------  -------------   ------------   -------------   ------------   -----------

<CAPTION>
                                                                    SMITH
                                                                   BARNEY
                                     SMITH BARNEY     SMITH       SHEARSON
                                       SHEARSON       BARNEY     GOVERNMENT
                                        DAILY        SHEARSON        AND
                                       DIVIDEND     APPRECIATION  AGENCIES
                                         FUND          FUND         FUND
                                     SUB-ACCOUNT    SUB-ACCOUNT  SUB-ACCOUNT
                                     ------------   ----------   -----------
<S>                                  <C>            <C>          <C>
ASSETS:
Investments:
  Hartford Bond Fund, Inc.
    Shares 172,229,725
    Cost $ 176,180,319
    Market Value...................      --            --            --
  Hartford Stock Fund, Inc.
    Shares 230,631,116
    Cost $ 615,215,162
    Market Value...................      --            --            --
  HVA Money Market Fund, Inc.
    Shares 241,684,272
    Cost $ 241,684,272
    Market Value...................      --            --            --
  Hartford Advisers Fund, Inc.
    Shares  1,125,337,358
    Cost   $1,820,221,520
    Market Value...................      --            --            --
  Hartford U.S. Government Money
    Market Fund, Inc.
    Shares   1,211,232
    Cost$    1,211,232
    Market Value...................      --            --
  Hartford Aggressive Growth Fund,
    Inc.
    Shares 221,151,687
    Cost $ 581,410,587
    Market Value...................      --            --            --
  Hartford Mortgage Securities
    Fund, Inc.
    Shares 216,900,409
    Cost $ 233,653,118
    Market Value...................      --            --            --
  Hartford Index Fund, Inc.
    Shares  62,005,461
    Cost $  85,135,111
    Market Value...................      --            --            --
  Hartford International
    Opportunities Fund, Inc.
    Shares 255,913,841
    Cost $ 287,607,489
    Market Value...................      --            --            --
  Hartford Dividend and Growth
    Fund, Inc.
    Shares  30,033,209
    Cost $  30,342,155
    Market Value...................      --            --            --
  Calvert Socially Responsive
    Series, Inc.
    Shares     688,923
    Cost $     985,530
    Market Value...................      --            --            --
  Smith Barney Shearson Daily
    Dividend Fund, Inc.
    Shares     645,916
    Cost $     645,916
    Market Value...................     $645,916       --            --
  Smith Barney Shearson
    Appreciation Fund, Inc.
    Shares      11,551
    Cost$       74,714
    Market Value...................      --          $117,210        --
  Smith Barney Shearson Government
    and Agencies Fund
    Shares      48,101
    Cost$       48,101
    Market Value...................      --            --           $48,101
  Dividends Receivable.............      --            --                 8
  Due from Hartford Life Insurance
    Company........................      --            --            --
  Receivable from fund shares
    sold...........................        1,130           30           195
                                     ------------   ----------   -----------
  Total Assets.....................      647,046      117,240        48,304
                                     ------------   ----------   -----------
LIABILITIES:
  Due to Hartford Life Insurance
    Company........................        1,130           19           211
  Payable for fund shares
    purchased......................      --            --            --
                                     ------------   ----------   -----------
  Total Liabilities................        1,130           19           211
                                     ------------   ----------   -----------
  Net Assets (variable annuity
    contract liabilities)..........     $645,916     $117,221       $48,093
                                     ------------   ----------   -----------
                                     ------------   ----------   -----------
</TABLE>

                                       9
<PAGE>
                              SEPARATE ACCOUNT TWO

                        HARTFORD LIFE INSURANCE COMPANY
                STATEMENT OF ASSETS & LIABILITIES -- (CONTINUED)
                               DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                                                 UNITS
                                                                                OWNED BY       UNIT        CONTRACT
                                                                              PARTICIPANTS    PRICE        LIABILITY
                                                                              ------------  ----------  ---------------
<S>                                                                           <C>           <C>         <C>
DEFERRED ANNUITY CONTRACTS IN THE ACCUMULATION PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Bond Fund Qualified 1.00%.................................................       386,894  $ 3.081636  $     1,192,266
  Bond Fund Non-Qualified 1.00%.............................................     2,747,334    3.034781        8,337,557
  Bond Fund 1.25%...........................................................    85,397,157    1.606681      137,205,990
  Bond Fund .25%............................................................       130,046    1.048603          136,367
  Stock Fund Qualified 1.00%................................................     1,015,114    4.177385        4,240,521
  Stock Fund Non-Qualified 1.00%............................................     3,743,893    3.994491       14,954,948
  Stock Fund 1.25%..........................................................   248,563,344    2.180436      541,976,464
  Stock Fund .25%...........................................................     1,226,382    1.123066        1,377,308
  Money Market Fund Qualified 1.00%.........................................     1,193,859    2.261057        2,699,383
  Money Market Fund Non-Qualified 1.00%.....................................    14,166,909    2.262124       32,047,305
  Money Market Fund 1.25%...................................................   138,396,161    1.462471      202,400,371
  Money Market Fund .25%....................................................       186,512    1.064380          198,520
  Advisers Fund Qualified 1.00%.............................................     4,660,625    2.959828       13,794,648
  Advisers Fund Non-Qualified 1.00%.........................................    15,416,951    2.959828       45,631,522
  Advisers Fund 1.25%.......................................................   858,013,683    1.990804    1,708,137,073
  Advisers Fund .25%........................................................     1,344,430    1.088404        1,463,283
  U.S. Government Money Market Fund Qualified 1.00%.........................        20,769    1.810814           37,609
  U.S. Government Money Market Fund 1.25%...................................        48,432    1.408971           68,240
  Aggressive Growth Fund Qualified 1.00%....................................       938,226    4.368563        4,098,699
  Aggressive Growth Fund Non-Qualified 1.00%................................     2,983,029    4.366578       13,025,628
  Aggressive Growth Fund 1.25%..............................................   220,935,895    2.615288      577,810,995
  Aggressive Growth Fund .25%...............................................     2,691,355    1.233577        3,319,994
  Mortgage Securities Fund Qualified 1.00%..................................     1,431,871    2.084988        2,985,434
  Mortgage Securities Fund Non-Qualified 1.00%..............................    11,296,904    2.084988       23,553,908
  Mortgage Securities Fund 1.25%............................................   112,417,272    1.636791      184,003,579
  Mortgage Securities Fund .25%.............................................       105,417    1.037405          109,360
  Index Fund 1.25%..........................................................    50,799,238    1.749714       88,884,138
  Index Fund .25%...........................................................       205,039    1.099141          225,367
  International Opportunities Fund Qualified 1.00%..........................       556,691    1.194697          665,077
  International Opportunities Fund Non-Qualified 1.00%......................     2,439,349    1.194654        2,914,179
  International Opportunities Fund 1.25%....................................   246,259,349    1.181321      290,911,341
  International Opportunities Fund .25%.....................................     1,080,735    1.295734        1,400,346
  Dividend and Growth Fund Qualified 1.00%..................................        36,668    1.011382           37,085
  Dividend and Growth Fund Non-Qualified 1.00%..............................       335,338    1.011382          339,155
  Dividend and Growth Fund 1.25%............................................    29,145,963    1.009335       29,418,040
  Dividend and Growth Fund .25%.............................................        59,971    1.017552           61,024
  Smith Barney Shearson Daily Dividend, Inc. Qualified 1.00%................        96,101    2.458044          236,221
  Smith Barney Shearson Daily Dividend, Inc. Non-Qualified 1.00%............       161,059    2.543759          409,695
  Smith Barney Shearson Appreciation Fund, Inc. Qualified 1.00%.............        23,909    4.902844          117,221
  Smith Barney Shearson Government and Agencies, Inc. Qualified 1.00%.......        21,677    2.218682           48,093
                                                                                                        ---------------
  Sub-total Individual Sub-Accounts.........................................                              3,940,473,954
                                                                                                        ---------------
GROUP SUB-ACCOUNTS:
  Bond Fund Qualified 1.00% QP..............................................     1,668,221    3.609357        6,021,205
  Bond Fund 1.25% DCII......................................................     1,122,768    3.499674        3,929,323
  Bond Fund .15% DCII.......................................................       305,816    3.261226          997,336
  Stock Fund Qualified 1.00% QP.............................................     4,283,748    6.985679       29,924,886
  Stock Fund Qualified .825% QP.............................................     1,435,480    5.600682        8,039,665
  Stock Fund Non-Qualified 1.00% NQ.........................................        88,837    5.481096          486,923
  Stock Fund Non-Qualified .825% NQ.........................................       890,205    5.610519        4,994,510
  Stock Fund 1.25% DCII.....................................................     3,884,750    6.771260       26,304,653
  Stock Fund .15% DCII......................................................       858,147    5.201059        4,463,271
  Money Market Fund Qualified .375% QP......................................         2,095    2.802645            5,871
  Money Market Fund 1.25% DCII..............................................       905,063    2.511791        2,273,329
  Money Market Fund .15% DCII...............................................       265,801    2.416025          642,182
  Advisers Fund 1.25% DCII..................................................     8,279,212    2.875723       23,808,720
  Advisers Fund .15% DCII...................................................       528,996    3.268187        1,728,857
  U.S. Government Money Market Fund 1.25% DCII..............................       483,107    1.758459          849,524
</TABLE>

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

                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                                                 UNITS
                                                                                OWNED BY       UNIT        CONTRACT
                                                                              PARTICIPANTS    PRICE        LIABILITY
                                                                              ------------  ----------  ---------------
GROUP SUB-ACCOUNTS -- (CONTINUED)
<S>                                                                           <C>           <C>         <C>
  U.S. Government Money Market Fund .15% DCII...............................        37,301  $ 2.003628  $        74,738
  Aggressive Growth Fund 1.25% DCII.........................................     6,922,578    4.256870       29,468,515
  Aggressive Growth Fund .15% DCII..........................................       599,956    4.785486        2,871,082
  Mortgage Securities Fund 1.25% DCII.......................................       993,777    2.033647        2,020,991
  Mortgage Securities Fund .15% DCII........................................        78,285    2.268923          177,623
  Index Fund 1.25% DCII.....................................................     2,375,877    1.737856        4,128,933
  Index Fund .15% DCII......................................................       216,621    1.875849          406,348
  International Opportunities Fund 1.25% DCII...............................     3,640,068    1.181488        4,300,697
  International Opportunities Fund .15% DCII................................       333,919    1.241199          414,460
  Socially Responsive Fund 1.25% DCII.......................................       692,817    1.417414          982,008
                                                                                                        ---------------
  Sub-total Group Sub-Accounts..............................................                                159,315,650
                                                                                                        ---------------
TOTAL ACCUMULATION PERIOD...................................................                              4,099,789,604
                                                                                                        ---------------
ANNUITY CONTRACTS IN THE ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Bond Fund Non-Qualified 1.00%.............................................           704    3.034781            2,138
  Bond Fund 1.25%...........................................................       129,039    1.606681          207,325
  Stock Fund Non-Qualified 1.00%............................................         7,925    3.994491           31,657
  Stock Fund 1.25%..........................................................       191,847    2.180436          418,310
  Money Market Fund Qualified 1.00%.........................................        20,342    2.261057           45,994
  Money Market Fund Non-Qualified 1.00%.....................................       129,600    2.262124          293,172
  Money Market Fund 1.25%...................................................       434,331    1.462471          635,196
  Advisers Fund Qualified 1.00%.............................................         5,523    2.959828           16,347
  Advisers Fund Non-Qualified 1.00%.........................................        75,862    2.959828          224,538
  Advisers Fund 1.25%.......................................................       786,775    1.990804        1,566,314
  U.S. Government Money Market Fund Qualified 1.00%.........................        25,034    1.810814           45,331
  Aggressive Growth Fund Non-Qualified 1.00%................................         5,273    4.366578           23,026
  Aggressive Growth Fund 1.25%..............................................        53,426    2.615288          139,725
  Mortgage Securities Fund Qualified 1.00%..................................         8,740    2.084988           18,223
  Mortgage Securities Fund Non-Qualified 1.00%..............................       118,956    2.084988          248,021
  Mortgage Securities Fund 1.25%............................................        82,741    1.636791          135,429
  Index Fund 1.25%..........................................................        26,043    1.749714           45,568
  International Opportunities Fund 1.25%....................................       132,984    1.181321          157,097
                                                                                                        ---------------
  Sub-total Individual Sub-Accounts.........................................                                  4,253,411
                                                                                                        ---------------
GROUP SUB-ACCOUNTS:
  Bond Fund Qualified 1.00% QP..............................................        91,006    3.609357          328,473
  Bond Fund 1.25% DCII......................................................       308,096    3.499674        1,078,236
  Bond Fund 1.00% DCII......................................................        14,445    3.595086           51,932
  Stock Fund Qualified 1.00% QP.............................................       233,773    6.985679        1,633,062
  Stock Fund Qualified .825% QP.............................................        54,011    5.600682          302,500
  Stock Fund Non-Qualified 1.00% NQ.........................................           728    5.481096            3,988
  Stock Fund Non-Qualified .825% NQ.........................................        65,133    5.610519          365,428
  Stock Fund 1.25% DCII.....................................................       964,557    6.771260        6,531,268
  Stock Fund 1.00% DCII.....................................................         4,948    6.963798           34,458
  Stock Fund .15% DCII......................................................         3,585    5.201059           18,646
  Money Market Fund 1.25% DCII..............................................       178,327    2.511791          447,919
  Advisers Fund 1.25% DCII..................................................     1,609,483    2.875723        4,628,427
  Advisers Fund .15% DCII...................................................        24,841    3.268187           81,184
  U.S. Government Money Market Fund 1.25% DCII..............................        77,431    1.758459          136,159
  Aggressive Growth Fund 1.25% DCII.........................................       402,001    4.256870        1,711,264
  Mortgage Securities Fund 1.25% DCII.......................................       129,833    2.033647          264,035
  Index Fund 1.25% DCII.....................................................       399,168    1.737856          693,697
  International Opportunities Fund 1.25% DCII...............................        98,542    1.181488          116,426
  Socially Responsive Fund 1.25% DCII.......................................        29,864    1.417414           42,330
                                                                                                        ---------------
  Sub-total Group Sub-Accounts..............................................                                 18,469,432
                                                                                                        ---------------
TOTAL ANNUITY PERIOD........................................................                                 22,722,843
                                                                                                        ---------------
GRAND TOTAL.................................................................                            $ 4,122,512,447
                                                                                                        ---------------
                                                                                                        ---------------
</TABLE>

                                       11
<PAGE>
                              SEPARATE ACCOUNT TWO

                        HARTFORD LIFE INSURANCE COMPANY
                            STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 1994

<TABLE>
<CAPTION>
                                                                                                     U.S.
                                                                                                  GOVERNMENT
                                                                    MONEY                        MONEY MARKET
                                      BOND FUND     STOCK FUND   MARKET FUND    ADVISERS FUND        FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT
                                     ------------  ------------  ------------   --------------   -------------
<S>                                  <C>           <C>           <C>            <C>              <C>
INVESTMENT INCOME:
  Dividends........................  $ 10,129,126  $ 13,298,486  $ 8,730,379    $   57,979,079    $    42,603
EXPENSES:
  Mortality and expense
    undertakings...................    (1,981,904)   (7,426,331)  (2,661,371)      (21,578,163)       (13,685)
                                     ------------  ------------  ------------   --------------   -------------
    Net investment income (loss)...     8,147,222     5,872,155    6,069,008        36,400,916         28,918
                                     ------------  ------------  ------------   --------------   -------------
  Capital gains income.............     3,020,067    34,722,942      --             47,447,226        --
                                     ------------  ------------  ------------   --------------   -------------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
    security transactions..........      (421,917)     (203,916)     --                414,315        --
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............   (19,519,205)  (59,765,259)     --           (154,737,742)       --
                                     ------------  ------------  ------------   --------------   -------------
    Net gains (losses) on
      investments..................   (19,941,122)  (59,969,175)     --           (154,323,427)       --
                                     ------------  ------------  ------------   --------------   -------------
    Net increase (decrease) in net
      assets resulting from
      operations...................  $ (8,773,833) $(19,374,078) $ 6,069,008    $  (70,475,285)   $    28,918
                                     ------------  ------------  ------------   --------------   -------------
                                     ------------  ------------  ------------   --------------   -------------
</TABLE>

* From Inception, March 8, 1994, to December 31, 1994.

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

                                       12
<PAGE>
<TABLE>
<CAPTION>
                                                           MORTGAGE                      INTERNATIONAL                 SOCIALLY
                                         AGGRESSIVE       SECURITIES                     OPPORTUNITIES  DIVIDEND AND   RESPONSIVE
                                         GROWTH FUND         FUND         INDEX FUND         FUND       GROWTH FUND      FUND
                                         SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT*   SUB-ACCOUNT
                                       ---------------   -------------   -------------   ------------   ------------   ---------
<S>                                    <C>               <C>             <C>             <C>            <C>            <C>
INVESTMENT INCOME:
  Dividends........................      $   2,216,268   $ 15,801,876     $ 2,259,862    $ 3,567,586    $   419,546    $ 31,623
EXPENSES:
  Mortality and expense
    undertakings...................         (6,812,975)    (2,897,906)     (1,104,316)    (3,151,951)      (135,382)    (11,158)
                                       ---------------   -------------   -------------   ------------   ------------   ---------
    Net investment income (loss)...         (4,596,707)    12,903,970       1,155,546        415,635        284,164      20,465
                                       ---------------   -------------   -------------   ------------   ------------   ---------
  Capital gains income.............         42,093,901      1,176,728         --             --             --            --
                                       ---------------   -------------   -------------   ------------   ------------   ---------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
    security transactions..........            316,913     (2,117,604)        177,595        (38,119)         1,622        (180)
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............        (28,599,970)   (19,218,450)     (1,319,890)    (9,418,006)      (486,442)    (59,462)
                                       ---------------   -------------   -------------   ------------   ------------   ---------
    Net gains (losses) on
      investments..................        (28,283,057)   (21,336,054)     (1,142,295)    (9,456,125)      (484,820)    (59,642)
                                       ---------------   -------------   -------------   ------------   ------------   ---------
    Net increase (decrease) in net
      assets resulting from
      operations...................      $   9,214,137   $ (7,255,356)    $    13,251    $(9,040,490)   $  (200,656)   $(39,177)
                                       ---------------   -------------   -------------   ------------   ------------   ---------
                                       ---------------   -------------   -------------   ------------   ------------   ---------

<CAPTION>
                                                            SMITH
                                      SMITH                BARNEY
                                      BARNEY     SMITH     SHEARSON
                                     SHEARSON    BARNEY    GOVERNMENT
                                      DAILY     SHEARSON     AND
                                     DIVIDEND   APPRECIATION AGENCIES
                                       FUND       FUND      FUND
                                     SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
                                     --------   --------   -------
<S>                                  <C>        <C>        <C>
INVESTMENT INCOME:
  Dividends........................  $24,231    $ 1,969    $1,757
EXPENSES:
  Mortality and expense
    undertakings...................   (6,845)    (1,226)     (488)
                                     --------   --------   -------
    Net investment income (loss)...   17,386        743     1,269
                                     --------   --------   -------
  Capital gains income.............    --         6,550      --
                                     --------   --------   -------
NET REALIZED AND UNREALIZED GAIN
  (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
    security transactions..........    --          (476)     --
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............    --        (9,210)     --
                                     --------   --------   -------
    Net gains (losses) on
      investments..................    --        (9,686)     --
                                     --------   --------   -------
    Net increase (decrease) in net
      assets resulting from
      operations...................  $17,386    $(2,393)   $1,269
                                     --------   --------   -------
                                     --------   --------   -------
</TABLE>

                                       13
<PAGE>
                              SEPARATE ACCOUNT TWO

                        HARTFORD LIFE INSURANCE COMPANY
                       STATEMENT OF CHANGES IN NET ASSETS
                      FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                                                                     U.S.
                                                                                                  GOVERNMENT
                                                                    MONEY                        MONEY MARKET
                                      BOND FUND     STOCK FUND   MARKET FUND    ADVISERS FUND        FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                                     ------------  ------------  ------------  ---------------   ------------
<S>                                  <C>           <C>           <C>           <C>               <C>
OPERATIONS:
  Net investment income (loss).....  $  8,147,222  $  5,872,155  $  6,069,008  $    36,400,916    $   28,918
  Capital gains income.............     3,020,067    34,722,942       --            47,447,226       --
  Net realized gain (loss) on
    security transactions..........      (421,917)     (203,916)      --               414,315       --
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............   (19,519,205)  (59,765,259)      --          (154,737,742)      --
                                     ------------  ------------  ------------  ---------------   ------------
  Net increase (decrease) in net
    assets resulting from
    operations.....................    (8,773,833)  (19,374,078)    6,069,008      (70,475,285)       28,918
                                     ------------  ------------  ------------  ---------------   ------------
UNIT TRANSACTIONS:
  Purchases........................    29,721,918   105,127,448    72,433,601      419,190,064       205,153
  Net transfers....................   (10,176,062)   20,445,965    10,951,538       14,104,761      (151,291)
  Surrenders.......................   (11,477,200)  (25,527,779)  (33,930,464)     (88,886,489)      (65,287)
  Net annuity transactions.........       284,001     1,000,538       596,459        2,114,613       (29,641)
                                     ------------  ------------  ------------  ---------------   ------------
  Net increase (decrease) in net
    assets resulting from unit
    transactions...................     8,352,657   101,046,172    50,051,134      346,522,949       (41,066)
                                     ------------  ------------  ------------  ---------------   ------------
  Total increase (decrease) in net
    assets.........................      (421,176)   81,672,094    56,120,142      276,047,664       (12,148)
NET ASSETS:
  Beginning of period..............   159,909,323   564,430,371   185,569,101    1,525,033,248     1,223,749
                                     ------------  ------------  ------------  ---------------   ------------
  End of period....................  $159,488,147  $646,102,465  $241,689,243  $ 1,801,080,912    $1,211,601
                                     ------------  ------------  ------------  ---------------   ------------
                                     ------------  ------------  ------------  ---------------   ------------

                                       HARTFORD LIFE INSURANCE COMPANY
                                     STATEMENT OF CHANGES IN NET ASSETS
                                    FOR THE YEAR ENDED DECEMBER 31, 1993

<CAPTION>
                                                                                                     U.S.
                                                                                                  GOVERNMENT
                                                                    MONEY                        MONEY MARKET
                                      BOND FUND     STOCK FUND   MARKET FUND    ADVISERS FUND        FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                                     ------------  ------------  ------------  ---------------   ------------
<S>                                  <C>           <C>           <C>           <C>               <C>
OPERATIONS:
  Net investment income (loss).....  $  7,572,358  $  8,308,344  $  2,813,416  $    25,701,741    $   18,672
  Capital gains income.............        99,084    18,638,665       --            20,817,465       --
  Net realized gain (loss) on
    security transactions..........       215,618       447,050       --               182,805       --
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............     1,690,700    30,785,479       --            65,119,250       --
                                     ------------  ------------  ------------  ---------------   ------------
  Net increase (decrease) in net
    assets resulting from
    operations.....................     9,577,760    58,179,538     2,813,416      111,821,261        18,672
                                     ------------  ------------  ------------  ---------------   ------------
UNIT TRANSACTIONS:
  Purchases........................    64,035,095   163,937,277    83,799,945      714,972,050       194,811
  Net transfers....................     4,924,354    25,227,185   (35,854,970)     105,616,425       (65,248)
  Surrenders.......................    (6,989,348)  (15,906,440)  (25,784,152)     (50,149,218)     (212,373)
  Net annuity transactions.........       343,986       669,968       118,488          968,114        72,905
                                     ------------  ------------  ------------  ---------------   ------------
  Net increase (decrease) in net
    assets resulting from unit
    transactions...................    62,314,087   173,927,990    22,279,311      771,407,371        (9,905)
                                     ------------  ------------  ------------  ---------------   ------------
  Total increase (decrease) in net
    assets.........................    71,891,847   232,107,528    25,092,727      883,228,632         8,767
NET ASSETS:
  Beginning of period..............    88,017,476   332,322,843   160,476,376      641,804,616     1,214,982
                                     ------------  ------------  ------------  ---------------   ------------
  End of period....................  $159,909,323  $564,430,371  $185,569,101  $ 1,525,033,248    $1,223,749
                                     ------------  ------------  ------------  ---------------   ------------
                                     ------------  ------------  ------------  ---------------   ------------
</TABLE>

* From Inception, March 8, 1994, to December 31, 1994.

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

                                       14
<PAGE>
                              SEPARATE ACCOUNT TWO

                        HARTFORD LIFE INSURANCE COMPANY
                       STATEMENT OF CHANGES IN NET ASSETS
                      FOR THE YEAR ENDED DECEMBER 31, 1994
<TABLE>
<CAPTION>
                                                           MORTGAGE                      INTERNATIONAL                    SOCIALLY
                                         AGGRESSIVE       SECURITIES                     OPPORTUNITIES    DIVIDEND AND   RESPONSIVE
                                         GROWTH FUND         FUND         INDEX FUND         FUND         GROWTH 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).....      $  (4,596,707)  $ 12,903,970     $ 1,155,546    $     415,635    $   284,164    $   20,465
  Capital gains income.............         42,093,901      1,176,728         --              --              --             --
  Net realized gain (loss) on
    security transactions..........            316,913     (2,117,604)        177,595          (38,119)         1,622          (180)
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............        (28,599,970)   (19,218,450)     (1,319,890)      (9,418,006)      (486,442)      (59,462)
                                       ---------------   -------------   -------------   -------------    ------------   -----------
  Net increase (decrease) in net
    assets resulting from
    operations.....................          9,214,137     (7,255,356)         13,251       (9,040,490)      (200,656)      (39,177)
                                       ---------------   -------------   -------------   -------------    ------------   -----------
UNIT TRANSACTIONS:
  Purchases........................        147,740,784     19,118,960      11,954,835       93,762,262     13,185,613       376,701
  Net transfers....................         33,684,129    (49,453,490)       (438,563)      55,977,196     17,422,326       (75,712)
  Surrenders.......................        (18,517,067)   (20,146,010)     (3,246,522)      (7,306,583)      (551,979)      (19,945)
  Net annuity transactions.........            396,915        137,102          59,473         (104,557)       --              4,610
                                       ---------------   -------------   -------------   -------------    ------------   -----------
  Net increase (decrease) in net
    assets resulting from unit
    transactions...................        163,304,761    (50,343,438)      8,329,223      142,328,318     30,055,960       285,654
                                       ---------------   -------------   -------------   -------------    ------------   -----------
  Total increase (decrease) in net
    assets.........................        172,518,898    (57,598,794)      8,342,474      133,287,828     29,855,304       246,477
NET ASSETS:
  Beginning of period..............        459,950,031    271,115,397      86,041,578      167,591,795        --            777,861
                                       ---------------   -------------   -------------   -------------    ------------   -----------
  End of period....................      $ 632,468,929   $213,516,603     $94,384,052    $ 300,879,623    $29,855,304    $1,024,338
                                       ---------------   -------------   -------------   -------------    ------------   -----------
                                       ---------------   -------------   -------------   -------------    ------------   -----------

                                           HARTFORD LIFE INSURANCE COMPANY
                                          STATEMENT OF CHANGES IN NET ASSETS
                                         FOR THE YEAR ENDED DECEMBER 31, 1993

<CAPTION>
                                                           MORTGAGE                      INTERNATIONAL                    SOCIALLY
                                         AGGRESSIVE       SECURITIES                     OPPORTUNITIES    DIVIDEND AND   RESPONSIVE
                                         GROWTH FUND         FUND         INDEX FUND         FUND         GROWTH 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).....      $   1,600,110   $ 12,652,275     $   799,021    $    (291,109)   $    14,203    $   13,390
  Capital gains income.............          3,197,599        --              --              --              --             --
  Net realized gain (loss) on
    security transactions..........          1,188,667        109,955          25,192          (11,820)           (75)       --
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............         49,594,313     (1,569,545)      4,591,529       23,588,342         26,706        --
                                       ---------------   -------------   -------------   -------------    ------------   -----------
  Net increase (decrease) in net
    assets resulting from
    operations.....................         55,580,689     11,192,685       5,415,742       23,285,413         40,834        13,390
                                       ---------------   -------------   -------------   -------------    ------------   -----------
UNIT TRANSACTIONS:
  Purchases........................        195,275,139     95,499,459      30,471,477       67,601,208        302,593        --
  Net transfers....................         22,666,403    (19,922,573)        879,825       46,857,348          1,511       (89,601)
  Surrenders.......................         (8,251,678)   (18,992,076)     (2,314,111)      (1,636,768)       (44,747)       (5,845)
  Net annuity transactions.........            576,660        (52,421)         30,208          268,086          4,631        --
                                       ---------------   -------------   -------------   -------------    ------------   -----------
  Net increase (decrease) in net
    assets resulting from unit
    transactions...................        210,266,524     56,532,389      29,067,399      113,089,874        263,988       (95,446)
                                       ---------------   -------------   -------------   -------------    ------------   -----------
  Total increase (decrease) in net
    assets.........................        265,847,213     67,725,074      34,483,141      136,375,287        304,822       (82,056)
NET ASSETS:
  Beginning of period..............        194,102,818    203,390,323      51,558,437       31,216,508        473,039       814,037
                                       ---------------   -------------   -------------   -------------    ------------   -----------
  End of period....................      $ 459,950,031   $271,115,397     $86,041,578    $ 167,591,795    $   777,861    $  731,981
                                       ---------------   -------------   -------------   -------------    ------------   -----------
                                       ---------------   -------------   -------------   -------------    ------------   -----------

<CAPTION>
                                                                   SMITH
                                        SMITH                      BARNEY
                                       BARNEY         SMITH       SHEARSON
                                      SHEARSON       BARNEY      GOVERNMENT
                                        DAILY       SHEARSON        AND
                                      DIVIDEND     APPRECIATION   AGENCIES
                                        FUND          FUND          FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------   ----------
<S>                                  <C>           <C>           <C>
OPERATIONS:
  Net investment income (loss).....    $ 17,386      $    743      $ 1,269
  Capital gains income.............      --             6,550       --
  Net realized gain (loss) on
    security transactions..........      --              (476)      --
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............      --            (9,210)      --
                                     -----------   -----------   ----------
  Net increase (decrease) in net
    assets resulting from
    operations.....................      17,386        (2,393)       1,269
                                     -----------   -----------   ----------
UNIT TRANSACTIONS:
  Purchases........................      --                50       --
  Net transfers....................     (18,624)        2,681       --
  Surrenders.......................     (84,827)       (2,515)      (6,354)
  Net annuity transactions.........      --            --           --
                                     -----------   -----------   ----------
  Net increase (decrease) in net
    assets resulting from unit
    transactions...................    (103,451)          216       (6,354)
                                     -----------   -----------   ----------
  Total increase (decrease) in net
    assets.........................     (86,065)       (2,177)      (5,085)
NET ASSETS:
  Beginning of period..............     731,981       119,398       53,178
                                     -----------   -----------   ----------
  End of period....................    $645,916      $117,221      $48,093
                                     -----------   -----------   ----------
                                     -----------   -----------   ----------

                                                                   SMITH
                                        SMITH                      BARNEY
                                       BARNEY         SMITH       SHEARSON
                                      SHEARSON       BARNEY      GOVERNMENT
                                        DAILY       SHEARSON        AND
                                      DIVIDEND     APPRECIATION   AGENCIES
                                        FUND          FUND          FUND
                                     SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                     -----------   -----------   ----------
<S>                                  <C>           <C>           <C>
OPERATIONS:
  Net investment income (loss).....    $    459      $  1,816      $   901
  Capital gains income.............       3,734        --           --
  Net realized gain (loss) on
    security transactions..........         234        (1,362)      --
  Net unrealized appreciation
    (depreciation) of investments
    during the period..............       3,565         4,504       --
                                     -----------   -----------   ----------
  Net increase (decrease) in net
    assets resulting from
    operations.....................       7,992         4,958          901
                                     -----------   -----------   ----------
UNIT TRANSACTIONS:
  Purchases........................          50        --           --
  Net transfers....................      --            --           --
  Surrenders.......................      (1,830)      (55,563)      (4,573)
  Net annuity transactions.........      --            --           --
                                     -----------   -----------   ----------
  Net increase (decrease) in net
    assets resulting from unit
    transactions...................      (1,780)      (55,563)      (4,573)
                                     -----------   -----------   ----------
  Total increase (decrease) in net
    assets.........................       6,212       (50,605)      (3,672)
NET ASSETS:
  Beginning of period..............     113,186        50,605       56,850
                                     -----------   -----------   ----------
  End of period....................    $119,398      $ --          $53,178
                                     -----------   -----------   ----------
                                     -----------   -----------   ----------
</TABLE>

                                       15
<PAGE>
                              SEPARATE ACCOUNT TWO

                        HARTFORD LIFE INSURANCE COMPANY
                         NOTES TO FINANCIAL STATEMENTS
                               DECEMBER 31, 1994

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.

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).  Cost of investments
       sold is determined on the basis of identified cost. Dividend and  capital
       gains income are accrued as of the ex-dividend date.

    b)   SECURITY VALUATION--The investment in  shares of the Hartford, Shearson
       and Calvert Socially  Responsive Series  mutual funds are  valued at  the
       closing  net asset value per share  as determined by the appropriate Fund
       as of December 31, 1994.

    c)  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.

3. ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

    a)   MORTALITY AND EXPENSE UNDERTAKINGS--The  Company, as issuer of variable
       annuity contracts, provides the  mortality and expense undertakings  and,
       with  respect to the Account,  receives a maximum annual  fee of 1.25% of
       the Account's average daily net assets.

    b)   DEDUCTION  OF  ANNUAL  MAINTENANCE  FEE--Annual  maintenance  fees  are
       deducted  through  termination  of  units  of  interest  from  applicable
       contract owners' accounts, in accordance with the terms of the contracts.

                                       16

<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of  income,
stockholder's equity and cash flow for each of the three years in the period
ended December 31, 1994.  These consolidated financial statements and the
schedules referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedules 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 consolidated financial statements are
free of material misstatement.   An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1994  and
1993, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles.

As discussed in the accompanying notes to the consolidated financial statements,
the Company adopted new accounting standards promulgated by  the Financial
Accounting Standards Board, changing its methods of accounting, as of January 1,
1994, for debt and equity securities,  and, effective January 1, 1992, for
postretirement benefits other than pensions and postemployment benefits.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole.  The schedules listed in the
Index to Consolidated Financial Statements and Schedules are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not a required part of the basic consolidated financial statements.  These
schedules have been subjected to the auditing procedures applied in the audits
of the basic consolidated 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 consolidated financial statements taken as a
whole.



                                        ARTHUR ANDERSEN  LLP





Hartford, Connecticut
January 30, 1995

                                       F-2

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF INCOME
                                  (IN MILLIONS)

<TABLE>
<CAPTION>

                                                 FOR THE YEARS ENDED DECEMBER 31,

                                                      1994      1993      1992
<S>                                                <C>        <C>       <C>
REVENUES:
Premiums and other considerations                   $1,100    $  747   $  259
Net investment income                                1,292     1,051      907
Net realized gains on investments                        7        16        5
                                                    ------    ------    ------
                                                     2,399     1,814    1,171

BENEFITS, CLAIMS AND EXPENSES:
Benefits, claims and claim
   adjustment expenses                               1,405     1,046      797
Amortization of deferred policy
    acquisition costs                                  145       113       55
Dividends to policyholders                             419       227       47
Other insurance expenses                               227       210      138
                                                    ------    ------    ------
                                                     2,196     1,596    1,037

INCOME BEFORE INCOME TAX AND
    CUMULATIVE EFFECT OF CHANGES IN
    ACCOUNTING PRINCIPLES                              203       218      134
Income tax expense                                      65        75       45
                                                    ------    ------    ------

INCOME BEFORE CUMULATIVE EFFECT OF
    CHANGES IN ACCOUNTING PRINCIPLES                   138       143       89

Cumulative effect of changes in
    accounting principles net of tax benefit of $7       -         -      (13)
                                                    ------    ------    ------

NET INCOME                                          $  138    $  143    $  76
                                                    ------    ------    ------
                                                    ------    ------    ------
</TABLE>


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

                                       F-3

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                  (IN MILLIONS)
<TABLE>
<CAPTION>

                                                           AS OF  DECEMBER 31,
                                                         1994           1993
                                                       --------       --------
<S>                                                    <C>            <C>
            ASSETS

Investments:
Fixed maturities, available for sale, at fair
value in 1994 and at amortized cost in 1993
(amortized cost, $14,464  in 1994; fair
value, $12,845 in 1993)                                 $13,429        $12,597
Equity securities, at fair value                             68             90
Mortgage loans, at outstanding principal balance            316            228
Policy loans, at outstanding balance                      2,614          1,397
Other investments                                           107             40
                                                        -------        -------
                                                         16,534         14,352

Cash                                                         20              1
Premiums and amounts receivable                             160            327
Reinsurance recoverable                                   5,466          5,532
Accrued investment income                                   378            241
Deferred policy acquisition costs                         1,809          1,334
Deferred income tax                                         590            114
Other assets                                                 83            101
Separate account assets                                  22,809         16,284
                                                        -------        -------
                                                        $47,849        $38,286
                                                        -------        -------
                                                        -------        -------

      LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits                                   $1,890         $1,659
Other policyholder funds                                 21,328         18,234
Other liabilities                                         1,000            916
Separate account liabilities                             22,809         16,284
                                                        -------        -------
                                                         47,027         37,093

Common stock - authorized 1,000 shares, $5,690
par value, issued and outstanding 1,000 shares                6              6
Capital surplus                                             826            676
Unrealized losses on securities, net of tax               (654)            (5)
Retained earnings                                           644            516
                                                        -------        -------
                                                            822          1,193
                                                        -------        -------
                                                        $47,849        $38,286
                                                        -------        -------
                                                        -------        -------
</TABLE>

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

                                       F-4

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                  (IN MILLIONS)

<TABLE>
<CAPTION>

                                                                                         UNREALIZED
                                                                                       GAINS(LOSSES)                     TOTAL
                                                                COMMON        CAPITAL        ON            RETAINED  STOCKHOLDER'S
                                                                STOCK         SURPLUS    SECURITIES        EARNINGS      EQUITY
                                                                -----         -------    ----------        --------      ------
<S>                                                            <C>           <C>       <C>                 <C>        <C>
BALANCE, DECEMBER 31, 1991                                       $   6        $  439         $    1         $  297         $  743
Net Income                                                                                                      76             76
Capital Contribution                                                 -            25              -              -             25
Excess of assets over liabilities on
 reinsurance assumed from affiliate                                  -            34              -              -             34
Change in unrealized losses on equity
  securities, net of tax                                             -             -             (1)             -             (1)
                                                                ------        -------        -------        -------        -------
BALANCE, DECEMBER 31, 1992                                           6           498              0            373            877
                                                                ------        -------        -------        -------        -------
Net Income                                                           -             -              -            143            143
Capital Contribution                                                 -           180              -              -            180
Excess of assets over liabilities on
 reinsurance assumed from affiliate                                  -            (2)             -              -             (2)
Change in unrealized losses on equity
  securities, net of tax                                             -             -             (5)             -             (5)
                                                                ------        -------        -------        -------        -------
BALANCE, DECEMBER 31, 1993                                           6           676             (5)           516          1,193
                                                                ------        -------        -------        -------        -------
Net Income                                                           -             -              -            138            138
Capital Contribution                                                 -           150              -              -            150
Dividends Paid                                                       -             -              -            (10)           (10)
Change in unrealized losses on securities,
   net of tax *                                                      -             -           (649)             -           (649)
                                                                ------        -------        -------        -------        -------
BALANCE, DECEMBER 31, 1994                                       $   6        $  826         $ (654)        $  644         $  822
                                                                ------        -------        -------        -------        -------
                                                                ------        -------        -------        -------        -------
<FN>

*  The 1994 change in unrealized losses on securities, net of tax, includes a
gain of $91 due to adoption of SFAS  #115 as discussed in note 1b to the
consolidated financial statements.
</TABLE>


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

                                       F-5

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASHFLOW
                                  (IN MILLIONS)


<TABLE>
<CAPTION>
                                              FOR THE YEARS ENDED DECEMBER 31,
                                                  1994       1993       1992
                                                  ----       ----       ----
<S>                                            <C>         <C>        <C>
OPERATING ACTIVITIES:
NET INCOME                                      $   138    $   143    $    76
Cumulative effect of accounting changes               -          -         13
Adjustments to net income:
Net realized investment gains before tax             (7)       (16)        (5)
Net policyholder investment losses
  (gains) before tax                                  5        (15)       (15)
Net deferred policy acquisition costs              (441)      (292)      (278)
Net amortization of premium (discount) on
  fixed maturities                                   41          2        (16)
Deferred income tax benefits                       (128)      (121)       (14)
(Increase) decrease  in premiums and
  amounts receivable                                 10        (28)       (14)
Increase in accrued investment income              (106)        (4)      (116)
Decrease(increase) in other assets                  101        (36)        88
Decrease(increase)  in reinsurance
  recoverable                                        75       (121)         0
Increase in liability for future policy
  benefits                                          224        360        527
Increase in other liabilities                       191        176         92
                                                --------  ---------   --------
CASH PROVIDED BY OPERATING ACTIVITIES               103         48        338
                                                --------  ---------   --------
INVESTING ACTIVITIES:
Purchases of fixed maturity investments          (9,127)   (12,406)    (8,948)
Proceeds from sales of fixed maturity
  investments                                     5,708      8,813      5,728
Maturities and principal paydowns of
  long-term investments                           1,931      2,596      1,207
Net purchases of other investments               (1,338)      (206)      (106)
Net sales (purchases) of short-term
  investments                                       135       (564)       221
                                                --------  ---------   --------
CASH USED FOR INVESTING ACTIVITIES               (2,691)    (1,767)    (1,898)
                                                --------  ---------   --------
FINANCING ACTIVITIES:
Net receipts from investment and UL-type
contracts credited to policyholder account
balances                                          2,467      1,513      1,512
Capital contribution                                150        180         25
Excess of assets over liabilities on
  reinsurance assumed from affiliate                 -           -         34
Dividends paid                                      (10)         -          -
                                                --------  ---------   --------
CASH PROVIDED BY FINANCING
  ACTIVITIES                                      2,607      1,693      1,571
                                                --------  ---------   --------
NET INCREASE(DECREASE) IN CASH                       19        (26)        11
Cash at beginning of period                           1         27         16
                                                --------  ---------   --------
CASH AT END OF PERIOD                           $    20    $     1    $    27
                                                --------  ---------   --------
                                                --------  ---------   --------
</TABLE>

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

                                       F-6

<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                          (DOLLAR AMOUNTS IN MILLIONS)

1.   SIGNIFICANT ACCOUNTING POLICIES

     (A)  BASIS OF PRESENTATION:

          These consolidated financial statements include Hartford Life
          Insurance Company (the Company or HLIC) and its wholly-owned
          subsidiaries, ITT Hartford Life and Annuity Company (ILA) and ITT
          Hartford International Life Reassurance Corporation (HLR), formerly
          American Skandia Life Reinsurance Corporation.  HLIC is a wholly-owned
          subsidiary of Hartford Life and Accident Insurance Company (HLA).
          The Company is ultimately owned by Hartford Fire Insurance Company
          (Hartford Fire), which is ultimately owned by ITT Hartford Group,
          Inc., a subsidiary of ITT Corporation (ITT).

          The consolidated financial statements are prepared in conformity with
          generally accepted accounting principles which differ in certain
          material respects from the accounting practices prescribed or
          permitted by various insurance regulatory authorities.

          Certain reclassifications have been made to prior year financial
          statements to conform to current year classifications.

     (B)  CHANGES IN ACCOUNTING PRINCIPLES:

          Effective January 1, 1992, the Company adopted Statement of Financial
          Accounting Standards (SFAS)No. 106, "Employers' Accounting for
          Postretirement Benefits Other than Pensions" and SFAS No. 112,
          Employers' Accounting for Postemployment Benefits", using the
          immediate recognition method.  Accordingly, a cumulative adjustment
          (through December 31, 1991) of $7 after-tax has been recognized at
          January 1, 1992.

          Effective January 1, 1994, the Company adopted SFAS No. 115,
          "Accounting for Certain Investments in Debt and Equity Securities".
          The new standard requires, among other things, that fixed maturities
          be classified as "held-to-maturity", "available-for-sale" or "trading"
          based on the Company's intentions with respect to the ultimate
          disposition of the security and its ability to effect those
          intentions.  The classification determines the appropriate accounting
          carrying value (cost basis or fair value) and, in the case of fair
          value, whether the adjustment impacts Stockholder's Equity directly or
          is reflected in the Consolidated Statements of Income.  Investments in
          equity securities had previously been recorded at fair value with the
          corresponding impact included in Stockholder's Equity.  Under SFAS No.
          115,  the Company's fixed maturities are classified as "available for
          sale" and accordingly, these investments are reflected at fair value
          with the corresponding impact included as a component of Stockholder's
          Equity designated as "Unrealized Loss on Securities, Net of Tax."
          As with the underlying investment security, unrealized gains and
          losses on derivative financial instruments are considered in
          determining the fair value of the portfolios.  The impact of adoption
          was an increase to stockholder's equity of $91.

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

     (C)  REVENUE RECOGNITION:

          Revenues for universal life policies and investment products consist
          of policy charges for the cost of insurance,

                                       F-7

<PAGE>

          policy administration and surrender charges assessed to policy account
          balances.  Premiums for traditional life insurance policies are
          recognized as revenues when they are due from policyholders.  Deferred
          acquisition costs are amortized using the retrospective deposit method
          for universal life and other types of contracts where the payment
          pattern is irregular or surrender charges are a significant source of
          profit and the prospective deposit method is used where investment
          margins are the primary source of profit.

     (D)  FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS:

          Liabilities for future policy benefits are computed by the net level
          premium method using interest rate assumptions varying from  3% to 11%
          and withdrawal, mortality and morbidity assumptions which vary by
          plan, year of issue and policy durations and include a provision for
          adverse deviation.  Liabilities for universal life insurance and
          investment products represent policy account balances before
          applicable surrender charges.

     (E)  POLICYHOLDER REALIZED GAINS AND LOSSES:

          Realized gains and losses on security transactions associated with the
          Company's immediate participation guaranteed  contracts are excluded
          from revenues, 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.

     (F)  DEFERRED POLICY ACQUISITION COSTS:

          Policy acquisition costs, including commissions and certain
          underwriting expenses associated with acquiring traditional life
          insurance products, are deferred and amortized over the lesser of the
          estimated or actual contract life.  For universal life insurance and
          investment products, acquisition costs are being amortized generally
          in proportion to the present value of expected gross profits from
          surrender charges, investment, mortality and expense margins.

     (G)  INVESTMENTS:

          Investments in fixed maturities are classified as available for sale
          and accordingly reflected at fair value with the corresponding impact
          of unrealized gains and losses, net of tax, included as a component of
          stockholder's equity.   Securities and derivative instruments,
          including swaps, caps, floors, futures, forward commitments and
          collars, are based on dealer quotes or quoted market prices for the
          same or similar securities.  While the Company has the ability and
          intent to hold all fixed income securities until maturity, due to
          contract obligations, interest rates and tax laws, portfolio activity
          occurs.  These trades are motivated by the need to optimally position
          investment portfolios in reaction to movements in capital markets or
          distribution of policyholder liabilities. When an other than temporary
          reduction in the value of publicly traded securities occurs, the
          decrease is reported as a realized loss and  the carrying value is
          adjusted accordingly.  Real estate is carried at cost less accumulated
          depreciation.  Equity securities, which include common stocks, are
          carried at market value with the after-tax difference from cost
          reflected in stockholder's equity. Realized investment gains and
          losses, after deducting life and pension policyholders share are
          reported as a component of revenue and are determined on a specific
          identification basis.

     (H)  DERIVATIVE FINANCIAL INSTRUMENTS

          The Company uses a variety of derivative financial instruments as part
          of an overall risk management strategy.  These instruments, including
          swaps, caps, collars and exchange traded financial futures, are used
          as a means of hedging exposure to price, foreign currency and/or
          interest rate risk on planned investment purchases or existing assets
          and liabilities.  The Company does not hold or issue derivative
          financial instruments for trading purposes.  The Company's minimum
          correlation threshold for hedge designation is 80%.  If correlation,
          which is assessed monthly and measured based on a rolling three month
          average, falls below 80%, hedge accounting will be terminated.  Gains
          or losses on futures purchased in anticipation of the future receipt
          of product cash flows are deferred and, at the time of the ultimate
          purchase, reflected as a basis adjustment to the purchased asset.
          Gains or losses on futures used in invested asset risk management are
          deferred and adjusted into the basis of the hedged asset when the
          contract is closed.  The basis adjustments are amortized into
          investment income over the remaining asset life.

                                       F-8

<PAGE>

          Open forward commitment contracts are marked to market through
          Stockholder's Equity.  Such contracts are recorded at settlement by
          recording the purchase of  the specified securities at the previously
          committed price.  Gains or losses resulting from the termination of
          the forward commitment contracts before the delivery of the securities
          are recognized immediately in the income statement as a component of
          investment income.

          The Company's accounting for interest rate swaps and purchased or
          written caps, floors, and options used to manage risk is in accordance
          with the concepts established in SFAS 80, "Accounting for Futures
          Contracts", the American Institute of Certified Public Accountants
          Statement of Position 86-2, "Accounting for Options" and various EITF
          pronouncements, except for written options which are written in all
          cases in conjunction with other assets and derivatives as part of an
          overall risk management strategy.  Such synthetic instruments are
          accounted for as hedges.  Derivatives, used as part of a risk
          management strategy, must be designated at inception and have
          consistency of terms between the synthetic instrument and the
          financial instrument being replicated.  Synthetic instrument
          accounting, consistent with industry practice, provides that the
          synthetic asset is accounted for like the financial instrument it is
          intended to replicate.  Interest rate swaps and purchased or written
          caps, floors and options which fail to meet management criteria are
          accounted for at fair market value with the impact reflected in net
          income.

          Interest rate swaps involve the periodic exchange of payments without
          the exchange of underlying principal or notional amounts.  Net
          payments are recognized as an adjustment to income.  Should the swap
          be terminated, the gains or losses are adjusted into the basis of the
          asset or liability and amortized over the remaining life.  The basis
          of the underlying asset or liability is adjusted to reflect changing
          market conditions such as prepayment experience.  Should the asset be
          sold or liability terminated, the gains or losses on the terminated
          position 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.  That is, the settlement component is recognized in the
          Statement of Income while the change in market is recognized as an
          unrealized gain or loss.

          Premiums paid on purchased floor or cap agreements and the premium
          received on issued cap or floor agreements used for risk management,
          as well as the net payments, 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.

          Forward exchange contracts and foreign currency swaps are accounted
          for in accordance with SFAS 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.

     (I)  RELATED PARTY TRANSACTIONS:

          Transactions of the Company with its parent and affiliates relate
          principally to tax settlements, insurance coverage, rental and service
          fees and 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 expenses, are initially paid by Hartford Fire.  Direct
          expenses are allocated to the Company using specific identification
          and indirect expenses are allocated using other applicable methods.

          The rent paid to Hartford Fire for the space occupied by the Company
          was $3   in 1994, 1993, and 1992 respectively.  The Company expects to
          pay rent of $3 in  1995, 1996, 1997,1998, and 1999 respectively and
          $60  thereafter, over the contract life of the lease.

          See also Note (4) for the related party coinsurance agreements.

                                       F-9

<PAGE>

2.   INVESTMENTS

     (A)  COMPONENTS OF NET INVESTMENT INCOME:



<TABLE>
<CAPTION>
                                                  1994        1993       1992
                                                  ----        ----       ----
<S>                                              <C>         <C>        <C>
Interest income                                  $1,247      $1,007       $894
Income from other investments                        54          53         15
                                                 ------      ------     ------
GROSS INVESTMENT INCOME                           1,301       1,060        909
Less: investment expenses                             9           9          2
                                                 ------      ------     ------
NET INVESTMENT INCOME                            $1,292      $1,051       $907
                                                 ------      ------     ------
                                                 ------      ------     ------
</TABLE>

     (B)  UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES:

<TABLE>
<CAPTION>
                                                  1994        1993       1992
                                                  ----        ----       ----
<S>                                              <C>         <C>        <C>
Gross unrealized gains                            $  2        $  3        $ 2
Gross unrealized losses                            (11)        (11)        (2)
Deferred income tax expense (benefit)               (3)         (3)         0
                                                 ------      ------     ------
NET UNREALIZED LOSSES AFTER TAX                     (6)         (5)         0
Balance at beginning of year                        (5)          0          1
                                                 ------      ------     ------
CHANGE IN NET UNREALIZED LOSSES ON
  EQUITY SECURITIES                               $ (1)       $ (5)       $(1)
                                                 ------      ------     ------
                                                 ------      ------     ------
</TABLE>

     (C)  UNREALIZED GAINS (LOSSES) ON FIXED MATURITIES:

<TABLE>
<CAPTION>
                                                  1994        1993       1992
                                                  ----        ----       ----
<S>                                            <C>          <C>        <C>
Gross unrealized gains                         $   150       $ 538      $ 521
Gross unrealized losses                         (1,185)       (290)      (302)
                                               --------      ------     ------
NET UNREALIZED (LOSSES) GAINS                   (1,035)        248        219
Unrealized losses credited to policyholders         37           0          0
Deferred income tax expense (benefit)             (350)         87         75
                                               --------      ------     ------
NET UNREALIZED  (LOSSES) GAINS AFTER TAX          (648)        161        144
Balance at beginning of year                       161         144        297
                                               --------      ------     ------
CHANGE IN NET UNREALIZED (LOSSES)GAINS ON
  FIXED MATURITIES                             $  (809)      $  17      $(153)
                                               --------      ------     ------
                                               --------      ------     ------
</TABLE>

     (D)  COMPONENTS OF NET REALIZED GAINS:

<TABLE>
<CAPTION>
                                                  1994        1993       1992
                                                  ----        ----       ----
<S>                                             <C>         <C>         <C>
Fixed maturities                                  $(34)       $(12)       $20
Equity securities                                  (11)          0          3
Real estate and other                               47          43         (3)
Less: (decrease)increase in liability
  to policyholders for realized gains               (5)         15         15
                                                 ------      ------     ------
NET REALIZED GAINS                                $  7        $ 16        $ 5
                                                 ------      ------     ------
                                                 ------      ------     ------
</TABLE>

                                      F-10

<PAGE>

     (E)  DERIVATIVE INVESTMENTS:

          A summary of investments, segregated by major category along with the
          types of derivatives and their respective notional amounts, are as
          follows as of December 31, 1994 :


<TABLE>
<CAPTION>
                            SUMMARY OF INVESTMENTS
                            AS OF DECEMBER 31, 1994
                               (CARRYING AMOUNTS)

                                                                         ISSUED CAPS,    PURCHASED
                                         TOTAL CARRYING        NON-        FLOORS &     CAPS, FLOORS        FUTURES          SWAPS
                                              VALUE         DERIVATIVE    OPTIONS (B)  & OPTIONS (C)          (D)             (F)
                                         --------------     ----------   ------------  -------------       --------         ------
<S>                                      <C>                <C>          <C>           <C>                 <C>              <C>
Asset Backed Securities                         $5,670          $5,690          $(31)            $24             $0          $(13)
Inverse Floaters (A)                               474             482            (9)              4              0            (3)
Anticipatory (E)                                   (30)              0             0               2              0           (32)
                                               --------        -------         ------         ------         ------         ------
TOTAL ASSET BACKED SECURITIES                    6,114           6,172           (40)             30              0           (48)

Other Bonds and Notes                            6,533           6,606             0               0              0           (73)

Short-Term Investments                             782             782             0               0              0             0
                                               --------        -------         ------         ------         ------         ------
TOTAL FIXED MATURITIES                          13,429          13,560           (40)             30              0          (121)

Other Investments                                3,105           3,105             0               0              0             0
                                               --------        -------         ------         ------         ------         ------

TOTAL INVESTMENTS                              $16,534         $16,665          $(40)            $30             $0         $(121)
                                               --------        -------         ------         ------         ------         ------
                                               --------        -------         ------         ------         ------         ------
</TABLE>

                     SUMMARY OF  INVESTMENTS IN DERIVATIVES
                            AS OF DECEMBER 31, 1994
                               (NOTIONAL AMOUNTS)

<TABLE>
<CAPTION>
                                                          ISSUED CAPS,    PURCHASED
                                         TOTAL NOTIONAL     FLOORS, &   CAPS, FLOORS,        FUTURES          SWAPS
                                            AMOUNT         OPTIONS (B)  & OPTIONS (C)          (D)             (F)
                                         --------------   ------------  -------------       --------         ------
<S>                                      <C>              <C>           <C>                 <C>             <C>
Asset Backed Securities                          $4,244         $1,311         $2,546            $75           $312
Inverse Floaters (A)                              1,129            277             63              3            786
Anticipatory (E)                                    835              0            209            101            525
                                                -------        -------        -------        -------        -------
TOTAL ASSET BACKED                                6,208          1,588          2,818            179          1,623

Other Bonds and Notes                               670              0             72             74            524

Short-Term Investments                                0              0              0              0              0
                                                -------        -------        -------        -------        -------
TOTAL FIXED MATURITIES                            6,878          1,588          2,890            253          2,147

Other Investments                                    16              0              3              0             13
                                                -------        -------        -------        -------        -------

TOTAL INVESTMENTS                                $6,894         $1,588         $2,893           $253         $2,160
                                                -------        -------        -------        -------        -------
                                                -------        -------        -------        -------        -------
</TABLE>

                                      F-11

<PAGE>

A summary of the notional and fair value of derivatives with off Balance Sheet
risk  as of December 31, 1993 is as follows:

<TABLE>
<CAPTION>

                              ISSUED SWAPS, CAPS
                              FLOORS AND COLLARS   FUTURES  FORWARDS     TOTAL
                              ------------------   -------  --------     -----
<S>                           <C>                  <C>      <C>        <C>
Notional                                 $7,015     $1,792       $91   $8,898
Fair Value                                  $(4)        $0        $1      $(3)
</TABLE>

     (A)  Inverse floaters, which are variations of CMO's for which the coupon
          rates move inversely with an index rate (e.g. LIBOR).  The risk to
          principal is considered negligible as the underlying collateral for
          the securities is guaranteed or sponsored by government agencies.   To
          address the volatility risk created by the coupon variability, the
          Company uses a variety of derivative instruments, primarily interest
          rate swaps and issued floors.

     (B)  Comprised primarily of caps ($1,459)  with a weighted average strike
          rate of 7.7% (ranging from 6.8% to 10.2%).  Over 70% mature in 1997
          and 1998.  Issued floors total $125  with a weighted average strike
          rate of 8.3% and mature in 2004.

     (C)  Comprised of purchased floors ($1,856), purchased options and collars
          ($633) and purchased caps ($404).  The floors have a weighted average
          strike price of 5.8% (ranging from 4.8% and 6.6%) and over 85% mature
          in 1997 and 1998.  The options and collars generally mature in 1995
          and 2002.  The caps have a weighted average strike price of 7.2%
          (ranging from 4.5% and 8.9%) and over 66%  mature in 1997 through
          1999.

     (D)  Over 95% of futures contracts expire before December 31, 1995.

     (E)  Deferred gains and losses on anticipatory transactions are included in
          the carrying value of  bond investments in the consolidated balance
          sheets.  At the time of  the ultimate purchase, they are reflected as
          a basis adjustment to the purchased asset.  At December 31, 1994,
          these were $(33) million in net deferred losses for futures, interest
          rate swaps and purchased options.

     (F)  The following table summarizes the maturities of interest rate  and
          foreign currency swaps outstanding at December 31, 1994 and the
          related weighted average interest pay rate or receive rate assuming
          current market conditions:

            MATURITY OF SWAPS ON INVESTMENTS  AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>

                                                                                                                          MATURITY
      DERIVATIVE TYPE                                  1995      1996      1997      1998      1999      2000+     TOTAL     LAST
      ---------------                                  ----      ----      ----      ----      ----      -----     -----  --------
<S>                                                   <C>       <C>       <C>       <C>       <C>       <C>       <C>     <C>
INTEREST RATE SWAPS:
PAY FIXED/RECEIVE VARIABLE:
Notional Value                                            $0       $15       $50        $0      $446      $268      $779      2004
Weighted Average Pay Rate                               0.0%      5.0%      7.2%      0.0%      8.2%      7.8%      7.9%
Weighted Average Receive Rate                           0.0%      6.4%      5.7%      0.0%      7.5%      6.5%      7.0%
PAY VARIABLE/RECEIVE FIXED:
Notional Value                                          $311       $50      $100       $25      $175      $100      $761      2002
Weighted Average Pay Rate                               5.1%      5.3%      5.5%      5.3%      5.4%      6.0%      5.4%
Weighted Average Receive Rate                           8.0%      8.0%      7.5%      4.0%      4.5%      7.2%      6.9%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE:
Notional Value                                           $95       $50       $18       $15        $5      $232      $415      2005
Weighted Average Pay Rate                               4.2%      6.4%      6.8%      6.2%      0.0%      6.0%      5.7%
Weighted Average Receive Rate                           9.1%      6.3%      9.5%      6.4%      0.0%      6.3%      7.1%
TOTAL INTEREST RATE SWAPS                               $406      $115      $168       $40      $626      $600    $1,955      2004
Total Weighted Average Pay Rate                         4.9%      5.7%      6.1%      5.6%      7.4%      6.8%      6.5%
Total Weighted Average Receive Rate                     8.2%      7.1%      7.2%      4.9%      6.7%      6.5%      7.0%
FOREIGN CURRENCY  SWAPS                                  $35       $46       $29       $15       $10       $70      $205      2002
TOTAL SWAPS                                             $441      $161      $197       $55      $636      $670    $2,160      2005
</TABLE>

                                       F-12

<PAGE>

          In addition to risk management through derivative financial
          instruments pertaining to the investment portfolio, interest rate
          sensitivity related to certain Company liabilities was altered
          primarily through interest rate swap agreements. The notional amount
          of the liability agreements in which the Company generally pays one
          variable rate in exchange for another, was $1.7 billion and $1.3
          billion at December 31, 1994 and 1993 respectively.  The weighted
          average pay rate is 6.2%; the weighted average receive rate is 6.6% ,
          and these agreements mature at various times through 2004.


     (F)  CONCENTRATION OF CREDIT RISK:
          The Company has a reinsurance recoverable of  $4.4  billion from
          Mutual Benefit Life Assurance Corporation (Mutual Benefit). The risk
          of Mutual Benefit becoming insolvent is mitigated by the reinsurance
          agreement's requirement that the assets be kept in a security trust
          with the Company as sole beneficiary.  Excluding investments in U.S.
          government and agencies, the Company has no other significant
          concentrations of credit risk.

          The Company currently owns $39.2 million par value of Orange County,
          California Pension Obligation Bonds, $17.1 million of which it
          continues to carry as available for sale under FASB 115 and $22.1
          million which are included in the Separate Account Assets.  While
          Orange County is currently operating under Protection of Chapter 9 of
          the Federal Bankruptcy Laws, the Company believes it is probable that
          it will collect all amounts due under the contractual terms of the
          bonds and that the bonds are not permanently or other than temporarily
          impaired.

          As of December 31, 1994 the Company owned $66.1 million of Mexican
          bonds, $52.3 million of which are payable in Mexican pesos but are
          fully hedged back to U.S. dollars, and $13.8 million of U.S. Dollar
          Denomination Mexican bonds.  The primary risks associated with these
          securities is a default by the Mexican government or imposition of
          currency controls that prevent conversion of Mexican pesos to U.S.
          dollars.  The Company believes both of these risks are remote.

     (G)  FIXED MATURITIES:
          The schedule below details the amortized cost and fair values of the
          Company's fixed maturities by component, along with the gross
          unrealized gains and losses:

<TABLE>
<CAPTION>

                                                       1994
                                                       ----
                                  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         $1,516           $1       $(87)      $1,430
- - guaranteed and sponsored
  - asset backed                    4,256           78       (571)       3,763
States, municipalities and
  political subdivisions              148            1        (12)         137
International governments             189            1        (14)         176
Public utilities                      531            1        (32)         500
All other corporate                 3,717           38       (297)       3,458
All other corporate
  - asset backed                    2,442           30       (121)       2,351
Short-term investments              1,665            0        (51)       1,614
                                  -------        -----    --------     -------
TOTAL                             $14,464         $150    $(1,185)     $13,429
                                  -------        -----    --------     -------
                                  -------        -----    --------     -------
</TABLE>

                                      F-13

<PAGE>
<TABLE>
<CAPTION>

                                                      1993
                                                      ----
                                               GROSS      GROSS
                                AMORTIZED   UNREALIZED  UNREALIZED       FAIR
                                  COST         GAINS      LOSSES         VALUE
                                ---------   ----------  ----------      ------
<S>                             <C>         <C>         <C>           <C>
U.S. Government and government
  agencies and authorities:
- - guaranteed and sponsored        $ 1,637       $   15    $   (12)     $ 1,640
- - guaranteed and sponsored
  - asset backed                    4,070          235       (219)       4,086
States, municipalities and
  political subdivisions               73            9           0          82
International governments             100            5         (3)         102
Public utilities                      423           20         (2)         441
All other corporate                 3,598          180        (42)       3,736
All other corporate
  - asset backed                    1,806           74        (12)       1,868
Short-term investments                890            0           0         890
                                 --------      -------    --------    --------
TOTAL                             $12,597       $  538    $  (290)     $12,845

                                 --------      -------    --------    --------
                                 --------      -------    --------    --------
</TABLE>

          The amortized cost and estimated fair value of fixed maturity
          investments at December 31, 1994, by maturity, are shown below.  Asset
          backed securities are distributed to maturity year based on the
          Company's estimate of the rate of future prepayments of principal over
          the remaining life of the securities.  Expected maturities differ from
          contractual maturities reflecting the borrowers' rights to call or
          prepay their  obligations.

<TABLE>
<CAPTION>

                                        AMORTIZED COST    ESTIMATED FAIR VALUE
                                        --------------    --------------------
MATURITY
- --------
<S>                                     <C>                <C>
Due in one year or less                        $ 2,214                 $ 2,183
Due after one year through five years            7,000                   6,647
Due after five years through ten years           3,678                   3,334
Due after ten years                              1,572                   1,265
                                             ---------               ---------
                                               $14,464                 $13,429
                                             ---------               ---------
                                             ---------               ---------
</TABLE>

          Sales of  fixed maturities excluding short-term fixed maturities for
          the years ended 1994, 1993, and 1992 resulted in proceeds of $5,708,
          $8,813, and $5,728, respectively, resulting in gross realized gains of
          $71, $192, and $140, and gross  realized losses of  $100, $219, and
          $135, respectively, not including policyholder gains and losses.
          Sales of equity securities and other investments for the years ended
          December 31, 1994, 1993, and 1992 resulted in proceeds of $159, $127
          and $7, respectively, resulting in gross realized gains of $3, $0, and
          $3, and gross realized losses of $14, $0, and $0, respectively, not
          including policyholder gains and losses.

                                      F-14

<PAGE>

     (H)  FAIR VALUE OF FINANCIAL INSTRUMENTS NOT DISCLOSED ELSEWHERE :

          BALANCE SHEET ITEMS:

<TABLE>
<CAPTION>

                                           1994                     1993
                                  CARRYING       FAIR    CARRYING        FAIR
                                   AMOUNT        VALUE    AMOUNT         VALUE
                                 ---------      ------   --------       ------
<S>                              <C>            <C>     <C>            <C>
         ASSETS
Other invested assets:
Policy loans                        $2,614      $2,614     $1,397       $1,397
Mortgage loans                         316         316        228          228
Investments in partnership
  and trusts                            36          42         14           34
Miscellaneous                           67          67         22           63

         LIABILITIES
Other policy claims and
  benefits                         $13,001     $12,374    $11,140      $11,415
</TABLE>

          The following methods and assumptions were used to estimate the fair
          value of each class of financial instrument:policy and mortgage loan
          carrying amounts approximate fair value; investments in partnerships
          and trusts are based on external market valuations from partnership
          and trust management; and other policy claims and benefits payable are
          determined by estimating future cash flows discounted at the current
          market rate.

3.   INCOME TAX

          The Company  is included in ITT's consolidated U.S. Federal income tax
          return and remits to  (receives from) ITT a current income tax
          provision  (benefit) computed in accordance with the tax sharing
          arrangements between ITTand its  insurance subsidiaries.  The
          effective tax rate was 32% in 1994,  and approximates the U.S.
          statutory  tax rates of 35% in 1993 and 34% in 1992. The provision for
          income taxes was as follows:

<TABLE>
<CAPTION>
INCOME TAX EXPENSE:
                                                  1994      1993      1992
                                                  ----      ----      ----
<S>                                             <C>      <C>       <C>
     Current                                      $185   $ $ 190   $ $ 124
     Deferred                                     (120)     (115)      (79)
                                                -------  --------  --------
                                                  $ 65   $ $  75   $ $  45
                                                -------  --------  --------
                                                -------  --------  --------
</TABLE>

                                      F-15

<PAGE>

<TABLE>
<CAPTION>
                                                   1994      1993      1992
                                                   ----      ----      ----
<S>                                               <C>       <C>       <C>
TAX PROVISION AT U.S. STATUTORY RATE                $71       $76       $46
Tax-exempt income                                    (3)        0         0
Foreign tax credit                                   (1)        0         0
Other                                                (2)       (1)       (1)
                                                  -----     -----     -----
PROVISION FOR INCOME TAX                           $ 65       $75       $45
                                                  -----     -----     -----
                                                  -----     -----     -----
</TABLE>

     Income taxes paid  were $ 244 , $301 and $36 in 1994, 1993, and 1992
     respectively.  The current taxes due from or (to) Hartford Fire were $46,
     and  $19 in 1994 and 1993  respectively.

     Deferred  tax assets include the following:

<TABLE>
<CAPTION>
                                                   1994      1993
                                                   ----      ----
<S>                                              <C>       <C>
Tax deferred acquisition cost                     $284      $158
Book deferred acquisition costs and  reserves     (134)      (30)
Employee benefits                                    7         7
Unrealized loss on "available for sale"
  securities                                       353         3
Investments and other                               80       (24)
                                                -------   -------
                                                  $590      $114
                                                -------   -------
                                                -------   -------
</TABLE>

     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 will be
     taxable in the future only under conditions which management considers to
     be remote; therefore, no Federal income taxes have been provided on this
     deferred income.  The balance for tax return purposes of the Policyholders'
     Surplus Account as of December 31, 1994  was $24.

4.   REINSURANCE

     The Company cedes insurance to non-affiliated insurers in order to limit
     its maximum loss.  Such transfer does not relieve the Company  of its
     primary liability.  The Company also assumes insurance from other
     insurers.  Group life and accident and health insurance  business is
     substantially reinsured to affiliated companies.

     Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
                                                  1994      1993      1992
                                                  ----      ----      ----
<S>                                             <C>        <C>       <C>
Gross premiums                                   $1,316    $1,135      $680
Reinsurance assumed                                 299        93        30
Reinsurance ceded                                   515       481       451
                                                -------   -------     -----
NET RETAINED PREMIUMS                            $1,100      $747      $259
                                                -------   -------     -----
                                                -------   -------     -----
</TABLE>

                                      F-16

<PAGE>

     Life reinsurance recoveries, which reduced death and other benefits, for
     the years ended December 31, 1994, 1993 and 1992 approximated $164, $149,
     and $73, respectively.

     In December 1994, the Company assumed from a third party  approximately
     $500 million of corporate owned life insurance reserves on a coinsurance
     basis.   Also in December 1994, ILA ceded to ITT Lyndon Insurance Company
     $1 billion in individual fixed and  variable annuities on a modified
     coinsurance basis.  These transactions did not have a material impact on
     consolidated net income.

     In October 1994, HLR recaptured approximately $500 million of corporate
     owned life insurance from a third party reinsurer.  Subsequent to this
     transaction, HLIC and HLR restructured their coinsurance agreement from
     coinsurance to modified coinsurance, with the assets and policy liabilities
     placed in the separate account.  In May 1994, HLIC assumed and reinsured
     the life insurance policies and the individual annuities of Pacific
     Standard with reserves and account values of approximately $400 million.
     The Company received cash and investment grade assets  to support the life
     insurance and individual annuity contract obligations assumed.

     In June 1993, the Company assumed and partially reinsured the annuity, life
     and accident and sickness  insurance policies of Fidelity Bankers Life
     Insurance Company in Receivership for Conservation and Rehabilitation, with
     account values of $3.2 billion. The Company received cash and investment
     grade assets to assume insurance and annuity contract obligations.
     Substantially all of these contracts were placed in the Company's separate
     accounts.

     In November 1993, ILA acquired, through an assumption reinsurance
     transaction, substantially all of the individual fixed and variable annuity
     business of HLA.  As a result of this transaction, the assets and
     liabilities of the company increased approximately $1 billion. The excess
     of liabilities assumed over assets received, of $2, was recorded as a
     decrease to capital surplus.  The impact on consolidated net income was not
     significant.

     On November 4, 1992, the Company entered into a definitive agreement
     whereby the Company assumed the contract obligations of Mutual Benefit Life
     Assurance Corporation's  (Mutual Benefit) individual corporate owned life
     insurance (COLI) contracts.  The Company received $5.6 billion in cash and
     invested assets, $5.3 billion of which were policy loans, from Mutual
     Benefit for assuming the contract obligations.  Simultaneously, the Company
     coinsured approximately 84% of the contract obligations back to Mutual
     Benefit, HLR and an unaffiliated reinsurer. In August 1993, the Company
     received assets of $300 million for assuming the group COLI contract
     obligations of Mutual  Benefit, through an assumption reinsurance
     transaction.  Under the terms of the agreement, the Company coinsured back
     75% of the liabilities to Mutual Benefit.   All  assets supporting Mutual
     Benefit's reinsurance liability to HLIC are placed in a "security trust",
     with  Hartford Life as the sole beneficiary.  The impact on 1992
     consolidated net income was not significant.

     In 1992, all ordinary  individual life insurance written and in force in
     HLA was assumed by HLIC.  As a result of this transaction, the assets of
     HLIC increased by approximately $437,  liabilities increased approximately
     $403.  The excess of assets over liabilities of  $34 was recorded as an
     increase in capital.

5.   PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

     The Company's employees are included in Hartford Fire'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 and the
     maximum amount that can be deducted for 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 $2,  $3
     and $2 in 1994, 1993 and 1992, respectively.

     The Company provides 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.
     Effective January 1, 1992, the Company adopted SFAS No. 106, using the
     immediate recognition method for all benefits accumulated to date.  As of
     June 1992, the Company amended its plans, effective January 1, 1993,
     whereby 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 amendments increased deductibles and set a defined dollar cap which

                                      F-17

<PAGE>

     limits average company contributions.  The effect of these changes is not
     material.  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 Hartford Fire, was $1, $1,
     and $1, for 1994, 1993, and 1992 respectively.

     The assumed rate of future increases in the per capita cost of health care
     (the health care trendrate) was  11% for 1994, decreasing ratably to  6 %
     in the year 2001.  Increasing the health care trend rates by one percent
     per year would have an immaterial impact on the accumulated postretirement
     benefit obligation and the annual expense.  The assumed weighted average
     discount rate was 8.5%.  To the extent that the actual experience differs
     from the inherent assumptions, the effect will be amortized over the
     average future service of the covered employees.

6.   BUSINESS SEGMENT INFORMATION

The reportable segments and product groups of HLIC and its subsidiaries are:
INDIVIDUAL LIFE AND ANNUITIES (ILAD)
- -Individual life
- -Fixed and variable retirement annuities

ASSET MANAGEMENT SERVICES (AMS)
- -Group Pension Plans products and services
- -Deferred Compensation Plans products and services
- -Structured Settlements and lottery annuities

SPECIALTY
- -Corporate Owned Life Insurance (COLI) and HLR

<TABLE>
<CAPTION>

                                            1994          1993          1992
                                           ------        ------        ------
<S>                                      <C>            <C>           <C>
REVENUES:
ILAD                                          $691          $595          $305
AMS                                            789           794           770
Specialty                                      919           425            96
                                           -------       -------       -------
                                            $2,399        $1,814        $1,171
                                           -------       -------       -------
                                           -------       -------       -------
INCOME BEFORE INCOME TAX:
ILAD                                          $139          $129           $73
AMS                                             38            71            56
Specialty                                       26            18             5
                                           -------       -------       -------
                                              $203          $218          $134
                                           -------       -------       -------
                                           -------       -------       -------
IDENTIFIABLE ASSETS:
ILAD                                       $26,668       $19,147        $9,474
AMS                                         13,334        12,416        11,198
Specialty                                    7,847         6,723         5,910
                                           -------       -------       -------
                                           $47,849     $  38,286     $  26,582
                                           -------       -------       -------
                                           -------       -------       -------
</TABLE>

7.   STATUTORY NET INCOME AND SURPLUS

     Substantially all of the statutory surplus is permanently reinvested or is
     subject to dividend restrictions relating to various state regulations
     which limit the payment of dividends without prior approval.

     Statutory net income and surplus as of December 31 were:

                                      F-18

<PAGE>

<TABLE>
<CAPTION>
                                              1994           1993         1992
                                              ----           ----         ----
<S>                                          <C>            <C>          <C>
Statutory net income                           $58            $63          $65

Statutory surplus                             $941           $812         $614
</TABLE>

     The Company prepares its statutory financial statements in accordance with
     accounting practices prescribed by the State of Connecticut Insurance
     Department.  Prescribed statutory accounting practices include publications
     of the National Association of Insurance Commissioners ("NAIC"), as well as
     state laws, regulations, and general administrative rules.

8.   SEPARATE ACCOUNTS:

     The Company maintains separate account assets and liabilities totaling
     $22.8 billion and $16.3 billion at December 31, 1994 and 1993, respectively
     which are reported at fair value.  Separate account assets are segregated
     from other investments and are not subject  to claims that arise out of any
     other business of the Company.  Investment income and gains and losses of
     separate accounts accrue directly to the policyholder.  Separate accounts
     reflect two categories of risk  assumption:  non-guaranteed separate
     accounts totaling $14.8 billion and $11.5 billion at December 31, 1994 and
     1993, respectively,  wherein the policyholder assumes the investment risk,
     and guaranteed separate account assets totaling $8.0 billion and $4.8
     billion at December 31, 1994 and 1993,  respectively,  wherein the Company
     contractually guarantees either a minimum return or account value to the
     policyholder.  Investment income (including investment gains and losses) on
     separate account assets are not reflected in the Consolidated Statements of
     Income.  Separate account management fees, net of minimum guarantees, were
     $256, $189, and $92, in 1994, 1993, and 1992, respectively.

     The guaranteed separate accounts include modified guaranteed individual
     annuity, and modified guaranteed life insurance. The average credit
     interest rate on these contracts is 6.44%.  The assets that support these
     liabilities are comprised of $7.5 billion in bonds  and $.5 billion in
     policy loans.  The portfolios are segregated from other investments and
     are managed so as to minimize liquidity and interest rate risk.  In order
     to minimize the risk of disintermediation associated with early
     withdrawals, individual 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 total $(16.2) million in carrying value and $3.2 billion
     in notional amounts.

9.   COMMITMENTS AND CONTINGENCIES

     In August 1994, HLIC renewed a two year note purchase facility agreement
     which in certain instances obligates the Company to purchase up to $100
     million in collateralized notes from a third party.  The Company is
     receiving fees for this commitment.  At December 31, 1994, the Company has
     not purchased any notes under this agreement.

     In March 1987, HLIC guaranteed the commercial mortgages (principal and
     accrued interest) that were sold under a pooling and servicing agreement of
     the same date.  Mortgages aggregating approximately $53.0million were sold
     in this transaction, and the remaining balance on these loans is $21.1
     million.  There was no impact on operations due to this guarantee.

     Under insurance guaranty fund laws in most states, insurers doing business
     therein can be assessed up to prescribed limits for policyholder losses
     incurred by insolvent companies.  The amount of any future assessments on
     HLIC under these laws cannot be reasonably estimated.  Most of these laws
     do provide, however, that an assessment may be excused or deferred if it
     would threaten an insurer's own financial strength.  Additionally, guaranty
     fund assessments are used to reduce state premium taxes paid by the Company
     in certain states.

     The Company is involved in various legal actions, some of which involve
     claims for substantial amounts.  In the opinion of management the ultimate
     liability with respect to such lawsuits, as well as other contingencies, is
     not considered material in relation to the consolidated financial position
     of the Company.

                                      F-19



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