HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO NQ VARI ACCO, POS AMI, 1995-05-01

HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO NQ VARI ACCO
POS AMI, 1995-05-01

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<PAGE>

(File No. 33-19943)

Securities and Exchange Commission
Washington, D.C.
Form N-4

Registration Statement Under the Securities Act of 1933

Pre-Effective Amendment No. / /
------ ---

Post-Effective Amendment No. 9 / X /
------ ---

and/or
Registration Statement Under the Investment Company Act of 1940

Amendment No. 10
------

(check appropriate box or boxes)

Hartford Life Insurance Company
Separate Account Two (NQ Variable Account)
(Exact Name of Registrant)

Hartford Life Insurance Company
(Name of Depositor)

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

Depositor's Telephone Number: (203) 843-8847

Rodney J. Vessels, Esquire
P.O. Box 2999
Hartford, CT 06104-2999
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this Registration
Statement.

It is proposed that this filing will become effective:

_______ immediately upon filing pursuant to paragraph (b) of Rule 485

___X___ on (May 1, 1995) pursuant to paragraph (b)(1)(v) of Rule 485

_______ 60 days after filing pursuant to paragraph (a)(1) of rule 485

_______ on May 1, 1995 pursuant to paragraph (a)(1) of Rule 485

_______ 75 days after filing pursuant to paragraph (a)(2) of Rule 485

_______ on_________pursuant to paragraph (a)(2) of rule 485

<PAGE>
- 2 -

Calculation of Registration Fee Under Securities Act of 1933

- - -------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities Being Offering Aggregate Registration
Being Requested Registered Price Per Unit Offering Price Fee
- - -------------------------------------------------------------------------------
Hartford Life Insurance Pursuant to Regulation 270.24f-2 under PAID
Company - Separate Account the Investment Company Act of 1940,
Two (NQ Variable Account) Registrant has previously elected to
Units of Interest register an indefinite number of units
of interest in this Separate Account.
- - -------------------------------------------------------------------------------
The Rule 24f-2 Notice for the Registrant's most recent fiscal year will be filed
on or about February 28, 1995.

<PAGE>
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CROSS REFERENCE SHEET
PURSUANT TO RULE 495(A)

N-4 Item No. Prospectus Heading
- - ---------------------------- --------------------------------

1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Accumulation Unit Values

5. General Description of Registrant, NQ Variable Account Contract and
Depositor, and Portfolio Companies Separate Account Two (NQ Variable
Account); Hartford Life Insurance
Company and the Funds; Miscellaneous

6. Deductions Charges Under the Contract

7. General Description of Variable Operation of the Contract; Payment of
Annuity Contracts Benefits; NQ Variable Account
Contract and Separate Account Two (NQ
Variable Account)

8. Annuity Period Payment of Benefits

9. Death Benefit Payment of Benefits; Operation of the
Contract

10. Purchases and Contract Value Operation of the Contract

11. Redemptions Payment of Benefits

12. Taxes Federal Tax Considerations

13. Legal Proceedings Miscellaneous - Are there any
material legal proceedings affecting
the Separate Account?

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

<PAGE>
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PART A

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO (NQ VARIABLE ACCOUNT)

This Prospectus describes individual and group tax deferred variable annuity
contracts designed for retirement planning purposes.

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

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

Advisers Fund Sub-Account - shares of Hartford Advisers Fund, Inc.
("Advisers Fund")

Capital Appreciation Fund - shares of Hartford Capital Appreciation
Sub-Account Fund, Inc. (formerly Hartford
Aggressive Growth Fund, Inc.) ("Capital
Appreciation Fund")

Bond Fund Sub-Account - shares of Hartford Bond Fund, Inc.
("Bond Fund")

Stock Fund Sub-Account - shares of Hartford Stock Fund, Inc.
("Stock Fund")

This Prospectus sets forth the information concerning the Separate Account that
investors should 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 ___ of this Prospectus.
The Statement of Additional Information is incorporated by reference to this
Prospectus.

For a discussion of the implications of the recently adopted 1986 Tax Reform Act
and the new Treasury regulations on diversification, refer to the "Federal Tax
Considerations" section in the 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

Page
----

GLOSSARY OF SPECIAL TERMS. . . . . . . . . . . . . . . . . .

FEE TABLES . . . . . . . . . . . . . . . . . . . . . . . . .

SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . .

ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . . . . .

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . .

THE NQ VARIABLE ACCOUNT CONTRACT AND SEPARATE ACCOUNT TWO
(NQ VARIABLE ACCOUNT) . . . . . . . . . . . . . . . .

What is the NQ Variable Account Contract?. . . . . . . . .

Who can buy these contracts? . . . . . . . . . . . . . . .

What is the Separate Account and how does it operate?. . .

May I transfer assets between the contracts or Sub-Accounts?

OPERATION OF THE CONTRACT . . . . . . . . . . . . . . . . .

How is my Purchase Payment credited? . . . . . . . . . . .

What size Purchase Payment must I make?. . . . . . . . . .

May I assign or transfer my contract?. . . . . . . . . . .

How do I know what my contract is worth? . . . . . . . . .

How is the Variable Accumulation Unit value determined?. .

How are the underlying Fund shares valued? . . . . . . . .

<PAGE>
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TABLE OF CONTENTS

Page
----

PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . .

What would my Beneficiary receive as a death benefit?. . . .

How can a contract be redeemed or surrendered? . . . . . . .

Can payment of the redemption, surrender or death benefit
ever be postponed beyond the seven day period? . . . . . . .

What are the Reinstatement provisions? . . . . . . . . . . .

May I surrender once life Annuity payments have started? . .

How do I elect an Annuity Commencement Date and
form of Annuity? . . . . . . . . . . . . . . . . . . . . . .

What is the minimum amount that I may select for an
Annuity payment? . . . . . . . . . . . . . . . . . . . . . .

What are the available Annuity options under the contracts?.

How are Variable Annuity payments determined?. . . . . . . .

CHARGES UNDER THE CONTRACTS. . . . . . . . . . . . . . . . . .

How are the charges under the Contracts made?. . . . . . . .

What do the sales charges cover? . . . . . . . . . . . . . .

What is the mortality, expense and administrative
risk charge? . . . . . . . . . . . . . . . . . . . . . . . .

Are there any administrative charges?. . . . . . . . . . . .

How much are the deductions for Premium Taxes? . . . . . . .

HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS. . . . . . . . .

What is HL?. . . . . . . . . . . . . . . . . . . . . . . . .

What are the Funds?. . . . . . . . . . . . . . . . . . . . .

<PAGE>
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TABLE OF CONTENTS

Page
----

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . .

What are some of the Federal tax consequences which
affect these contracts?. . . . . . . . . . . . . . . . .

MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . .

What are my voting rights? . . . . . . . . . . . . . . . .

Will other contracts be participating in
the Separate Account?. . . . . . . . . . . . . . . . . . .

How are the contracts sold?. . . . . . . . . . . . . . . .

Who is the custodian of the Separate Account's assets? . .

Are there any material legal proceedings affecting
the Separate Account?. . . . . . . . . . . . . . . . . . .

Are you relying on any experts as to any portion
of this Prospectus?. . . . . . . . . . . . . . . . . . . .

How may I get additional information?. . . . . . . . . . .

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION. .

<PAGE>
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GLOSSARY OF SPECIAL TERMS

ACCUMULATION UNIT: An accounting unit of measure used to calculate the value of
a contract before Annuity payments begin.

ANNUITANT: The person designated to receive annuity payments.

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.

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

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

BENEFICIARY: The person(s) designated by the Contract Owner to receive any
values under the contract on the death of the Annuitant.

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

COMMISSION: Securities and Exchange Commission.

CONTRACT OWNER: The owner of the contract, who may be an individual, an
employer or other entity and who may or may not be the Annuitant.

CONTRACT VALUE: The aggregate value of any Accumulation Units held under the
contract.

CONTRACT YEAR: A period of 12 months commencing with the effective date of the
contract or with any anniversary thereof.

ELIGIBLE FUNDS: The registered management investment companies in which assets
of the Separate Account may be invested as listed on page one of this
Prospectus.

FIXED ANNUITY: An Annuity providing for guaranteed payments which remain fixed
throughout the payment period and which do not vary with investment experience
of the Separate Account.

FUNDS: The Funds described commencing on page _____ of this Prospectus and any
additional Funds which may be made available from time to time.

GENERAL ACCOUNT: The General Account of HL in which reserves are maintained for
Fixed Annuities.

HL: Hartford Life Insurance Company.

NQ VARIABLE ACCOUNT: A series of Hartford Life Insurance Company Separate
Account Two.

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

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PURCHASE PAYMENTS: Amounts paid to HL by or on behalf of a Contract Owner.

SEPARATE ACCOUNT: Hartford Life Insurance Company Separate Account Two.

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

TERMINATION VALUE: The Contract Value upon termination of the contract prior to
the Annuity Commencement Date, less any applicable Premium Taxes, the Annual
Maintenance Fee and any applicable sales charges.

VALUATION DAY: Every day the New York Stock Exchange is open for trading
exclusive of the following national and local business holidays: Martin Luther
King Day, Lincoln's Birthday, Columbus Day, Veterans Day, the day before
Independence 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 the close of business on successive
Valuation Days.

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

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PROSPECTUS: HV-1531
VARIABLE ANNUITY CONTRACTS
SEPARATE ACCOUNT TWO (NQ VARIABLE ACCOUNT)-INDIVIDUAL CONTRACTS
STOCK FUND SUB-ACCOUNT 1.00%

<TABLE>
<S> <C> <C> <C> <C>
Contract Transaction Expenses

Sales Load (as a percentage
of premium payments or amount
surrendered, as applicable)

On the First $2,500 8.250%

Exchange Fee $5

[Annual] Contract Fee $10(1)

Separate Account Annual Expenses
(as a percentage of average account value)

Mortality and Expense Risk Fees 1.000%
--------
--------

[Portfolio Company] Annual Expenses
(as a percentage of [portfolio company] average net assets)

Management Fees 0.462%

Other Expenses 0.039%
--------

Total [Portfolio Company] Annual Expenses 0.501%
--------
--------

EXAMPLE
1 YEAR 3 YEARS 5 YEARS 10 YEARS
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: $101 $140 $182 $300
-------- -------- -------- --------
-------- -------- -------- --------
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: $98 $131 $167 $267
-------- -------- -------- --------
-------- -------- -------- --------
If you do not surrender you contract:
You would pay the following expenses on a
$1,000 investment, assuming a 5% annual
return on assets: $101 $140 $182 $300
-------- -------- -------- --------
-------- -------- -------- --------

<FN>
(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 0.01% annual asset charge based on the experience of the Contracts.
</TABLE>

<PAGE>
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PROSPECTUS: HV-1531
VARIABLE ANNUITY CONTRACTS
SEPARATE ACCOUNT TWO (NQ VARIABLE ACCOUNT)-GROUP CONTRACTS
STOCK FUND SUB-ACCOUNT 1.00%

<TABLE>
<S> <C> <C> <C> <C>
Contract Transaction Expenses

Sales Load (as a percentage
of premium payments or amount
surrendered, as applicable)

On the First $2,500 6.250%

Exchange Fee $5

[Annual] Contract Fee $10(1)

Separate Account Annual Expenses
(as a percentage of average account value)

Mortality and Expense Risk Fees 1.000%
--------
--------

[Portfolio Company] Annual Expenses
(as a percentage of [portfolio company] average net assets)

Management Fees 0.462%

Other Expenses 0.039%
--------

Total [Portfolio Company] Annual Expenses 0.501%
--------
--------

EXAMPLE
1 YEAR 3 YEARS 5 YEARS 10 YEARS
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: $80 $118 $159 $272
-------- -------- -------- --------
-------- -------- -------- --------
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: $78 $111 $147 $247
-------- -------- -------- --------
-------- -------- -------- --------
If you do not surrender you contract:
You would pay the following expenses on a
$1,000 investment, assuming a 5% annual
return on assets: $80 $118 $159 $272
-------- -------- -------- --------
-------- -------- -------- --------

<PAGE>
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*** The purpose of the fee tables is to assist Contract Owners in understanding
the various costs and expenses which a Contract Owner will bear. These tables
reflect the expenses of the Separate Account and Portfolio Company (in
underlying mutual funds). Premium tax may also be applicable.

<PAGE>

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SUMMARY

A. CONTRACTS OFFERED

Individual and group Variable immediate, single premium deferred, and
flexible payment deferred Annuity contracts (see "C. Taxation of Annuities
in General," page ___ ). The contracts are purchased by completing an
application and submitting it to HL for its approval. (See "How is my
Premium Payment credited?" page ___ .)

B. ELIGIBLE PURCHASERS

Any individual, or any employer, trustee or custodian for a retirement
plan (Non-Qualified Contract) who/which does not qualify for special
Federal tax treatment under the Internal Revenue Code.

C. MINIMUM PURCHASE PAYMENTS

(a) The minimum Purchase Payment for the individual single payment
immediate or single premium deferred annuity contract is $2,500.

(b) The minimum Purchase Payment for the individual flexible payment
deferred annuity contract and Participants' Individual Accounts under
group contracts is $30.

(See "What size Purchase Payments must I make?" page ___.)

D. UNDERLYING INVESTMENTS FOR CONTRACTS

Shares of Hartford Bond Fund, Inc., Hartford Stock Fund, Inc., and such
other funds as shall be offered from time to time. Contracts issued
subsequent to May 2, 1983 may also have shares of Hartford Advisers Fund,
Inc. Contracts issued subsequent to May 1, 1984 may also have shares of
Hartford Capital Appreciation Growth Fund, Inc.

E. CHARGES UNDER THE CONTRACTS

Charges under the Contracts are made in three different ways: (1) as
deductions from Purchase Payments for sales expenses, for the Minimum
Death Benefit guarantee, and for any applicable Premium Taxes; (2) as
assessments against the assets of the Separate Account for mortality,
expense and administrative risks; and (3) as an annual deduction for the
Annual Policy Fee. Contract distribution expenses may exceed the
deduction for sales expenses described below. To the extent they do they
will be borne by HL (also see "Charges under the Contracts" commencing on
page ___ ).

1. SALES EXPENSES, MINIMUM DEATH BENEFIT AND ANY APPLICABLE PREMIUM
TAXES

a. Individual Contracts

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Purchase Payments made pursuant to the terms of the individual
contracts are subject to the following deductions:

PORTION REPRESENTING *

Total Deductions
Aggregate Maximum Minimum as % of
Purchase Total Sales Death Net Amount
Payments Deduction Expenses Benefit Invested

<S> <C> <C> <C> <C>
Up to and including $2,500 9% 8.25% .75% 9.89%

More than $2,500 and up to
and including $5,000 7% 6.25% .75% 7.63%

More than $5,000 and up
to and including $50,000 5% 4.25% .75% 5.26%

More than $50,000 and up
to and including $100,000 3% 2.25% .75% 3.09%

More than $100,000 1% .25% .75% 1.01%
<FN>
*This illustration does not assume the payment of Premium Taxes.
</TABLE>

In the case of the immediate contracts, no deduction is made from the
Purchase Payment for the Minimum Death Benefit coverage.

For the deferred contracts, HL deducts a maximum percentage of 9% on the
initial $2,500 of deposits (9.89% of the net amount invested). This
percentage deduction is reduced as the amount of the single payment, or
accumulated flexible payments, increases.

For the immediate annuity contracts, HL deducts a maximum percentage of
8.25% (8.99% of the net amount invested). The percentage deduction is
reduced as the amount of the single Purchase Payment increases.

b. Group Contracts

Contributions made on behalf of a Participant pursuant to the terms of the
Group Contracts are subject to the following deductions:

<PAGE>
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PORTION REPRESENTING*

<TABLE>
<CAPTION>
Total Deductions
Aggregate Maximum Minimum as % of
Purchase Total Sales Death Net Amount
Payments Deduction Expenses Benefit Invested

<S> <C> <C> <C> <C>
Up to and including $2,500 7.00% 6.25% .75% 7.53%

More than $2,500 and up to
and including $50,000 3.50% 2.75% .75% 3.63%

More than $50,000 and up
to and including $100,000 2.00% 1.25% .75% 2.04%

More than $100,000 1.00% .25% .75% 1.01%
<FN>
*This illustration does not assume the payment of Premium Taxes.
</TABLE>

Under the schedule of deductions for Individual and Group contracts on the
preceding page, a purchaser must first satisfy or have satisfied the lower
minimum before a Purchase Payment or the balance thereof, as appropriate,
will qualify for the application of the lesser deduction(s).

Thus, for example, if a purchaser of an individual contract makes an
initial payment of $5,000, the first $2,500 of such payment will be
subject to a maximum deduction of 9% (8.25% if the Minimum Death Benefit
provision is not applicable) and the balance subject to a deduction of 7%
(6.25% if the Minimum Death Benefit provision is not applicable).

HL reserves the right to limit any increase in stipulated Purchase Payment
amounts to not more than three times the total Purchase Payments made
during the initial 12 consecutive months of the individual contract or
Participant's Individual Account under any group contract. Increases in
excess of those described will be accepted only with the consent of and
subject to the terms of HL as to sales, administrative, mortality and
expense deductions.

A deduction is also made for Premium Taxes which, if applicable, range up
to 3.00%. On any contract subject to Premium Tax, the tax will be
deducted as provided in the applicable law, either from Purchase Payments
when received or from the amount applied to effect an annuity at the time
annuity payments commence.

2. ANNUAL MAINTENANCE FEE

An administrative charge in the amount of $10.00 will be deducted
from the value of an individual contract and from each Participant's
Individual Account under group contracts in the form of an Annual
Policy Fee each Contract Year or Participant's Contract Year, as
appropriate. (See "Are there any administrative charges?" commencing
on page ___.)

<PAGE>
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3. MORTALITY, EXPENSE AND ADMINISTRATIVE RISKS

For assuming the mortality, expense and administrative risks under
the contracts, HL will make a 1.00% per annum charge against the
average daily net asset value of the Separate Account. (See "What is
the mortality, expense and administrative risk charge?" commencing on
page ___.)

4. PREMIUM TAXES

A deduction will be made for Premium Taxes for contracts sold in
certain states. The Range is generally between 0% and 4.00%. (See
"How much are the deductions for Premium Taxes?" commencing on
page ___.)

F. LIQUIDITY

Subject to any applicable IRS provisions, the variable portion of the
contract may be surrendered or a portion of the value of such contract may
be withdrawn, at any time prior to the Annuity Commencement Date. (See
"How can a contract be redeemed or surrendered?" commencing on page ___.)

G. MINIMUM DEATH BENEFITS

The deferred contracts provide a minimum death benefit in the event of
death of the Annuitant prior to the Annuitant's 75th birthday (see "What
would my Beneficiary receive as a death benefit?" commencing on page ___).

H. ANNUITY OPTIONS

On deferred contracts, the Annuity Commencement Date may not be deferred
beyond the Annuitant's 75th birthday or such earlier date as may be
required by applicable law and/or regulation. If the Annuitant does not
elect otherwise, Annuity payments will begin automatically at the
Annuitant's age 75 under an option providing for a life annuity with 120

<PAGE>
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monthly payments certain. (See "How do I elect an Annuity Commencement
Date and form of Annuity?" commencing on page ___.) However, HL will not
assume responsibility in determining or monitoring minimum distributions
beginning at age 70 1/2.

I. VOTING RIGHTS OF CONTRACT OWNERS

Contract Owners 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?" commencing on page ___.)

<PAGE>
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Accumulation Unit Values
(For an accumulation unit outstanding throughout the period)

The following information for each of the five years in the period ended
December 31, 1993, 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.

Year Ended December 31,
--------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988 1987 1986 1985 1984 1983
---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Q (1.00%)
Stock Fund Sub-Account

Accumulation unit value
at beginning of period. . . . . . $5.643 $4.985 $4.575 $3.708 $3.896 $3.122 $2.650 $2.540 $2.284 $1.754 $1.627 $1.455
Accumulation unit value
at end of period. . . . . . . . . $5.481 $5.643 $4.985 $4.575 $3.708 $3.896 $3.122 $2.650 $2.540 $2.284 $1.754 $1.627
Number of accumulation units
outstanding at end of period
(in thousands). . . . . . . . . . 89 94 93 98 128 128 128 127 128 124 130 90

NQ (.825%)
Stock Fund Sub-Account

Accumulation unit value
at beginning of period. . . . . . $5.766 $5.085 $4.659 $3.769 $3.954 $3.162 $2.680 $2.564 $2.301 $1.765 $1.630 $1.457
Accumulation unit value
at end of period. . . . . . . . . $5.611 $5.766 $5.085 $4.659 $3.769 $3.954 $3.162 $2.680 $2.564 $2.301 $1.765 $1.630
Number of accumulation units
outstanding at end of period
(in thousands). . . . . . . . . . 890 926 987 1,059 1,185 1,251 1,354 1,394 1,487 1,635 1,783 2,063
</TABLE>

<PAGE>
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INTRODUCTION

This Prospectus has been designed to provide you with the necessary information
to make a decision on purchasing an individual or group tax deferred Variable
Annuity contract offered by HL in NQ Variable Account, a series of Hartford Life
Insurance Company Separate Account Two. This Prospectus describes only the
elements of the contracts pertaining to the Separate Account except where
reference to the General Account is specifically made. Please read the Glossary
of Special Terms on pages ___ and ___ prior to reading this Prospectus to
familiarize yourself with the terms being used.

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

What is the NQ Variable Account Contract?

The NQ Variable Account Contract is an individual or group tax deferred
Variable Annuity contract designed for retirement planning purposes.
Initially there are deductions from your Purchase Payments including
Premium Taxes, if applicable. (See "Charges Under the Contracts" commencing
on page ___.) Currently, there are four Sub-Accounts, each investing in a
different underlying Fund with its own distinct investment objectives.
More Sub-Accounts may be made available by HL at a later time. You select
the Sub-Account(s) with the investment objectives that meet your needs.
You may select one or more Sub-Accounts and determine the percentage of
your Purchase Payment that is allocated into each Sub-Account. You may
also transfer assets among the Sub-Accounts so that your investment program
meets your specific needs over time. See "Charges Under the Contracts" for
a description of the charges for redeeming a contract and other charges
made under the contract.

Generally, the contract contains the seven optional Annuity forms described
on page ___ of this Prospectus.

The Annuitant may select an Annuity Commencement Date and an Annuity option
which may be on a fixed or variable basis, or a combination thereof.
(option 7 is available on a fixed dollar basis only). The Annuity
Commencement Date may not be deferred beyond the Annuitant's 75th birthday.

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. If the
Annuitant does not elect otherwise, payments will automatically begin at
the Annuitant's age 75 under Option 2 with 120 monthly payments certain.

Who can buy these contracts?

The individual and group Variable Annuity contracts offered under this
Prospectus may be purchased by any individual, an employer, trustee or
custodian for a retirement plan who/which is not qualified under sections

<PAGE>
- 21 -

401(a) or 403(a) of the Internal Revenue Code ("Non-Qualified Contract").

What is the Separate Account and how does it operate?

The Separate Account was established on December 10, 1980, in accordance
with authorization by the Board of Directors of HL. (On March 31, 1988, NQ
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.

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.
Income, gains, and losses, whether or not realized, from assets allocated
to the Separate Account, are, in accordance with the contracts, credited to
or charged against the Separate Account. Also, the assets 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. However, all obligations arising under the
contracts are general corporate obligations of HL.

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.

<PAGE>
- 22 -

May I transfer assets between the contracts or Sub-Accounts?

Yes, you may transfer the value of your contracts or Sub-Accounts under the
contracts before Annuity payments commence. Contracts issued after May 2,
1983 will be subject to a $5.00 charge for any such transfer. HL does not
anticipate a profit from this charge. In addition, the right, with respect
to 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 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.

OPERATION OF THE CONTRACT

How is my Purchase Payment credited?

The balance of each initial Purchase Payment remaining after the applicable
deductions is credited to your contract within two business days of receipt
of a properly completed application and the Purchase Payment by HL at its
home office, P.O. Box 2999, Hartford, CT 06104-2999. It will be credited
to the Sub-Account(s) in accordance with your written election. If your
application or other information is incomplete when received, the balance
of each Purchase Payment, after any applicable deductions, will be credited
to the Sub-Account(s) elected within five business days of receipt. If the
initial Purchase Payment is not credited within five business days, the
Purchase Payment will be immediately returned unless you have been informed
of the delay and request that the Purchase Payment not be returned.
Subsequent payments cannot be credited on the same day of receipt unless
they are accompanied by adequate instructions.

The number of Accumulation Units in each Sub-Account to be credited to a
contract will be determined by dividing the portion of the net Purchase
Payment being credited to each Sub-Account by the value of an Accumulation
Unit in that Sub-Account on that date.

Subsequent Purchase Payments are valued on the business day received by HL
in its home office.

What size Purchase Payment must I make?

(a) The minimum Purchase Payment for the individual single payment
immediate or single premium deferred annuity contract is $2,500.

<PAGE>

- 23 -

(b) The minimum Purchase Payment for the individual flexible payment
deferred annuity contract and Participant's Individual Accounts under
group contracts is $30.

Within the limits described above, the amount of the Purchase Payment for
an individual flexible payment deferred annuity contract, or group
contract, may be changed at any time by written notice to HL. Each
Purchase Payment may be split among the various Sub-Accounts.

May I assign or transfer my contract?

Ownership of a contract described herein is generally assignable by the
Contract Owner. However, the assignment proceeds may be subject to income
taxes and certain penalty taxes. (See "Taxation of Annuities in General -
Non-Tax Qualified Purchasers" commencing on page ____.)

How do I know what my contract is worth?

The value of your contract at any time prior to the commencement of
Annuity payments can be determined by multiplying the total number of
Accumulation Units credited to your contract in each Sub-Account by the
then current Accumulation Unit values for the applicable Sub-Account. You
will be advised at least semiannually of the number of Accumulation Units
credited to each Sub-Account, the current Accumulation Unit values and the
total value of your contract.

How is the Variable 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 the
contract.

How are the underlying Fund shares valued?

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

<PAGE>
- 24 -

PAYMENT OF BENEFITS

What would my Beneficiary receive as a death benefit?

The contracts provide that in the event the Annuitant dies before the
selected Annuity Commencement Date, the Contingent Annuitant will become
the Annuitant. If the Annuitant dies before the Annuity Commencement Date
and there is no designated Contingent Annuitant, or the Contingent
Annuitant predeceases the Annuitant, or if the Contract Owner dies before
the Annuity Commencement Date, the Beneficiary will receive the value of
the contract and the Sub-Account(s) thereunder on the date of receipt of
due proof of death by HL in its Home Office, however, if, upon death prior
to the Annuity Commencement Date, the Annuitant or Contract Owner, as
applicable, had not attained his 75th birthday, the Beneficiary will
receive the greater of (a) the Termination Value of the contract
determined as of the day written proof of death of such person is received
by HL, or (b) 100% of the total Purchase Payments made to such contract,
reduced by any prior partial surrenders, if any, not repaid. The 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 on page ___. In lieu of
payment in one sum, the Contract Owner may elect that the amount be
applied under any one of the optional Annuity forms. (See "What are the
available Annuity options under the contracts?" commencing on page ___.)
Such selection must be made prior to a lump sum settlement with HL and
within one year after the death of the Annuitant by written notice to HL.
The 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 to the Beneficiary in lieu of a
lump sum will become operative unless the initial Annuity payment is at
least $20 on either a variable or a fixed basis, or $20 on each basis when
a combination benefit is elected.

For a discussion of the manner in which Variable Annuity payments are
determined and may vary from month to month see "How are Variable Annuity
payments determined?" commencing on page ___.

How can a contract be redeemed or surrendered?

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

FULL AND PARTIAL SURRENDERS

In the event of a complete surrender of the Contract Owner's interest
under the contract, and after deduction of the Annual Policy Fee, the
following options shall be available:

(1) The Termination Value of the contract may be applied to provide for
Fixed or Variable Annuity payments or a combination thereof
commencing immediately under the selected Annuity option.

<PAGE>
- 25 -

(2) The Termination Value of the contract may be taken in the form of a
lump sum cash settlement subject to contractual provisions. The
amount received will be determined by the value of the Contract
Owner's account(s) next computed after receipt by HL of a written
request for complete surrender. The value of the Contract Owner's
account(s) may be more or less than the amount contributed by the
Contract Owner depending on the value of the Accumulation Unit on the
date of surrender.

(3) The Contract Owner may partially surrender an individual account
under a contract and receive the amount requested as determined by
the value of the account next computed after receipt by HL of a
written request for a partial surrender.

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

Repayment of an amount received on partial surrender may be made at any
time before one month prior to the date on which Annuity payments are to
begin. While no deductions will be made for sales expenses or the Minimum
Death Benefit, HL may apply its then current Annuity rates to any
repayment.

Except as specified above, no partial surrender will directly affect
future requirements to make stipulated payments nor the maturity date of
the contract or account. If the Contract Owner has a plan calling for
stipulated payments, he may repay part or all of the amount(s) received
upon any such partial surrender at the same time that he makes a
stipulated payment provided that the amount repaid is at least $30 with
respect to an individual contract or Participant's Individual Account
under a group contract.

On any amount held in the General Account under both individual and group
contracts, HL has the right to defer the transfer of values from the
General Account to the Separate Account for a period of six (6) months
following the request for such transfer, and:

(1) Partial Surrender of General Account Values under Group Contracts --

HL has the absolute right to deny any request for a partial surrender
of General Account values in Participant's Individual Accounts under
a group contract when the cumulative requests for partial surrenders
in any Contract Year would exceed one sixth (1/6th) of the General
Account values held in the Active Life Fund of such contract on the
preceding contract anniversary. If HL permits surrenders in excess
of this amount, it may apply the "spread provision," described below,
to the payment of such surrender amounts.

(2) Full Surrender of General Account Contract Values in Group
Contracts --

In the event of a request for a full surrender of General Account
values, HL has the absolute right to invoke the "spread provision"

<PAGE>
- 26 -

which provides that under a contract HL may pay any requested full
surrender over a period of five (5) years. Upon acceptance of a
request for full surrender by HL monies held in the General Account
in the Active Life Fund of a group contract will be credited with
interest at the guaranteed rate of four percent (4%) per Contract
Year.

(3) Requests for Transfer of General Account Values to the Separate
Account in Group and Individual Contracts --

HL has the absolute right to limit the transfer of General Account
values held under an individual contract or a Participant's
Individual Account under a group contract to one sixth (1/6th) of the
General Account value held under such individual contract or
Participant's Individual Account under a group contract per Contract
Year or Participant's Contract Year, as appropriate.

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE
CONTINUING TAX QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT
IN ADVERSE TAX CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER,
THEREFORE, SHOULD CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH
SURRENDER. (SEE "FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE ___.)

Payment on any request for a full or partial 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 at its home office, P.O. Box 2999,
Hartford, CT 06104-2999. In requesting a partial withdrawal you should
specify the Sub-Account(s) from which the partial withdrawal is to be
taken. Otherwise, such withdrawal and any applicable charges will be
effected on a pro rata basis according to the value in each Sub-Account
under a contract. (See "How are the charges under these contracts made?"
page ___.)

Can payment of the redemption, surrender or death benefit ever be postponed
beyond the seven day period?

Yes. There may be postponement 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.

What are the Reinstatement Provisions?

Under the individual flexible payment deferred annuity contract, a period
of 45 days after the due date is allowed for making any Purchase Payment
after the first. If a Purchase Payment is not paid within this period,
the contract provides that the value of Accumulation Units credited to the
contract will continue to vary with the investment performance of the

<PAGE>
- 27 -

Separate Account. The contract may subsequently be surrendered for its
Termination Value, or if not so terminated, Variable Annuity payments will
commence on the selected Annuity date in an amount determined by the then
current value of the contract.

Unless an individual flexible payment deferred annuity contract has been
surrendered for its termination value, it may be reinstated to an active
status at any time prior to the selected Annuity date by the payment of
one Purchase Payment.

The group contracts do not contain similar reinstatement provisions.
Reference should be made to the terms of the group contract in regard to
any modification or suspension of payments under a contract.

May I surrender once life Annuity payments have started?

No. Once Annuity payments have commenced, the Annuitant cannot surrender
an Annuity benefit and receive a lump sum settlement in lieu thereof,
except under Options 5, 6 and 7.

How do I elect an Annuity Commencement Date and form of Annuity?

You select an Annuity Commencement Date and an Annuity option which may be
on a fixed or variable basis, or a combination thereof. 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 contract contains the seven optional Annuity forms described below.
If you do not elect otherwise, payments will automatically begin at the
Annuitant's age 75 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 purchased under one of the options set out below,
General Account values will be applied to provide a Fixed Annuity and
Separate Account values will be applied to provide a Variable Annuity.
You should consider the question of allocation of contract values among
Sub-Accounts of the Separate Account and the General Account of HL to make
certain that Annuity payments are based on the investment alternative best
suited to your needs for retirement.

What is the minimum amount that I may select for an Annuity payment?

The minimum monthly 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.

<PAGE>
- 28 -

What are the available Annuity options under the contracts?

OPTION 1: LIFE ANNUITY

A Life Annuity is an Annuity payable during the lifetime of an 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 in the event of death prior to the date of the second
Annuity payment, two if he died prior to 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,
the value of the remaining Annuity payments will be paid in a lump sum to
the Beneficiary or Beneficiaries designated, unless other provisions shall
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
an Annuitant, terminating with the last payment due prior to the death of
the Annuitant, except that an additional payment will be made if (a) below
exceeds (b) below:

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

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

The amount of the additional payment 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 an 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 the Annuitant and

<PAGE>
- 29 -

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 date for the second Annuity payment, two if he died prior to the third
Annuity payment, etc.

OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD

An amount payable monthly for the number of years selected which may be
from 1 to 30 years. The current value of the amount held under this
Option may be redeemed in whole or in part at any time or from time to
time.

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.

OPTION 6: PAYMENTS OF A SPECIFIED DOLLAR AMOUNT

Fixed payments of a specified dollar amount (not less than $75.00 per
$1,000 of Termination Value) until the amount of such value, adjusted
weekly by investment experience, is exhausted.

OPTION 7: DEPOSIT OPTION/INTEREST INCOME

This Option is available only on a fixed dollar basis. The termination
value is left on deposit with HL and interest is paid thereon at the rate
of at least 4% per year, with interest payments being made annually,
semiannually, quarterly or monthly, as requested.

If the Contract Owner elects to have payments made under Options 5, 6 or 7,
during the payout period, no deductions for the mortality guarantee will be
made by HL.

Under Options 5, 6 or 7, the Annuitant may, at any time, surrender his
contract and receive within 7 days, the Termination Value of the account.

How are Variable Annuity payments determined?

DETERMINATION OF AMOUNT OF FIRST MONTHLY ANNUITY PAYMENT

For deferred contracts, when Annuity payments commence, the value of the
Annuitant's individual account is determined as the product of the value of
an Accumulation Unit 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 the contract or individual account under a
contract as of the date the Annuity is to commence.

<PAGE>
- 30 -

an optional basis. The total first monthly Annuity payment is determined by
multiplying the value (expressed in thousands of dollars) of the Annuitant's
Individual Account (less any applicable premium taxes) by the amount of the
first monthly payment per $1,000 of value obtained from the tables in the
contracts. With respect to fixed annuities only, the current rate will be
applied if it is higher than the rate under the tables in the contract.

The 4% interest rate assumed in the mortality tables would produce level
Annuity payments if the net investment rate remained constant at 4%. In
fact, payments will vary up or down in the proportion that the net
investment rate varies up or down from 4%.

A higher assumed interest rate may produce a higher initial payment but more
slowly rising and more rapidly falling subsequent payments than would a 4%
interest rate assumption.

For immediate contracts, the same tables and procedures are used as
described above for deferred contracts.

AMOUNT OF SECOND SUBSEQUENT MONTHLY ANNUITY PAYMENTS

The amount of the first monthly Annuity payment, determined as described
above, is divided by the value of an Annuity Unit 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. The 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 by the Annuitant.
The Annuity unit price used in calculating the amount of the Annuity payment
will be based on an Annuity unit price determined as of the close of
business on a day not more than the fifth business day preceding the date of
the Annuity payment.

CHARGES UNDER THE CONTRACTS

How are the charges under the Contracts made?

Charges under the Contracts are made in three different ways: (1) as
deductions from Purchase Payments for sales expenses, for the Minimum Death
Benefit guarantee, and for any applicable premium taxes; (2) as assessments
against the assets of the Separate Account for mortality, expense and
administrative risks; and (3) as an annual deduction for the Annual Policy
Fee. Contract distribution expenses may exceed the deduction for sales
expenses described below. To the extent they do they will be borne by HL
(also see "Charges under the Contracts" commencing on page ).

<PAGE>
- 31 -

1. SALES EXPENSES, MINIMUM DEATH BENEFIT AND ANY APPLICABLE PREMIUM
TAXES

a. Individual Contracts

Purchase Payments made pursuant to the terms of the individual
contracts are subject to the following deductions:

PORTION REPRESENTING
<TABLE>
<CAPTION>
Total Deductions
Aggregate Maximum Minimum as % of
Purchase Total Sales Death Net Amount
Payments Deduction Expenses Benefit Invested

<C> <S> <S> <S> <S>
Up to and including $2,500 9% 8.25% .75% 9.89%

More than $2,500 and up to
and including $5,000 7% 6.25% .75% 7.63%

More than $5,000 and up
to and including $50,000 5% 4.25% .75% 5.26%

More than $50,000 and up
to and including $100,000 3% 2.25% .75% 3.09%

More than $100,000 1% .25% .75% 1.01%
<FN>
*This illustration does not assume the payment of Premium Taxes.
</TABLE>

In the case of the immediate contracts, no deduction is made from the Purchase
Payment for the Minimum Death Benefit coverage.

For the deferred contracts, HL deducts a maximum percentage of 9% on the initial
$2,500 of deposits (9.89% of the net amount invested). This percentage
deduction is reduced as the amount of the single payment, or accumulated
flexible payments, increases.

For the immediate annuity contracts, HL deducts a maximum percentage of 8.25%
(8.99% of the net amount invested). The percentage deduction is reduced as the
amount of the single Purchase Payment increases.

b. Group Contracts

Contributions made on behalf of a Participant pursuant to the terms of the
Group Contracts are subject to the following deductions:

<PAGE>
- 32 -

PORTION REPRESENTING
<TABLE>
<CAPTION>
Total Deductions
Aggregate Maximum Minimum as % of
Purchase Total Sales Death Net Amount
Payments Deduction Expenses Benefit Invested

<S> <C> <C> <C> <C>
Up to and including $2,500 7.00% 6.25% .75% 7.53%

More than $2,500 and up to
and including $50,000 3.50% 2.75% .75% 3.63%

More than $50,000 and up
to and including $100,000 2.00% 1.25% .75% 2.04%

More than $100,000 1.00% .25% .75% 1.01%
<FN>
* This illustration does not assume the payment of Premium Taxes.
</TABLE>

What do the sales charges cover?

The sales charges are used to cover expenses relating to the sale and
distribution of the contracts, including commissions paid to any
distribution organization and its sales personnel, the cost of preparing
sales literature and other promotional activities. It is anticipated that
gross commissions paid on the sale of the contracts will not exceed 5.50%
(including commissions and marketing allowance) of a Purchase Payment. To
the extent that these charges do not cover such distribution expenses they
will be borne by HL from its general assets, including surplus. The surplus
might include profits resulting from unused mortality, expense and
administrative charges.

What is the mortality, expense and administrative 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), 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, or (c) cost of administering the contracts increases
dramatically.

For assuming these risks under the contracts, HL will make a daily charge at
the rate of 1.00% per annum against all Contract Values held in the Separate
Account during the life of the contract. (Estimated at .85% for mortality
and .15% for expense and administration.) HL will make a daily charge at
the rate of 0.50% per annum against the average daily net assets of the Bond
Fund and Stock Funds; 0.75% from the Advisers Fund; and O.675% from the
Capital Appreciation Fund, the underlying investment for the contracts, for
provision of administrative and advisory services to the Funds. Thus, the
combined total deduction against the average daily net assets of the
Separate Account and the Bond Fund and Stock Fund are presently set at 1.50%
per annum, 1.75% per annum for the Advisers Fund, and 1.675% for the
Capital

<PAGE>
- 33 -

Appreciation Fund. Such charges may not be changed on existing contracts.
HL reserves the right to increase these and other charges subject to SEC
approval on future contracts which it may issue with respect to the Separate
Account.

The mortality undertakings 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 tables and other
provisions contained in the contract) to each Annuitant regardless of how
long he lives, and regardless of how long all Annuitants as a group live.
This undertaking assures an Annuitant that neither his own longevity nor an
improvement in life expectancy will have any adverse effect on the monthly
Annuity payments he will receive under the contract and relieves the
Contract Owner or Participant from the risk that he will outlive the funds
he has accumulated for retirement.

The mortality undertakings are based on HL's actuarial determination of
expected mortality rates among Annuitants. If actual experience among
Annuitants during the Annuity payment period deviates from HL's actuarial
determination of expected 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.

In providing an expense undertaking with respect to the Separate Account, HL
assumes the risk that deductions provided for sales expenses and the Minimum
Death Benefit prior to retirement may be insufficient to cover the actual
cost of providing such items.

Are there any administrative charges?

There will be an annual deduction in the amount of $10.00 from the value of
an individual contract and from each Participant's Individual Account under
group contracts in the form of an Annual Contract Fee. This fee for the
service and handling of individual accounts under both individual and group
contracts, will be deducted from the value of each such account on the last
business day of each Contract Year or Participant's Contract Year, as
appropriate, provided, however, that if a Contract Owner redeems in full the
value of a contract or a Participant's Individual Account under a contract
at any time before the last business day of the Contract Year or
Participant's Contract Year, as appropriate, then the Annual Contract Fee
charge will be deducted from the proceeds of such redemption.

No deduction will be made for the Annual Contract Fee in the case of a
single payment immediate Annuity contract, or on other contracts during the
Annuity payment period. In the event that the Purchase Payment(s) made by
or on behalf of an intended Annuitant are allocated at such person's request
partially to the Fixed Annuity portion of the contract and partially to the
Variable Annuity portion of the contract, then the Annual Contract Fees will
be deducted, as aforesaid, from the value of the contract, on a pro rata
basis.

How much are the deductions for Premium Taxes?

A deduction is also made for Premium Tax, if applicable. Certain states
impose a premium tax,

<PAGE>
- 34 -

ranging up to 3.00% upon Annuity considerations received by insurance
companies. On any contract subject to a Premium Tax, the tax will be
deducted, as provided under applicable law, either from Purchase Payments
when received or from the amount applied to effect an Annuity at the time
Annuity payments commence.

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. HL 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 the variable annuity are the
general corporate obligations of HL. These ratings do apply to HL'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 Hartford Advisers Fund, Inc. were organized on December 1,
1982. Hartford Capital Appreciation Fund, Inc. was organized on September
20, 1983. 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.

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.

<PAGE>
- 35 -

The following Fund is available only for contracts issued subsequent to May 2,
1983.

HARTFORD ADVISERS FUND, INC.

To achieve maximum long term total rate of return consistent with prudent
investment risk by investing in common stock and other equity securities,
bonds and other debt securities, and money market instruments. The
investment adviser will vary the investments of the Fund among equity and
debt securities and money market instruments depending upon its analysis of
market trends.

The following Fund is available only for contracts issued subsequent to May 1,
1984.

HARTFORD CAPITAL APPRECIATION FUND, INC.

To achieve growth of capital by investing in securities selected solely on
the basis of potential for capital appreciation; income, if any, is an
incidental consideration.

All Funds

All of the Funds are sponsored by HL. The Funds are available only to serve
as the underlying investment for the variable annuity and variable life
insurance contracts issued by HL.

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 to 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 Holders would not bear any expenses attendant to
the establishment of such separate funds.

The Hartford Advisers Fund Sub-Account is not available under contracts
issued prior to May 2, 1983 unless separately applied for by a Contract
Owner. The Hartford Aggressive Growth Fund Sub-Account is not available
under contracts issued prior to May 1, 1984 unless separately applied for by
a Contract Owner.

The Hartford Investment Management Company ("HIMCO") serves as investment
manager or adviser to each of the Funds. In addition, Wellington Management
("Wellington") has served as sub-investment adviser to certain of the Funds
since August 1984.

HIMCO serves as investment manager for Hartford Advisers, Hartford
Aggressive Growth and Hartford Stock Funds pursuant to an Investment
Management Agreement between each. Wellington serves as sub-investment
adviser to each of these funds pursuant to a Sub-Investment Advisory
Agreement between Wellington and HIMCO on behalf of each fund.

<PAGE>
- 36 -

A full description of the Funds, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operation 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. In addition,
no attempt is made here to consider any applicable state or other tax laws.
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.

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 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 .) As a result, such investment income
and realized capital gains are automatically applied to increase reserves
under the contract.

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

C. TAXATION OF ANNUITIES IN GENERAL - NON-TAX QUALIFIED PURCHASERS

1. GENERAL

Section 72 of the Internal Revenue Code governs the taxation of
annuities in general. Section 72 contains provisions for contract
owners who are non-natural persons. Non-natural persons include

<PAGE>
- 37 -

corporations, trusts, and partnerships except such entities owning the
annuity contract for the benefit of natural persons.

2. NON-NATURAL PERSONS, CORPORATIONS, ETC.

The annual increase in the value of the contract is currently
includable in the 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 change.

3. OTHER CONTRACT OWNERS (NATURAL PERSONS)

A Contract Owner is not taxed on increases in the value of the
contract until distribution occurs, either in the form of a lump
sum payment (full or partial value of a contract) or as Annuity
payments under the settlement option are elected. The provisions
of Section 72 of the Code concerning distributions are summarized
briefly below. Also summarized are special rules affecting
distributions from contracts obtained in a tax-free exchange for
other annuity contracts or life insurance contracts which were
purchased prior to August 14, 1982.

a. Distributions Prior to the Annuity Commencement Date.

i. The purchase payment less prior withdrawals which were not
included in taxable income is equal to the "investment in
the contract" under Section 72 of the Code.

ii. When the value of the contract exceeds the "investment in
the contract," any amount surrendered which is less than or
equal to the difference between the value of the contract
and the "investment in the contract" will be included in
taxable income.

iii. When the value of the contract is less than or equal to the
"investment in the contract," any amount surrendered which
is less than or equal to the "investment in the contract"
shall be treated as a return of "investment in the contract"
and not be included in taxable income.

iv. An assignment or pledge of any portion of the value of the
contract shall be treated as an amount surrendered which
will be covered by the provisions in Subparagraph ii. or
iii. above.

<PAGE>
- 38 -

b. Distributions After Annuity Commencement Date.

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

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

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

c. Required Distributions in the Event of Contract Holder's Death.

In order for a contract to be treated as an Annuity, it must
provide the following:

i. If any Contract Holder (owner) dies before the Annuity
Commencement Date, the entire interest must be distributed
within five years; however, a portion or all of such
interest may be payable to a designated Beneficiary over the
life of such Beneficiary or for a period not extending
beyond the life expectancy of such Beneficiary with payments
starting within one year of the date of death.

ii. If the Contract Holder dies on or after the Annuity
Commencement Date and before the entire interest in the
contract has been distributed, the remaining portion of such
interest must be distributed at least as rapidly as under
the method of distribution in effect at the Contract
Holder's death.

iii. If a spouse is designated as a Beneficiary at the time of
the Contract Holder's death, such spouse will be treated as
the Contract Holder under subparagraphs i. and ii. above.

iv. If the Contract Holder is not an individual, the primary
Annuitant shall be treated as the holder under subparagraphs
i. and ii. and if there is a change in the primary Annuitant
such change shall be treated as the death of the Contract
Holder.

<PAGE>
- 39 -

d. Penalty - Applicable to Certain Withdrawals and Annuity Payments.

i. If any amount is surrendered prior to the Annuity
Commencement Date, or if any amount is surrendered or paid
out after the Annuity Commencement Date, the Code applies a
penalty equal to ten percent of the amount includable in
gross income.

ii. The penalty will not apply to the following:

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

2. Distributions made to a Beneficiary on or after the
death of the holder.

3. Distributions attributable to an Annuitant's becoming
disabled.

4. A distribution that is part of a scheduled series of
substantially equal periodic payments for the life (or
life expectancy) of the recipient (or the joint lives
of the recipient and the recipient's Beneficiary).

5. Distributions of amounts which are allocable to
"investments in the contract" made prior to August 14,
1982.

e. Special Provisions Affecting Contracts Obtained through a
Tax-Free Exchange of Other Annuity or Life Insurance Contracts
Purchased Prior to August 14, 1982.

If the contract was obtained by a tax-free exchange of a life
insurance or annuity contract purchased prior to August 14, 1982,
then any amount surrendered prior to the Annuity Commencement
Date which does not exceed the portion of the "investment in the
contract" (payments made into the other contract, less prior
surrenders) prior to August 14, 1982, shall not be included in
taxable income. In all other respects, the general provisions
apply to distributions from such contracts.

4. 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 increases in cash value. The
Treasury has issued diversification regulations which, among other
things, require that no more than 55% of the assets of a mutual fund

<PAGE>
- 40 -

(such as the HVA 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
Holders will be subject to current tax on the increase in cash value
in the contract.

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. 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.

2. Periodic Distributions (distributions payable over a period greater
than one year)

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

E. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS

The Technical and Miscellaneous Revenue Act of 1988 (1988 Revenue Act)
affects two or more annuity contracts acquired in a 12-month period. The
1988 Revenue Act makes one change in the taxation of distributions from
annuities prior to the Annuity Commencement Date. As described herein,
when a withdrawal or surrender is made prior to the Annuity Commencement
Date, it is treated first as a withdrawal of income under the contract
(value of the contract less investment in the contract) and then as a
withdrawal of investment in the contract (not income). Under the 1988
Revenue Act, contracts issued after October 21, 1988 by the same insurer
(or affiliated insurer) to the same Contract Owner within a 12-month
period, will be treated as one annuity contract for the purpose of
determining the taxation of distributions prior to the Annuity Commencement
Date. An annuity issued in a tax-free exchange for another annuity may be
treated as a new contract for this purpose, HL believes that for any
annuities subject to aggregation, the values under the contracts and the
investment in the contracts will be added together to determine the
taxation of distributions prior to the Annuity Commencement Date.
Withdrawals will first be treated as withdrawals of income until all of the
income from all such contracts is withdrawn. As of the date of this
Prospectus, there are no regulations interpreting this provision.

<PAGE>
- 41 -

MISCELLANEOUS

What are my voting rights?

HL will notify a Contract Owner of any Fund shareholders' meeting if the
shares held for the Contract Owner's account may be voted at such meetings.
HL will 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 will 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 in the same proportion as
shares of that Fund for which instructions have been received. During the
Annuity period under a contract the number of votes will decrease as the
assets held to fund Annuity benefits decrease.

A Contract Owner is entitled to one full or fractional vote for each full or
fractional Accumulation or Annuity Unit owned. The Contract Owner has such
voting rights for as long as ownership of interests in the Separate Account
continues. Voting rights attach only to Separate Account interests.

Will other contracts be participating in the Separate Account?

In addition to the contracts described in this Prospectus, it is
contemplated that other forms of group or individual Variable 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 Hartford Life Insurance
Company. The principal business address of HESCO and HSD is the same as
Hartford Life Insurance Company.

<PAGE>
- 42 -

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 by writing:

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

<PAGE>
- 43 -

TABLE OF CONTENTS
FOR
STATEMENT OF ADDITIONAL INFORMATION

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

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

ANNUITY PERIOD . . . . . . . . . . . . . . . . . . . . . . . .

A. Annuity Payments . . . . . . . . . . . . . . . . . . . .

B. Electing the Annuity Commencement Date and Form
of Annuity. . . . . . . . . . . . . . . . . . . . . . .

C. Optional Annuity Forms . . . . . . . . . . . . . . . . .

OPTION 1: Life Annuity. . . . . . . . . . . . . . . . .

OPTION 2: Life Annuity With 120, 180 or 240
Monthly Payments Certain . . . . . . . . . .

OPTION 3: Unit Refund Life Annuity. . . . . . . . . . .

OPTION 4: Joint and Last Survivor Annuity . . . . . . .

OPTION 5: Payments for a Designated Period. . . . . . .

OPTION 6: Payments of a Specified Dollar Amount . . . .

OPTION 7: Deposit Option/Interest Income. . . . . . . .

D. The Annuity Unit and Valuation . . . . . . . . . . . . .

E. Determination of Amount of First Monthly
Annuity Payment . . . . . . . . . . . . . . . . . . . .

F. Amount of Second and Subsequent Monthly
Annuity Payments. . . . . . . . . . . . . . . . . . . .

G. Date and Time of Annuity Payments. . . . . . . . . . . .

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

<PAGE>

PART B

<PAGE>
- 2 -

PART B

STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE INSURANCE COMPANY

SEPARATE ACCOUNT TWO

(NQ 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-1897-7
Printed in U.S.A.

<PAGE>

TABLE OF CONTENTS

SECTION PAGE NO.
- - ------- --------

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . .

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY . . . . .

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

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

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

ANNUITY PERIOD . . . . . . . . . . . . . . . . . . . . .

A. Annuity Payments . . . . . . . . . . . . . . .
B. Electing the Annuity Commencement
Date and Form of Annuity. . . . . . . . . . .
C. Optional Annuity Forms . . . . . . . . . . . .

OPTION 1: Life Annuity. . . . . . . . . . . .

OPTION 2: Life Annuity With 120, 180 or
240 Monthly Payments Certain. . . .

OPTION 3: Unit Refund Life Annuity. . . . . .

OPTION 4: Joint and Last Survivor Annuity . .

OPTION 5: Payments for a Designated Period. .

OPTION 6: Payments of a Specified Dollar
Amount . . . . . . . . . . . . . .

OPTION 7: Deposit Option/Interest Income. . .

D. The Annuity Unit and Valuation . . . . . . . .

E. Determination of Amount of First Monthly
Annuity Payment. . . . . . . . . . . . . . . .

F. Amount of Second and Subsequent Monthly
Annuity Payments . . . . . . . . . . . . . . .

G. Date and Time of Annuity Payments. . . . . . .

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

<PAGE>
- 4 -

INTRODUCTION

The individual and group tax deferred variable annuity contracts described in
the Prospectus are designed to provide Annuity benefits to individuals who have
established or wish to establish retirement programs which do not qualify for
special federal income tax treatment. The Annuitant under these contracts may
receive Annuity benefits in accordance with the Annuity option selected and the
retirement program, if any, under which the contracts have been purchased.
Annuity payments under a contract will begin on a particular future date which
may be selected at any time under the contract or automatically when the
Annuitant reaches age 75. There are several alternative annuity payment options
available under the contract (see "Optional Annuity Forms," commencing on page
___).

The Purchase Payments under a contract, less any applicable deductions, will be
applied to the Separate Account. Accordingly, the net Purchase Payment under
the contract will be applied to purchase interests in one or more of the Bond
Fund, Stock Fund, Advisers Fund (for contracts issued after May 2, 1983), and
Capital Appreciation Fund (for contracts issued after May 1, 1984) Sub-
Accounts.

Shares of the Funds are purchased by the Separate Account. The value of a
contract depends on the value of the shares of the Fund held by the Separate
Account pursuant to that contract. As a result, the Contract Owner bears the
investment risk since market value of the shares may increase or decrease.

There is no assurance that the value of the contract at any time will equal or
exceed the Purchase Payments made by or on behalf of a Contract Owner. However,
if the Annuitant or Contract Owner dies before the Annuity Commencement Date,
the contracts provide that a death benefit equal to the value of the contract
and the Sub-Account(s) thereunder, as of the date due proof of death is received
by HL, shall be payable. This amount is the greater of (a) the Termination
Value of the contract, or (b) 100% of the total Purchase Payments made to such
contract, reduced by any prior partial surrenders, if any; not repaid. (See
"Payment of Benefits" commencing on page 9 of the Prospectus).

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. HL 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.

<PAGE>
- 5 -

SAFEKEEPING OF ASSETS

The assets of the Separate Account are held by HL under a safekeeping
arrangement.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP, One Financial Plaza, Hartford, Connecticut, independent
public accountants, will perform an annual audit of the Separate Account. 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.

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 Hartford Life Insurance
Company. The principal business address of HESCO and HSD is the same as
Hartford Life Insurance Company.

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.

ANNUITY PERIOD

A. Annuity Payments

Variable Annuity payments are determined on the basis of (1) a mortality
table set forth in the contracts and the type of Annuity payment option
selected, and (2) the investment performance of the investment medium
selected. Fixed Annuity payments are based on the annuity tables contained
in the contracts.

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
Contracts," commencing on page ___ of the Prospectus).

<PAGE>
- 6 -

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.

B. Electing the Annuity Commencement Date and Form of Annuity

You select an Annuity Commencement Date and an Annuity option which may be
on a fixed or variable basis, or a combination thereof. The Annuity
Commencement Date will not be deferred beyond the Annuitant's 75th
birthday.

The contract contains the seven optional Annuity forms described below.

If you do not elect otherwise, payments will automatically begin at age 75
under Option 2 with 120 monthly payments certain.

When an annuity is purchased under one of the Options set out below,
General Account values will be applied to provide a Fixed Annuity and
Separate Account Values will be applied to provide a Variable Annuity.

You should consider the question of allocation of contract values among
Sub-Accounts of the Separate Account and the General Account of HL to make
certain that Annuity payments are based on the investment alternative best
suited to your retirement needs.

If at any time Annuity payments become less than $20.00 per payment, HL has
the right to change the frequency of payment to such intervals as will
result in Annuity 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 an Annuitant
and terminating with the last monthly payment preceding the death of the
Annuitant. Life Annuity option (Options 1 through 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.

<PAGE>
- 7 -

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,
the value of the remaining Annuity payments will be paid in a lump sum to
the Beneficiary or Beneficiaries designated, unless other provisions shall
have been made and approved by HL.

Illustration of Annuity Payments
Individual Age 65, Life Annuity
With 120 Payments Certain
-------------------------

1. Net amount applied . . . . . . . . . . . . . . . . . . . 13,978.25
2. Initial monthly income per $1,000 of payment applied . . 6.24
3. Initial monthly payment (1x2-1,000) . . . . . . . . . . 87.22
4. Annuity Unit value . . . . . . . . . . . . . . . . . . . .953217
5. Number of monthly Annuity Units (3-4) . . . . . . . . . 91.501
6. Assume Annuity Unit value for second month equal to. . . .963723
7. Second monthly payment (6x5) . . . . . . . . . . . . . . 88.18
8. Assume Annuity Unit value for third month equal to . . . .964917
9. Third monthly payment (8x5) . . . . . . . . . . . . . . 88.29

For the purpose of this illustration, purchase is assumed to have been made
on the fifth business day preceding the first payment date. In determining
the second and subsequent payments, the Annuity Unit value of the fifth
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 if (a) below
exceeds (b) below:

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

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

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

<PAGE>
- 8 -

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 97.92 (the number applicable to a male 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 $15,187.20, computed as follows:

$20,000 _ (97.92 x 60) = $10,124.80
-------
$1.25
or

$16,000 - $5,875.20 = $10,124.80
$10,124.80 x $1.50 = $15,187.20

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 the 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 1 to 30 years. The current value of the amount held under this option
may be redeemed in whole or in part at any time or from time to time.

OPTION 6: Payments of A Specified Dollar Amount

Fixed payments of a specified dollar amount (not less than $75.00 per
$1,000 of Termination Value) until the amount of such value, adjusted
weekly by investment experience, is exhausted.

OPTION 7: Deposit Option Interest Income

If the Contract Owner elects to have payments made under Options 5, 6, or
7, during the payout period, no deductions for the mortality guarantee
will be made by HL.

<PAGE>
- 9 -

Under Options 5, 6 or 7, the Contract Owner may, at any time, surrender the
contract and receive, within seven days, the Termination Value of the account.

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

Under any of the Annuity options above, excluding Options 5, 6 and 7, no
surrenders are permitted after Annuity payments commence. Only full surrenders
are allowed out of Options 5, 6 and 7.

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

D. The Annuity Unit and Valuation

On each business day, a gross investment rate is determined from the
investment performance of the assets of the Separate Account for that day.
Such rate is (a) the investment income for the day plus capital gains and
minus capital losses, whether realized or unrealized, less a deduction for
any applicable taxes arising from the investment income and realized and
unrealized capital gains attributable to the Separate Account (under
current Federal tax laws such taxes are applicable only to realized capital
gains allocable to "Non-Qualified" plans), divided by (b) the value of the
Separate Account of the previous day. The gross investment rate may be
positive or negative.

The net investment for the day is then determined by deducting from the
gross investment rate a daily fee for providing the mortality, expense and
administrative undertakings under the contracts.

The net investment factor for the day is then calculated as 1.000000 plus
the net investment rate for the day. The net investment rate may be
negative if the combined capital losses, the day's deduction, and taxes
exceed the investment income and capital gains. The net investment factor
may therefore be less than 1.000000, and the value of an Accumulation Unit
for any day may be less than the value of an Accumulation Unit on any
previous day. You should refer to the Prospectus for each of the Funds
which accompanies 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.

E. Determination of Amount of First Monthly Annuity Payment

For deferred contracts, when Annuity Payments commence, the value of the
Annuitant's individual account is determined as the product of the value of
an Accumulation Unit 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 the contract or individual account under a
contract as of the date the Annuity is to commence.

<PAGE>
- 10 -

The deferred contracts contain tables indicating the dollar amount of the
first monthly payment under the optional forms of Annuity for each $1,000
of value of the Annuitant's individual account. The first monthly payment
varies according to the form of Annuity selected. The contracts contain a
formula for determining the adjusted age, and the tables are determined
from the 1971 Individual Annuity Mortality Table and are based on an
assumed net investment rate of 4% per annum. An alternate A.I.R. of 5% is
available on an optional basis. The total first monthly Annuity payment is
determined by multiplying the value (expressed in thousands of dollars) of
the Annuitant's Individual Account (less any applicable premium taxes) by
the amount of the first monthly payment per $1,000 of value obtained from
the tables in the contracts. With respect to fixed annuities only, the
current rate will be applied if it is higher than the rate under the tables
in the contracts.

A higher assumed interest rate may produce a higher initial payment but
more slowly rising and more rapidly falling subsequent payments than would
a 4% interest rate assumption.

For immediate contracts, the same tables and procedures are used as
described above for deferred contracts.

F. Amount of Second and Subsequent Monthly Annuity Payments

The amount of the first monthly Annuity payment, determined as described
above, is divided by the value of an Annuity Unit 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. The 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 by the Annuitant.
The Annuity unit price used in calculating the amount of the Annuity
payment will be based on an Annuity unit price determined as of the close
of business on a day not more than the fifth business day preceding the
date of the Annuity payment.

G. Date and Time of Annuity Payments

The Annuity payments will be made on the first day of each month following
selection. 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.

<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

<PAGE>

- - -------------------------------------------------------------------------------
SEPARATE ACCOUNT TWO
- - -------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
MONEY U.S. GOVERNMENT
BOND FUND STOCK FUND MARKET FUND ADVISERS FUND MONEY MARKET 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.

<PAGE>

<TABLE>
<CAPTION>
SMITH
BARNEY
SHEARSON
SMITH BARNEY SMITH BARNEY GOVERNMENT
DIVIDEND SHEARSON SHEARSON AND
AGGRESSIVE MORTGAGE INTERNATIONAL AND GROWTH SOCIALLY DAILY DIVIDEND APPRECIATION AGENCIES
GROWTH FUND SECURITIES FUND INDEX FUND OPPORTUNITIES FUND FUND RESPONSIVE FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ --------------- ----------- ------------------ ----------- --------------- -------------- -------------- -----------

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

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

$632,467,289 -- -- -- -- -- -- -- --

-- $213,512,425 -- -- -- -- -- -- --

-- -- $94,384,095 -- -- -- -- -- --

-- -- -- $300,880,462 -- -- -- -- --

-- -- -- -- $29,855,712 -- -- -- --

-- -- -- -- -- $ 992,739 -- -- --

-- -- -- -- -- -- $ 645,916 -- --

-- -- -- -- -- -- -- $117,210 --

-- -- -- -- -- -- -- -- $48,101
-- -- -- -- -- 31,623 -- -- 8
670,264 -- -- 34,067 169,314 7,760 -- -- --
-- 72,115 122,769 -- -- -- 1,130 30 195
------------ --------------- ----------- ------------------ ----------- --------------- -------------- -------------- -----------
633,137,553 213,584,540 94,506,864 300,914,529 30,025,026 1,032,122 647,046 117,240 48,304
------------ --------------- ----------- ------------------ ----------- --------------- -------------- -------------- -----------

-- 67,937 122,812 -- -- -- 1,130 19 211
668,624 -- -- 34,906 169,722 7,784 -- -- --
------------ --------------- ----------- ------------------ ----------- --------------- -------------- -------------- -----------
668,624 67,937 122,812 34,906 169,722 7,784 1,130 19 211
------------ --------------- ----------- ------------------ ----------- --------------- -------------- -------------- -----------
$632,468,929 $213,516,603 $94,384,052 $300,879,623 $29,855,304 $1,024,338 $ 645,916 $117,221 $48,093
------------ --------------- ----------- ------------------ ----------- --------------- -------------- -------------- -----------
------------ --------------- ----------- ------------------ ----------- --------------- -------------- -------------- -----------
</TABLE>

29
<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
U.S. Government Money Market Fund .15% DCII........................................... 37,301 2.003628 74,738
</TABLE>

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

30
<PAGE>
<TABLE>
<CAPTION>
UNITS
OWNED BY UNIT CONTRACT
PARTICIPANTS PRICE LIABILITY
------------ ---------- ---------------
GROUP SUB-ACCOUNTS -- (CONTINUED)
<S> <C> <C> <C>
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>

31
<PAGE>
- - -------------------------------------------------------------------------------
SEPARATE ACCOUNT TWO
- - -------------------------------------------------------------------------------

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

<FN>

* From Inception, March 8, 1994, to December 31, 1994.
</TABLE>

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

32
<PAGE>

<TABLE>
<CAPTION>
SMITH
SMITH BARNEY
BARNEY SHEARSON
SHEARSON SMITH BARNEY GOVERNMENT
SOCIALLY DAILY SHEARSON AND
AGGRESSIVE MORTGAGE INTERNATIONAL DIVIDEND AND RESPONSIVE DIVIDEND APPRECIATION AGENCIES
GROWTH FUND SECURITIES FUND INDEX FUND OPPORTUNITIES FUND GROWTH FUND FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT* SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- --------------- ------------- ------------------ ------------ ----------- ---------- ------------ -----------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ 2,216,268 $ 15,801,876 $ 2,259,862 $ 3,567,586 $ 419,546 $ 31,623 $24,231 $ 1,969 $1,757

(6,812,975) (2,897,906) (1,104,316) (3,151,951) (135,382) (11,158) (6,845) (1,226) (488)
------------- --------------- ------------- ------------------ ------------ ----------- ---------- ------------ -----------
(4,596,707) 12,903,970 1,155,546 415,635 284,164 20,465 17,386 743 1,269
------------- --------------- ------------- ------------------ ------------ ----------- ---------- ------------ -----------
42,093,901 1,176,728 -- -- -- -- -- 6,550 --
------------- --------------- ------------- ------------------ ------------ ----------- ---------- ------------ -----------

316,913 (2,117,604) 177,595 (38,119) 1,622 (180) -- (476) --

(28,599,970) (19,218,450) (1,319,890) (9,418,006) (486,442) (59,462) -- (9,210) --
------------- --------------- ------------- ------------------ ------------ ----------- ---------- ------------ -----------
(28,283,057) (21,336,054) (1,142,295) (9,456,125) (484,820) (59,642) -- (9,686) --
------------- --------------- ------------- ------------------ ------------ ----------- ---------- ------------ -----------

$ 9,214,137 $ (7,255,356) $ 13,251 $(9,040,490) $(200,656) $(39,177) $17,386 $(2,393) $1,269
------------- --------------- ------------- ------------------ ------------ ----------- ---------- ------------ -----------
------------- --------------- ------------- ------------------ ------------ ----------- ---------- ------------ -----------
</TABLE>

33
<PAGE>
- - -------------------------------------------------------------------------------
SEPARATE ACCOUNT TWO
- - -------------------------------------------------------------------------------

HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
- - -------------------------------------------------------------------------------

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

<CAPTION>
MONEY U.S. GOVERNMENT
BOND FUND STOCK FUND MARKET FUND ADVISERS FUND MONEY MARKET 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
------------- ------------- ------------- --------------- -----------------
------------- ------------- ------------- --------------- -----------------

<FN>

* From Inception, March 8, 1994, to December 31, 1994.
</TABLE>

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

34
<PAGE>
<TABLE>
<CAPTION>
SMITH
BARNEY
SMITH BARNEY SMITH SHEARSON
SHEARSON BARNEY GOVERNMENT
INTERNATIONAL SOCIALLY DAILY SHEARSON AND
AGGRESSIVE MORTGAGE OPPORTUNITIES DIVIDEND AND RESPONSIVE DIVIDEND APPRECIATION AGENCIES
GROWTH FUND SECURITIES FUND INDEX FUND FUND GROWTH FUND FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT* SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------

<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ (4,596,707) $ 12,903,970 $ 1,155,546 $ 415,635 $ 284,164 $ 20,465 $ 17,386 $ 743 $ 1,269
42,093,901 1,176,728 -- -- -- -- -- 6,550 --
316,913 (2,117,604) 177,595 (38,119) 1,622 (180) -- (476) --

9,214,137 (7,255,356) 13,251 (9,040,490) (200,656) (39,177) 17,386 (2,393) 1,269
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------

147,740,784 19,118,960 11,954,835 93,762,262 13,185,613 376,701 -- 50 --
33,684,129 (49,453,490) (438,563) 55,977,196 17,422,326 (75,712) (18,624) 2,681 --
(18,517,067) (20,146,010) (3,246,522) (7,306,583) (551,979) (19,945) (84,827) (2,515) (6,354)
396,915 137,102 59,473 (104,557) -- 4,610 -- -- --
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------

163,304,761 (50,343,438) 8,329,223 142,328,318 30,055,960 285,654 (103,451) 216 (6,354)
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------
172,518,898 (57,598,794) 8,342,474 133,287,828 29,855,304 246,477 (86,065) (2,177) (5,085)

459,950,031 271,115,397 86,041,578 167,591,795 -- 777,861 731,981 119,398 53,178
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------
$632,468,929 $213,516,603 $94,384,052 $300,879,623 $29,855,304 $1,024,338 $ 645,916 $117,221 $48,093
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------

SMITH
BARNEY
SMITH SHEARSON
SMITH BARNEY SMITH BARNEY BARNEY GOVERNMENT
INTERNATIONAL SOCIALLY SHEARSON SHEARSON SHEARSON AND
AGGRESSIVE MORTGAGE OPPORTUNITIES RESPONSIVE DAILY APPRECIATION HIGH INCOME AGENCIES
GROWTH FUND SECURITIES FUND INDEX FUND FUND FUND DIVIDEND FUND FUND FUND FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>

$ 1,600,110 $ 12,652,275 $ 799,021 $ (291,109) $ 14,203 $ 13,390 $ 459 $ 1,816 $ 901
3,197,599 -- -- -- -- -- 3,734 -- --
1,188,667 109,955 25,192 (11,820) (75) -- 234 (1,362) --

49,594,313 (1,569,545) 4,591,529 23,588,342 26,706 -- 3,565 4,504 --
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------

55,580,689 11,192,685 5,415,742 23,285,413 40,834 13,390 7,992 4,958 901
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------

195,275,139 95,499,459 30,471,477 67,601,208 302,593 -- 50 -- --
22,666,403 (19,922,573) 879,825 46,857,348 1,511 (89,601) -- -- --
(8,251,678) (18,992,076) (2,314,111) (1,636,768) (44,747) (5,845) (1,830) (55,563) (4,573)
576,660 (52,421) 30,208 268,086 4,631 -- -- -- --
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------

210,266,524 56,532,389 29,067,399 113,089,874 263,988 (95,446) (1,780) (55,563) (4,573)
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------
265,847,213 67,725,074 34,483,141 136,375,287 304,822 (82,056) 6,212 (50,605) (3,672)

194,102,818 203,390,323 51,558,437 31,216,508 473,039 814,037 113,186 50,605 56,850
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------
$459,950,031 $271,115,397 $86,041,578 $167,591,795 $ 777,861 $ 731,981 $ 119,398 $ -- $53,178
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------
------------- --------------- ------------- --------------- ------------ ------------- ------------ ----------- ----------
</TABLE>

35
<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.

<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)

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)

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.

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>

<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:

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:

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

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.

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:

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

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

<PAGE>

PART C

<PAGE>
2

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

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

(b) (1) A copy of the resolution authorizing the Separate Account is
filed herewith.

(2) Not applicable. HL maintains custody of all assets.

(3) Principal Underwriter Agreement between Hartford Life Insurance
Company and Hartford Equity Sales Company, Inc. is filed
herewith.

Form of Dealer Agreement is filed herewith.

(4) A copy of the Group and Individual Flexible Premium Variable
Annuity Contract will be filed by amendment.

(5) The Form of Application will be filed by amendment.

(6) (a) Restated Certificate of Incorporation of Hartford Life
Insurance Company is filed herewith.

Bylaws of Hartford Life Insurance Company is filed herewith.

(7) Not applicable.

(8) Not applicable.

(9) Not applicable.

(10) Consent of Arthur Andersen LLP is filed herewith.

(11) Not applicable.

(12) Not applicable.

<PAGE>
3

(13) Not applicable.

Item 25. Directors and Officers of the Depositor

Louis J. Abdou Vice President

David H. Annis Vice President

Paul J. Boldischar, Jr. Vice President

Wendell J. Bossen Vice President

Peter W. Cummins Vice President

Juliana B. Dalton Vice President

Ann M. deRaismes Vice President

Allen Douma, M.D. Medical Director

Donald R. Frahm Chairman & CEO

Bruce D. Gardner General Counsel & Secretary

Joseph H. Gareau Executive Vice President & Chief Investment
Officer

Richard J. Garrett Vice President & Treasurer

John P. Ginnetti Executive Vice President and Director Asset
Management Services

Lynda Godkin Assistant General Counsel & Secretary

Lois W. Grady Vice President

David A. Hall Senior Vice President & Actuary

Joseph Kanarek Vice President

Kevin J. Kirk Vice President

Andrew W. Kohnke Vice President

Stephen M. Maher Vice President & Actuary

William B. Malchodi, Jr. Vice President & Director of Taxes

<PAGE>
4

Thomas M. Marra Senior Vice President & Actuary and Director
Individual Life and Annuity Division

David J. McDonald Senior Vice President

Kevin A. North Vice President

Joseph J. Noto Vice President

Leonard E. Odell, Jr. Senior Vice President

Michael C. O'Halloran Vice President & Senior Associate General
Counsel

Craig R. Raymond Vice President & Chief Actuary

Lowndes A. Smith President & Chief Operating Officer

Edward J. Sweeney Vice President

James E. Trimble Vice President & Actuary

Raymond P. Welnicki Senior Vice President

James T. Westervelt Senior Vice President & Group Comptroller

Lizabeth H. Zlatkus Vice President

Donald J. Znamierowski Vice President

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 01604-2999.

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

See Exhibit 26 attached hereto.

Item 27. Number of Contract Owners

As of December 31, 1994, there were ____ Contract Owners.

Item 28. Indemnification

Under Section 33-320a of the Connecticut General Statutes, the
Registrant st indemnify a director or officer against judgments,
fines, penalties, amounts paid in settlement and reasonable expenses,
including attorneys' fees, for actions brought or threatened to be
brought against him in his capacity as a director or officer when it
is determined by certain disinterested parties that he acted in good
faith and in a manner he reasonably believed to be in the best

<PAGE>
5

interests of the Registrant. In any criminal action or proceeding,
it also must be determined that the director or officer had no reason
to believe his conduct was unlawful. The director or officer must
also be indemnified when he is successful on the merits in the defense
of a proceeding or in circumstances where a court determines that he
is fairly and reasonably entitled to be indemnified, and the court
approves the amount. In shareholder derivative suits, the director or
officer must be finally adjudged not to have breached his duty to the
Registrant or a court must determine that he is fairly and reasonably
entitled to be indemnified and must approve the amount. In a claim
based upon the director's or officer's purchase or sale of the
Registrant's securities, the director or officer may obtain
indemnification only if a court determines that, in view of all the
circumstances, he is fairly and reasonably entitled to be indemnified,
and then for such amount as the court shall determine.

The foregoing statements are specifically made subject to the detailed
provisions of Section 33-320a.

The directors and officers of HL and HESCO are covered under a
directors and officers liability insurance policy issued to ITT
Corporation and its subsidiaries. Such policy will reimburse the
Registrant for any payments that it shall make to directors and
officers pursuant to law and will, subject to certain exclusions
contained in the policy, further pay any other costs, charges and
expenses and settlements and judgments arising from any proceeding
involving any director or officer of the Registrant in his past or
present capacity as such, and for which he may be liable, except as to
any liabilities arising from acts that are deemed to be uninsurable.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be
governed by the final adjudication of such issue.

Item 29. Principal Underwriters

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

Hartford Life Insurance Company -
Separate Account Two (DC Variable Account I)

Hartford Life Insurance Company -

<PAGE>
6

Separate Account Two (DC Variable Account II)

Hartford Life Insurance Company -
Separate Account Two (QP Variable Account)

Hartford Life Insurance Company -
Separate Account Two (Variable Account "A")

Hartford Life Insurance Company -
Separate Account Three

ITT Hartford Life and Annuity Insurance Company -
Separate Account Three

Hartford Life Insurance Company -
Separate Account Five

ITT Hartford Life and Annuity Insurance Company -
Separate Account Five

ITT Hartford Life and Annuity Insurance Company -
Separate Account Six

Hartford Life Insurance Company -
Separate Account VL I

Hartford Life Insurance Company - Separate Account One

Hartford Life Insurance Company -
Separate Account Two (Director II)

Hartford Money Market Fund, Inc.

(b) Directors and Officers of HESCO

Name and Principal Positions and Offices
Business Address With Underwriter
------------------ --------------------

Donald E. Waggaman, Jr. Treasurer

Bruce D. Gardner Secretary

George R. Jay Controller

Lowndes A. Smith President

<PAGE>
7

Item 30. Location of Accounts and Records

Accounts and records are maintained by HL.

Item 31. Management Services

None

Item 32. Undertakings

(a) The Registrant hereby undertakes to file a post-effective
amendment to this registration statement as frequently as is
necessary to ensure that the audited financial statements in
the registration statement are never more than 16 months old
so long as payments under the variable annuity contracts may
be accepted.

(b) The Registrant hereby undertakes to include either (1) as part
of any application to purchase a contract offered by the
Prospectus, a space that an applicant can check to request a
Statement of Additional Information, or (2) a post card or
similar written communication affixed to or included in the
Prospectus that the applicant can remove to send for a
Statement of Additional Information.

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

<PAGE>

HARTFORD LIFE INSURANCE COMPANY, INC.
AND
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, INC.

POWER OF ATTORNEY

Donald R. Frahm
Bruce D. Gardner
Joseph H. Gareau
John P. Ginnetti
Thomas M. Marra
Leonard E. Odell, Jr.
Lowndes A. Smith
Raymond P. Welnicki
Lizabeth H. Zlatkus
Donald J. Znamierowski

do hereby jointly and severally authorize Bruce D. Gardner and/or Rodney J.
Vessels to sign as their agent, any Registration Statement, pre-effective
amendment, and any post-effective amendment of the Hartford Life Insurance
Company, Inc. and Hartford Life and Accident Insurance Company, Inc. under the
Securities Act of 1933 and/or the Investment Company Act of 1940.

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

/s/ Donald R. Frahm Dated:
- - ------------------------------ -----------------------------
Donald R. Frahm

/s/ Bruce D. Gardner Dated:
- - ------------------------------ -----------------------------
Bruce D. Gardner

/s/ John P. Ginnetti Dated:
- - ------------------------------ ------------------------------
John P. Ginnetti

/s/ Thomas M. Marra Dated: 12-9-94
- - ------------------------------ ------------------------------
Thomas M. Marra

/s/ Leonard E. Odell, Jr. Dated: 12/2/94
- - ------------------------------ ------------------------------
Leonard E. Odell, Jr.

/s/ Lowndes A. Smith Dated:
- - ------------------------------ ------------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki Dated:
- - ------------------------------ ------------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus Dated:
- - ------------------------------ -------------------------------
Lizabeth H. Zlatkus

/s/ Donald J. Znamierowski Dated: 12/8/94
- - ------------------------------ -------------------------------
Donald J. Znamierowski

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment
Company Act of 1940, the Registrant certifies that it meets the requirements of
Securities Act Rule 485(b) for effectiveness of this Registration Statement and
has caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford and the State of
Connecticut on the 27th day of April, 1995.

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT TWO
(NQ VARIABLE ACCOUNT)
(Registrant)

*By: *By: \s\ Rodney J. Vessels
-------------------------------- ----------------------
John P. Ginnetti, Senior Rodney J. Vessels
Vice President Attorney-in-Fact

HARTFORD LIFE INSURANCE COMPANY
(Depositor)

*By:
--------------------------------
John P. Ginnetti, Senior
Vice President

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

Donald R. Frahm, Chairman and
Chief Executive Officer, Director *
Bruce D. Gardner, General Counsel
Corporate Secretary, Director *
Joseph H. Gareau, Executive Vice
President and Chief Investment
Officer, Director *
John P. Ginnetti, Senior Vice
President, Director *
Thomas M. Marra, Senior Vice *By: /s/ Rodney J. Vessels
President, Director * -----------------------
Leonard E. Odell, Jr., Senior Rodney J. Vessels
Vice President, Director * Attorney-in-Fact
Lowndes A. Smith, President,
Chief Operating Officer, Dated: April 27, 1995
Director * --------------------
Raymond P. Welnicki, Senior Vice
President, Director *
Lizabeth H. Zlatkus, Vice President
Director *
Donald J. Znamierowski, Vice President
Comptroller, Director *

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN AFFILIATES
December 31, 1994
(in millions)

AMOUNT
SHOWN ON
BALANCE
TYPE OF INVESTMENT COST FAIR VALUE SHEET
------------------ ---- ---------- --------

FIXED MATURITIES

Bonds

U.S. Government and government agencies

and authorities:

- - - guaranteed and sponsored $1,516 $1,429 $1,429

- - - guaranteed and sponsored - asset backed 4,256 3,763 3,763

States, municipalities and political subdivisions 148 137 137

International governments 189 176 176

Public utilities 531 500 500

All other corporate 3,717 3,458 3,458

All other corporate - asset backed 2,442 2,350 2,350

Short - term investments 1,665 1,616 1,616
------- -------- -------

TOTAL FIXED MATURITIES 14,464 13,429 13,429

EQUITY SECURITIES

Common Stocks - industrial, miscellaneous and all other 76 68 68
------- -------- -------

TOTAL FIXED MATURITIES AND EQUITY SECURITIES 14,540 13,497 13,497

Policy loans 2,614 2,614 2,614

Mortgage loans 316 316 316

Other investments 103 109 107
------- -------- -------

TOTAL INVESTMENTS $17,573 $16,536 $16,534
------- -------- -------
------- -------- -------
</TABLE>
Note: Fair values for stocks and bonds approximate those quotations published
by applicable stock exchanges or are received from other reliable sources.
The fair value for short - term investments approximates cost.

Policy and mortgage loan carrying amounts approximate fair value.

S-1

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
(in millions)
<TABLE>
<CAPTION>

BENEFITS AMORTIZ-
CLAIMS ATION OF
AND CLAIM DEFERRED
DEFERRED FUTURE OTHER PREMIUMS NET ADJUST- POLICY OTHER
POLICY POLICY POLICYHOL- AND OTHER INVESTMENT MENT ACQUISI- INSURANCE
ACQUISITION BENEFITS DER FUNDS CONSIDERA- INCOME EXPENSES TION EXPENSES
SEGMENT COSTS * * TIONS (1) (2) COSTS (3)
- - ------------ ------------ -------- --------- --------- --------- --------- -------- --------

YEAR ENDED
DECEMBER 31,
1994
- - -------------

ILAD $1,708 $ 582 $ 4,257 $ 492 $ 199 $ 334 $137 $ 80

AMS 101 845 10,160 39 750 695 8 48

SPECIALTY 0 463 6,911 569 350 376 0 518
------ ------ ------- ------ ------ ------ ---- ----

$1,809 $1,890 $21,328 $1,100 $1,299 $1,405 $145 $646
------ ------ ------- ------ ------ ------ ---- ----
------ ------ ------- ------ ------ ------ ---- ----

YEAR ENDED
DECEMBER 31,
1993
- - -------------

ILAD $1,237 $ 428 $ 3,535 $ 423 $ 172 $ 249 $ 97 $120

AMS 97 703 9,026 35 759 662 16 45

SPECIALTY 0 528 5,673 289 136 135 0 272
------ ------ ------- ------ ------ ------ ---- ----

$1,334 $1,659 $18,234 $ 747 $1,067 $1,046 $113 $437
------ ------ ------- ------ ------ ------ ---- ----
------ ------ ------- ------ ------ ------ ---- ----

YEAR ENDED
DECEMBER 31,
1992
- - -------------

ILAD $ 698 $1,115 $ 1,004 $ 178 $ 127 $ 104 $ 49 $ 79

AMS 101 583 8,256 27 743 657 6 51

SPECIALTY 0 46 5,822 54 42 36 0 55
------ ------ ------- ------ ------ ------ ---- ----

$ 799 $1,744 $15,082 $ 259 $ 912 $ 797 $ 55 $185
------ ------ ------- ------ ------ ------ ---- ----
------ ------ ------- ------ ------ ------ ---- ----
(*) As Restated

(1) Investment income is allocated to the segments based on each segment's share of investable funds or on a direct basis,
where applicable, including realized capital gains and losses.

(2) Benefits, claims and claim adjustment expenses includes the increase in liability for future policy benefits and
death disability and other contract benefit payments.

(3) Other insurance expenses are allocated to the segments based on specific identification, where possible, and related
activities, including dividends to policyholders.

</TABLE>

S-2

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
(in millions)

<TABLE>
<CAPTION>
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
------ --------- ---------- ------ ----------

YEAR ENDED DECEMBER 31, 1994
- - ----------------------------

LIFE INSURANCE IN FORCE $136,929 $87,553 $35,016 $84,392 41.5%
-------- ------- ------ -------

Premiums and other considerations

ILAD $ 448 $ 71 $ 106 $ 483 22.0%

AMS 39 0 0 39 0.0%

Specialty 521 140 188 569 33.0%

Accident and Health 308 304 5 9 55.6%
-------- ------- ------ -------

TOTAL $ 1,316 515 299 1,100 27.2%
-------- ------- ------ -------
-------- ------- ------ -------

YEAR ENDED DECEMBER 31, 1993
- - ----------------------------

LIFE INSURANCE IN FORCE $ 93,099 $71,415 $27,067 $48,751 55.5%
-------- ------- ------ -------

Premiums and other considerations

ILAD $ 417 $ 85 $ 91 $ 423 21.5%

AMS 25 0 0 25 0.0%

Specialty 386 97 0 289 0.0%

Accident and Health 307 299 2 10 20.0%
-------- ------- ------ -------

TOTAL $ 1,135 $ 481 $ 93 $ 747 12.4%
-------- ------- ------ -------
-------- ------- ------ -------

YEAR ENDED DECEMBER 31, 1992
- - ----------------------------

LIFE INSURANCE IN FORCE $ 44,661 $64,207 $51,430 $31,884 161.3%
-------- ------- ------ -------

Premiums and other considerations

ILAD $ 208 $ 71 $ 27 $ 164 16.5%

AMS 27 0 0 27 0.0%

Specialty 153 99 0 54 0.0%

Accident and Health 292 281 3 14 21.4%
-------- ------- ------ -------

TOTAL $ 680 $ 451 $ 30 $ 259 37.9%
-------- ------- ------ -------
-------- ------- ------ -------

</TABLE>

S-3

<PAGE>

CERTIFICATION

I, John F. Ginnetti, Secretary of Hartford Life Insurance Company, hereby
certify that the attached is a true copy of a resolution adopted by the
Board of Directors of said Company on June 2, 1986.

/s/ John F. Ginnetti
---------------------------------------

June 13, 1986

<PAGE>
Exhibit 1
HARTFORD LIFE INSURANCE COMPANY

CONSENT

The undersigned, being all of the Directors of Hartford Life Insurance
Company, hereby consent to the following resolution, such action to have the
same force and effect as if taken at a meeting duly called and held for such
purpose:

RESOLVED, That Hartford Life Insurance Company is hereby authorized to
establish a new separate account to be designated "Separate Account
Two" (the "Account") and to issue variable annuity contracts with
reserves for such contracts being segregated in such Account.

FURTHER RESOLVED, That the officers of Hartford Life Insurance Company
are hereby authorized and directed to take all actions necessary to:

(1) Comply with applicable state and federal laws and regulations
applicable to the establishment and operation of the Account;

(2) Establish, from time to time, the terms and conditions pursuant
to which interests in the Account will be sold to contract owners;

(3) Establish all procedures, standards and arrangements necessary or
appropriate for the operation of the Account including, but not
limited to, the establishment of the investment policies of the
Account; and

(4) Transfer funds to the Account, up to a maximum of $100,000 to
provide for its efficient operation, all on such terms and for
such periods as said officers deem to be necessary or appropriate.

/s/ Edward N. Bennett /s/ R. Fred Richardson
- - ------------------------------------- -------------------------------------

/s/ Joel P. Brightman /s/ Lowndes A. Smith
- - ------------------------------------- -------------------------------------

/s/ Larry A. Lance /s/ Donald R. Sondergeld
- - ------------------------------------- -------------------------------------

/s/ Leroy C. Thomas
------------------------------------

Dated: June 2, 1986

<PAGE>
EXHIBIT 3

PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the 1st day of April, 1988, made by and between
HARTFORD LIFE INSURANCE COMPANY ("the Hartford"), a corporation organized and
existing under the laws of the State of Connecticut, and HARTFORD EQUITY SALES
COMPANY, INC. ("HESCO"), a corporation organized and existing under the laws
of the State of Connecticut,

WITNESSETH:

WHEREAS, the Board of Directors of the Hartford has made provision for the
establishment of separate accounts within the Hartford in accordance with the
laws of the State of Connecticut, which separate accounts were organized and are
established and registered as unit investment trust investment companies with
the Securities and Exchange Commission under the Investment Company Act of 1940,
as amended, and which are designated Hartford Life Insurance Company DC Variable
Account-I, Hartford Life Insurance Company Separate Account Two (DC Variable
Account-II), Hartford Life Insurance Company Separate Account Two (Variable
Account A), Hartford Life Insurance Company Separate Account Two (QP Variable
Account) and Hartford Life Insurance Company Separate Account Two (NQ Variable
Account), (referred to collectively as the "Separate Accounts"); and

WHEREAS, HESCO offers to the public certain Individual and Group Annuity
Contracts (the "Contracts") issued by the Hartford with respect to the Separate
Accounts and which are registered under the Securities Act of 1933, as amended;
and

WHEREAS, the Contracts authorize the Contract Owners of such Contracts to
direct that part or all of the net purchase payments to their Contract shall be
invested in shares of one or more of the underlying mutual funds which are
sponsored by the Hartford ("the Fund or Funds"). The Funds are registered as
open-end, diversified, management investment companies under the Investment
Company Act of 1940, as amended; and

WHEREAS, HESCO has previously agreed to act as distributor in connection
with offers and sales of the Contracts under the terms and conditions set forth
in this Distribution Agreement.

NOW THEREFORE, in consideration of the mutual agreements made herein, the
Hartford and HESCO agree as follows:

HESCO'S DUTIES

1. HESCO, as principal underwriter for the Contracts, will use its best
efforts to effect offers and sales of the Contracts through broker-dealers that
are members of the National Association of Securities Dealers, Inc. and whose
registered representatives are duly licensed as insurance agents of the
Hartford. HESCO is responsible for compliance with all applicable requirements
of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934,
as amended, and the Investment Company Act of 1940, as

<PAGE>

amended, and the rules
and regulations thereunder, and all other applicable laws, rules and regulations
thereunder, and all other applicable laws, rules and regulations relating to the
sales and distribution of the Contracts, the need for which arises out of its
duties as principal underwriter of said Contracts and relating to the creation
of the Separate Accounts.

2. HESCO agrees that it will not use any prospectus, sales literature, or
any other printed matter or material or offer for sale or sell any Contract if
any of the foregoing in any way represent the duties, obligations, or
liabilities of the Hartford as being greater than, or different from, such
duties, obligations and liabilities as are set forth in this Agreement, as it
may be amended from time to time.

3. HESCO agrees that it will utilize the then currently effective
prospectuses relating to the Separate Accounts' variable annuity contracts in
connection with its selling efforts.

As to the other types of sales materials, HESCO agrees that it will use only
sales materials which conform to the requirements of federal and state insurance
laws and regulations and which have been filed, where necessary, with the
appropriate regulatory authorities.

4. HESCO agrees that it or its duly designated agent shall maintain records
of the name and address of, and the securities issued by the Separate Accounts
and held by, every holder of any security issued pursuant to this Agreement, as
required by Section 26(a)(4) of the Investment Company Act of 1940, as amended.

5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment companies in the offering of their
shares.

6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part of HESCO,
HESCO shall not be subject to liability to the Separate Accounts or to any
Contract Owner or party in interest under a Contract for any act or omission in
the course, or connected with, rendering services hereunder or for any losses
that may be sustained in the purchase, holding or sale of any security.

II.

1. The Separate Accounts reserve the right at any time to suspend or limit
the public offering of variable annuity contracts upon thirty days' written
notice to HESCO, except where the notice period may be shortened because of
legal action taken by any regulatory agency.

2. The Separate Accounts agree to advise HESCO immediately:

(a) Of any request by the Securities and Exchange Commission for
amendment of its Securities Act registration statements or for additional
information;

<PAGE>

(b) Of the issuance by the Securities and Exchange Commission of any
stop order suspending the effectiveness of the Securities Act registration
statement relating to the Separate Accounts or of the initiation of any
proceedings for that purpose;

(c) Of the happening of any material event, if known, which makes untrue
any statement in said Securities Act registration statements or which
requires change therein in order to make any statement therein not
misleading.

The Separate Accounts will furnish to HESCO such information with respect to
the Separate Accounts and the variable annuity contracts in such form and signed
by such of its officers and directors of the Separate Accounts as HESCO may
reasonably request and will warrant that the statements therein contained when
so signed will be true and correct. The Separate Accounts will also furnish,
from time to time, such additional information regarding the Separate Accounts'
financial condition as HESCO may reasonably request.

III.

COMPENSATION

For providing the principal underwriting functions on behalf of the Separate
Accounts, HESCO shall be entitled to receive compensation as agreed upon from
time to time by the Hartford and HESCO.

IV.

RESIGNATION AND REMOVAL OF
PRINCIPAL UNDERWRITER

HESCO may resign as Principal Underwriter hereunder, upon 120 days' prior
written notice to the Hartford. However, such resignation shall not become
effective until either the Separate Accounts have been completely liquidated and
the proceeds of the liquidation distributed through the Separate Accounts to the
Contract Owners or a successor Principal Underwriter has been designated and has
accepted its duties.

MISCELLANEOUS

1. This Agreement may not be assigned by any of the parties hereto without
the written consent of the other party.

2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage pre-paid,
addressed as follows:

(a) If to the Hartford -- Hartford Life Insurance Company, P.O. Box
2999, Hartford, Connecticut 06104-2999

(b) If to HESCO -- Hartford Equity Sales Company, Inc., Hartford,
Connecticut 06104-2999

or to such other address as HESCO, or the Hartford shall designate by written
notice to the other.

<PAGE>

3. This Agreement may be executed in any number of counterparts, each of
which shall be deemed an original and all of which shall be deemed one
instrument, and an executed copy of this Agreement and all amendments hereto
shall be kept on file by the Hartford and shall be open to inspection at any
time during the business hours of the Hartford.

4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.

5. This Agreement shall be construed and governed by and according to the
laws of the State of Connecticut.

6. This Agreement may be amended from time to time by the mutual agreement
and consent of the parties hereto.

7. This Amended and Restated Agreement shall supersede all prior agreements
among the parties hereto relating to the same subject matter.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

(SEAL) HARTFORD LIFE INSURANCE COMPANY

Attest:

- - ------------------------------------ By----------------------------------
Vice President

(SEAL) HARTFORD EQUITY SALES COMPANY, INC.

Attest:

- - ------------------------------------ By----------------------------------
Vice President

<PAGE>
EXHIBIT 6(A)

RESTATED CERTIFICATE OF INCORPORATION

HARTFORD LIFE INSURANCE COMPANY

This Restated Certificate of Incorporation gives effect to the amendment of
the Certificate of Incorporation of the corporation and otherwise purports
merely to restate all those provisions already in effect. This Restated
Certificate of Incorporation has been adopted by the Board of Directors and by
the sole shareholder.

Section 1. The name of the corporation is Hartford Life Insurance
Company and it shall have all the powers granted by the general
statutes, as now enacted or hereinafter amended to corporations formed
under the Stock Corporation Act.

Section 2. The corporation shall have the purposes and powers to write
any and all forms of insurance which any other corporation now or
hereafter chartered by Connecticut and empowered to do an insurance
business may now or hereafter may lawfully do; to accept and to cede
reinsurance; to issue policies and contracts for any kind or
combinations of kinds of insurance; to issue policies or contracts
either with or without participation in profits; to acquire and hold any
or all of the shares or other securities of any insurance corporation;
and to engage in any lawful act or activity for which corporations may
be formed under the Stock Corporation Act. The corporation is authorized
to exercise the powers herein granted in any state, territory or
jurisdiction of the United States or in any foreign country.

Section 3. The capital with which the corporation shall commence
business shall be an amount not less than one thousand dollars. the
authorized capital shall be two million five hundred thousand dollars
divided into one thousand shares of common capital stock with a par
value of twenty-five hundred dollars each.

We hereby declare, under the penalties of false statement that the
statements made in the foregoing Certificate are true.

Dated: February 10, 1982 HARTFORD LIFE INSURANCE COMPANY

By:-------------------------------

Attest:

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

<PAGE>
EXHIBIT 6(B)

By-Laws

of the

HARTFORD LIFE INSURANCE COMPANY

As passed and effective

February 13, 1978

and amended on

July 13, 1978

January 5, 1979

and

February 29, 1984

<PAGE>
-1-

ARTICLE I

Name - Home Office

Section 1. This corporation shall be named HARTFORD LIFE INSURANCE COMPANY.

Section 2. The principal place of business and Home Office shall be in
the City of Hartford, Connecticut.

ARTICLE II

Stockholders' Meetings - Notice - Quorum - Right to Vote

Section 1. All meetings of the Stockholders shall be held at the
principal business office of the Company unless the Directors shall otherwise
provide and direct.

Section 2. The annual meeting of the Stockholders shall be held on such
day and at such hour as the Board of Directors may decide. For cause the
Board of Directors may postpone or adjourn such annual meeting to any other
time during the year.

Section 3. Special meetings of the Stockholders may be called by the Board
of Directors, the Executive Committee, the Chairman of the Board, the
President or any Vice President.

Section 4. Notice of Stockholders' meetings shall be mailed to each
Stockholder, at his address as it appears on the records of the Company, at
least seven days prior to the meeting. The notice shall state the place, date
and time of the meeting and shall specify all matters proposed to be acted
upon at the meeting.

Section 5. At each annual meeting the Stockholders shall choose Directors
as hereinafter provided.

Section 6. Each Stockholder shall be entitled to one vote for each share
of stock held by him at all meetings of the Company. Proxies may be
authorized by written power of attorney.

Section 7. Holders of one-half of the whole amount of the stock issued and
outstanding shall constitute a quorum.

<PAGE>
-2-

Section 8. Each Stockholder shall be entitled to a certificate of stock
which shall be signed by the President or a Vice President, and either the
Treasurer or an Assistant Treasurer of the Company, and shall bear the seal of
the Company, but such signatures and seal may be facsimile if permitted by
the laws of the State of Connecticut.

ARTICLE III

Directors - Meetings - Quorum

Section 1. The property, business and affairs of the Company shall be
managed by a board of not less than three nor more than twenty Directors, who
shall be chosen by ballot at each annual meeting. Vacancies occurring between
annual meetings may be filled by the Board of Directors by election. Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor is chosen and qualified.

Section 2. Meetings of the Board of Directors may be called by the
direction of the Chairman of the Board, the President, or any three Directors.

Section 3. Three days' notice of meetings of the Board of Directors shall
be given to each Director, either personally or by mail or telegraph, at his
residence or usual place of business, but notice may be waived, at any time,
in writing.

Section 4. One third of the number of existing directorships, but not
less than two Directors, shall constitute a quorum.

ARTICLE IV

Election of Officers - Duties of Board of
Directors and Executive Committee

Section 1. The President shall be elected by the Board of Directors. The
Board of Directors may also elect one of its members to serve as Chairman of
the Board of Directors. The Chairman of the Board, or an individual appointed
by him, shall have authority to appoint all other officers, except as stated
herein, including one or more Vice Presidents and Assistant Vice Presidents,
the Treasurer

<PAGE>
-3-

and one or more Associate or Assistant Treasurers, one or more Secretaries
and Assistant Secretaries and such other Officers as the Chairman of the
Board may from time to time designate. All Officers of the Company shall hold
office during the pleasure of the Board of Directors. The Directors may
require any Officer of the Company to give security for the faithful
performance of his duties.

Section 2. The Directors may fill any vacancy among the officers by
election for the unexpired term.

Section 3. The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors. The Executive Committee
may exercise all powers vested in and conferred upon the Board of Directors
at any time when the Board is not in session. A majority of the members of
said Committee shall constitute a quorum.

Section 4. Meetings of the Executive Committee shall be called whenever
the Chairman of the Board, the President or a majority of its members shall
request. Forty-eight hours' notice shall be given of meetings but notice may
be waived, at any time, in writing.

Section 5. The Board of Directors shall annually appoint from its own
number a Finance Committee of not less than three Directors, whose duties
shall be as hereinafter provided.

Section 6. The Board of Directors may, at any time, appoint such other
Committees, not necessarily from its own number, as it may deem necessary for
the proper conduct of the business of the Company, which Committees shall have
only such powers and duties as are specifically assigned to them by the Board
of Directors or the Executive Committee.

Section 7. The Board of Directors may make contributions, in such amounts
as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

ARTICLE V

Officers

Chairman of the Board

Section 1. The Chairman of the Board shall preside at the meetings of the
Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee.
In the absence or inability of the Chairman of the Board to so preside, the
President shall preside in his place.

<PAGE>
-4-

President

Section 2. The President, under the supervision and control of the
Chairman of the Board, shall have general charge and oversight of the
business and affairs of the Company. The President shall preside at the
meetings of the Stockholders. He shall be a member of and shall preside at
all meetings of all Committees not referred to in Section 1 of this ARTICLE
except that he may designate a Chairman for each such other Committee.

Section 3. In the absence or inability of the President to perform his
duties, the Chairman of the Board may designate a Vice President to exercise
the powers and perform the duties of the President during such absence or
inability.

Secretary

Section 4. The Secretary of the Corporation shall keep a record of all
the meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of
the Secretary by law. The other Secretaries and Assistant Secretaries shall
perform such duties as may be assigned to them by the Board of Directors or
by their senior officers and any Secretary or Assistant Secretary may affix
the seal of the Company and attest it and the signature of any officer to any
and all instruments.

Treasurer

Section 5. The Treasurer shall keep, or cause to be kept, full and
accurate accounts of the Company. He shall see that the funds of the Company
are disbursed as may be ordered by the Board of Directors or the Finance
Committee. He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized
name, in such banks or depositories as may be designated in a manner provided
by these by-laws. He shall also discharge all other duties that may be
required of him by law.

Other Officers

Section 6. The other officers shall perform such duties as may be
assigned to them by the President or the Board of Directors.

<PAGE>
-5-

ARTICLE VI

Finance Committee

Section 1. If a Finance Committee is established it shall be the duty of
that committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and
all other matters connected with the management of investments. If no Finance
Committee is established this duty shall be performed by the Board of
Directors.

Section 2. All loans or purchases for the investment and reinvestment of
the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.

Section 3. Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

Section 4. Transfers of stock and registered bonds, deeds, leases,
releases, sales, mortgages chattel or real, assignments or partial releases
of mortgages chattel or real, and in general all instruments of defeasance
of property and all agreements or contracts affecting the same, except
discharges of mortgages and entries to foreclose the same as hereinafter
provided, shall be authorized by the Finance Committee or the Board of
Directors, and be executed jointly for the Company by two persons, to wit:
The Chairman of the Board, the President or a Vice President, and a
Secretary, the Treasurer or an Assistant Treasurer, but may be acknowledged
and delivered by either one of those executing the instrument; provided,
however, that either a Secretary, the Treasurer, or an Assistant Treasurer
alone, when authorized as aforesaid, or any person specially authorized by
the Finance Committee as attorney for the Company, may make entry to
foreclose any mortgage, and a Secretary, the Treasurer or an Assistant
Treasurer alone is authorized, without the necessity of further authority, to
discharge by deed or otherwise any mortgage on payment to the Company of the
principal, interest and all charges due.

Section 5. The Finance Committee may fix times and places for regular
meetings. No notice of regular meetings shall be necessary. Reasonable notice
shall be given of special meetings but the action of a majority of the
Finance Committee at any meeting shall be valid notwithstanding any defect in
the notice of such meeting.

<PAGE>
-6-

Section 6. In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President,
a Vice President or the Treasurer shall have the power to vote or execute
proxies for voting any shares held by the Company.

ARTICLE VII

Funds

Section 1. All monies belonging to the Company shall be deposited to the
credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are
designated by the Board of Directors shall direct, in such bank or banks as
may be designated from time to time by the Finance Committee, the Chairman of
the Finance Committee, or by such executive officers as are designated by the
Board of Directors. Such monies shall be drawn only on checks or drafts
signed by any two executive officers of the Company, provided that the Board
of Directors may authorize the withdrawal of such monies by check or draft
signed with the facsimile signature of any one or more executive officers,
and provided further, that the Finance Committee may authorize such
alternative methods of withdrawals as it deems proper.

The Board of Directors, the President, the Chairman of the Finance
Committee, a Vice President, or such executive officers as are designated by
the Board of Directors may authorize withdrawal of funds by checks or drafts
drawn at offices of the Company to be signed by Managers, General Agents or
employees of the Company, provided that all such checks or drafts shall be
signed by two such authorized persons, except checks or drafts used for the
payment of claims or losses which need be signed by only one such
authorized person, and provided further that the Board of Directors of the
Company or executive officers designated by the Board of Directors may impose
such limitations or restrictions upon the withdrawal of such funds as it
deems proper.

<PAGE>
-7-

ARTICLE VIII

Indemnity of Directors and Officers

Section 1. The Company shall indemnify and hold harmless each Director
and officer now or hereafter serving the Company, whether or not then in
office, from and against any and all claims and liabilities to which he may
be or become subject by reason of his being or having been a Director or
officer of the Company, or of any other company which he serves as a Director
or officer at the request of the Company, to the extent such is consistent
with the statutory provisions pertaining to indemnification, and shall
provide such further indemnification for legal and/or all other expenses
reasonably incurred in connection with defending against such claims and
liabilities as is consistent with statutory requirements.

ARTICLE IX

Amendment of ByLaws

Section 1. The Directors shall have power to adopt, amend and repeal such
bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

Section 2. The Stockholders at any annual or special meeting may amend or
repeal these bylaws or adopt new ones if the notice of such meeting contains
a statement of the proposed alteration, amendment, repeal or adoption, or the
substance thereof.

<PAGE>
2

ARTICLE I

Name - Home Office

Section 1. This corporation shall be named Hartford Life Insurance
Company.

Section 2. The principal place of business and Home Office shall be in
the City of Hartford, Connecticut.

ARTICLE II

Stockholders' Meetings - Notice- Quorum - Right to Vote

Section 1. All meetings of the Stockholders shall be held at the
principal business office of the Company unless the Directors shall otherwise
provide and direct.

Section 3. Special meetings of the Stockholders may be called by the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or any Vice President.

Section 5. At each annual meeting the Stockholders shall choose Directors
as hereinafter provided.

Section 6. Each Stockholder shall be entitled to one vote for each share
of stock held by him at all meetings of the Company. Proxies may be
authorized by written power of attorney.

Section 7. Holders of one-half of the whole amount of the stock issued
and outstanding shall constitute a quorum.

<PAGE>
3

Section 8. Each Stockholder shall be entitled to a certificate of stock
which shall be signed by the President or a Vice President, and either the
Treasurer or an Assistant Treasurer of the Company, and shall bear the seal
of the Company, but such signatures and seal may be facsimile if permitted by
the laws of the State of Connecticut.

ARTICLE III

Directors - Meetings - Quorum

Section 2. Meetings of the Board of Directors may be called by the
direction of the Chairman of the Board, the President, or any three Directors.

Section 4. One third of the number of existing directorships, but not
less than two Directors, shall constitute a quorum.

ARTICLE IV

Election of Officers - Duties of Board of
Directors and Executive Committee

Section 1. The Board of Directors shall annually elect a Chairman of the
Board, a President, a Secretary of the Corporation and a Treasurer. It may
elect such Vice Presidents, other Secretaries, Assistant Secretaries,
Assistant Treasurers and such other officers as it may determine. All
officers of the Company shall hold office during the pleasure of the Board of
Directors.

<PAGE>
4

Section 2. The Directors may fill any vacancy among the officers by
election for the unexpired term.

Section 4. Meetings of the Executive Committee shall be called
whenever the Chairman of the Board, the President or a majority of its
members shall request. Forty-eight hours' notice shall be given of meetings
but notice may be waived, at any time, in writing.

Section 5. The Board of Directors may annually appoint from its own number
a Finance Committee of not less than three Directors, whose duties shall be
as hereinafter provided.

Section 6. The Board of Directors may, at any time, appoint such other
Committees, not necessarily from its own number, as it may deem necessary for
the proper conduct of the business of the Company, which Committees shall
have only such powers and duties as are specifically assigned to them by the
Board of Directors or the Executive Committee.

Section 7. the Board of Directors may make contributions, in such amounts
as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

ARTICLE V

Officers

Chairman of the Board

Section 1. The Chairman of the Board shall preside at the meetings of the
Board of Directors and the Executive Committee and, in the

<PAGE>
5

absence of the Chairman of the Finance Committee, at the meetings of the
Finance Committee. In the absence or inability of the Chairman of the Board
to so preside, the President shall preside in his place.

President

Section 2. The President, under the supervision and control of the Chairman
of the Board, shall have general charge and oversight of the business and
affairs of the Company. The President shall preside at the meetings of the
Stockholders. He shall be a member of and shall preside at all meetings of
all Committees not referred to in Section 2 of this ARTICLE except that he
may designate a Chairman for each such other Committee.

Secretary

Section 4. The Secretary of the Corporation shall keep a record of all the
meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of
the Secretary by law. The other Secretaries and the Assistant Secretaries
shall perform such duties as may be assigned to them by the Board of
Directors or by their senior officers and any Secretary or Assistant Secretary
may affix the seal of the Company and attest it and the signature of any
officer to any and all instruments.

Treasurer

Section 5. The Treasurer shall keep, or cause to be kept, full and accurate
accounts of the Company. He shall see that the funds of the Company are
disbursed as may be ordered by the Board of Directors or the Finance
Committee. He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized
name, in such banks or depositories as may be designated in a manner provided
by these bylaws. He shall also discharge all other duties that may be required
of him by law.

<PAGE>

Other Officers

Section 6. The other officers shall perform such duties as may be assigned
to them by the President or the Board of Directors.

ARTICLE VI

Finance Committee

Section 1. If a Finance Committee is established it shall be the duty of the
committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and
all other matters connected with the management of investments. If no Finance
Committee is established, this duty shall be performed by the Board of
Directors.

Section 2. All loans or purchases for the investment and reinvestment
of the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.

Section 3. Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

Section 4. Transfers of stock and registered bonds, deeds, leases, releases,
sales, mortgages chattel or real, assignments or partial releases of
mortgages chattel or real, and in general all instruments of defeasance of
property and all agreements or contracts affecting the same, except
discharges of mortgages and entries to foreclose the same as hereinafter
provided, shall be authorized by the Finance Committee or the Board of
Directors, and be executed jointly for the Company by two persons, to wit:
the Chairman of the Board, the President or a Vice President, and a
Secretary, the Treasurer or an Assistant Treasurer, but may be acknowledged
and delivered by either one of those executing the instrument; provided,
however, that either a Secretary, the Treasurer, or an Assistant Treasurer
alone, when authorized as aforesaid, or any person specifically authorized by
the Finance Committee as attorney for the Company, may make entry to
foreclose any mortgage, and a Secretary, the Treasurer or an Assistant
Treasurer alone is authorized, without the necessity of further authority, to
discharge by deed or otherwise any mortgage on payment to the Company of the
principal, interest and all charges due.

<PAGE>

Section 6. In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the
President, a Vice President or the Treasurer shall have the power to vote or
execute proxies for voting any shares held by the Company.

ARTICLE VII

Funds

Section 1. All monies belonging to the Company shall be deposited to the
credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are
designated by the Board of Directors shall direct, in such bank or banks as
may be designated from time to time by the Finance Committee, the Chairman of
the Finance Committee or by such executive officers as are designated by the
Board of Directors. Such monies shall be drawn only on checks or drafts
signed by any two executive officers of the Company, provided that the Board
of Directors may authorize the withdrawal of such monies by check or draft
signed with the facsimile signature of any one or more executive officers,
and provided further, that the Finance Committee may authorize such
alternative methods of withdrawal as it deems proper.

The Board of Directors, the President, the Chairman of the Finance Committee,
a Vice President, or such executive officers as are designated by the Board
of Directors may authorize withdrawal of funds by checks or drafts drawn at
offices of the Company to be signed by Managers, General Agents or employees
of the Company, provided that all such checks or drafts shall be signed by
two such authorized persons, except checks or drafts used for the payment of
claims or losses which need be signed by only one such authorized person, and
provided further that the Board of Directors of the Company or executive
officers designated by the Board of Directors may impose such limitations or
restrictions upon the withdrawal of such funds as it deems proper.

<PAGE>

ARTICLE VIII

Indemnity of Directors and Officers

Section 1. The Company shall indemnify and hold harmless each Director and
officer now or hereafter serving the Company, whether or not then in office,
from and against any and all claims and liabilities to which he may be or
become subject by reason of his being or having been a director or officer of
the Company, or of any other company which he serves as a director or officer
at the request of the Company, to the extent such is consistent with
statutory provisions pertaining to indemnification, and shall provide such
further indemnification for legal and/or all other expenses reasonably
incurred in connection with defending against such claims and liabilities as
is consistent with statutory requirements.

ARTICLE IX

Amendment of Bylaws

Section 1. The Directors shall have power to adopt, amend and repeal such
bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

<PAGE>

Arthur Andersen LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports (and to all references to our Firm) included in or made a part of
this Registration Statement File No. 33-19943 on Form N-4 for Hartford
Life Insurance Company.

Hartford, Connecticut
April 21, 1995

<PAGE>

1.0 FUND PARTICIPATION AGREEMENT

1.1 This Agreement, effective January 1, 1989, by and among Hartford
Life Insurance Company, a Connecticut stock life insurance
corporation with principal offices at 200 Mopmeadow Street,
Simsbury, Connecticut 06089 ("Hartford"). Acacia Capital
Corporation, a registered investment company with principal
offices at 51 Louisiana Avenue, N.W., Washington, D.C. 20001, (the
"Fund"), and Calvert Asset Management Company, Inc., registered
investment advisor to the Fund, with principal offices at 4550
Montgomery Avenue, Bethesda, Maryland 20814 ("Calvert").

1.2 In consideration of the promises, representations, warranties,
covenants, agreements and conditions contained herein, and in
order to set forth the terms and conditions of the transactions
contemplated hereby and the mode of carrying the same into effect;
and intending to be legally bound, the parties hereto agree to
the provisions set forth below.

2.0 THE VARIABLE ANNUITY CONTRACT AND THE SEPARATE ACCOUNT

2.1 Hartford shall maintain a variable annuity contract (the
"Contract") designed to provide, under current law, the benefits
of a tax-deferred accumulation of income for retirement and other
purposes.

2.2 Purchase payments for the Contracts shall be invested by Hartford
in a separate account or accounts. Such payments will constitute
the assets of the separate account and shall be invested, as
directed by purchasers, in certain open-end diversified
management companies registered under the Investment Company Act
of 1940 ("1940 Act").

2.3 One of the open-end diversified management companies is the Fund,
an open-end diversified management investment company with eight
separate series, registered under the 1940 Act. Each series is a
separate investment portfolio with distinct investment objectives.

2.4 Hartford will offer one or more of the series of the Fund,
including the Calvert Socially Responsible Series (the "Series"),
through the separate account

<PAGE>

to its Contract Owners, except that Hartford agrees not to offer
any series of the Fund until the exemptive order referenced in
Section 3.2.3 of this Agreement has been granted by the Securities
and Exchange Commission ("SEC"). Hartford will determine in its
discretion what separate account or accounts will offer the Series.

2.5 Hartford will use the name "Hartford Socially Responsive Fund" in
its marketing and sales literature when referring to the Series,
and agrees to indicate in such literature that "the investment
adviser of the Fund is Calvert Asset Management Company, Inc."

2.5.1 Hartford will use its best efforts to market and promote
the Series for its Contracts, and will market and promote
the Series in all of its markets, if the plan permits this
type of fund.

2.5.2 In marketing its Contracts, Hartford will comply with all
applicable State and Federal laws. Hartford and its agents
shall make no representations or warranties concerning the
Fund or Series shares except those contained in the then
current prospectuses of the Fund and in the Fund's current
printed sales literature. Copies of all advertising and
sales literature describing or concerning the Fund which
is prepared by Hartford or its agents for use in marketing
its Contracts (except those for internal or broker/dealer
use only) will be sent to Calvert when such material is
released to the public, agents or brokers or is submitted to
the Securities and Exchange Commission ("SEC"), National
Association of Securities Dealer, Inc. ("NASD"), or other
regulatory body for review. Hartford shall be responsible
for compliance with any state or federal filing or review
requirements concerning advertising and sales literature.

2.5.3 Hartford and its agents will not oppose voting
recommendations from Calvert or the Fund's Board of
Directors or interfere with the solicitation of proxies for
the Fund shares held for Hartford Contract Owners, unless
Hartford deems such recommendations detrimental to it or to
its Contract Owners. Hartford agrees to provide pass-through
voting privileges to all Hartford Contract Owners and to
assure that each of its separate accounts

<PAGE>

participating in the Fund calculates voting privileges in a
manner consistent with all other separate accounts of any
insurance company investing in the Fund, as required by the
exemptive order referenced in Section 3.2.3 of this
Agreement.

2.5.4 Hartford will responsible for reporting to the Fund's
Board of Directors any potential or existing conflicts
among the interests of the contract owners of all separate
accounts investing in the Fund, and to assist the Board by
providing it with all information reasonably necessary for
the Board to consider any issues raised. The Fund's Board of
Directors is responsible for monitoring any conflict of
interest situation. Hartford and the other relevant
insurance companies will be responsible for taking remedial
action in the event of a Board determination of an
irreconcilable material conflict and to bear the cost of
such remedial action and these responsibilities will be
carried out with a view only to the interests of contract
owners. For purposes of this Section 2.5.4, a majority of
the disinterested members of the Fund's Board shall
determine whether or not any proposed action adequately
remedies any irreconcilable material conflict, but in no
event will the Fund or Calvert be required to establish a
new funding medium for any variable contract. Hartford shall
not be required by this section to establish a new funding
medium for any variable contract if an offer to do so has
been declined by vote of a majority of contract owners
materially adversely affected by the irreconcilable material
conflict.

2.6 Hartford will bear the costs of, and have the primary
responsibility for:

2.6.1 Registering the Contracts and the separate account with the
SEC, including any Application for Exemptive Relief
necessary for the separate account to buy Fund shares;

2.6.2 Developing all policy forms, application forms,
confirmations and other administrative forms or documents
and filing such of these as are necessary to comply with the
requirements of all insurance laws and regulations in each
state in which the contracts are offered;

<PAGE>

2.6.3 Administration of the Contracts and the separate account,
including all policyholder service and communication
activities;

2.6.4 Preparing and approving all marketing and sales literature
involving the sale of Fund shares to the Hartford's separate
account;

2.6.5 Printing and distributing to Hartford Contract Owners
copies of the current prospectuses, statements of additional
information (as requested by Contract Owners) and periodic
reports for the separate account and the Fund;

2.6.6 Preparing and filing any reports or other filings as may be
required under state insurance laws or regulations with
respect to the contracts or the separate account; and

2.6.7 Reimbursing the Fund up to $1500 for the cost of obtaining
a separate audit opinion for the 1988 fiscal year for the
Series, distinct from the other seven series; and further,
Hartford agrees that for every year thereafter, it will
engage in good faith negotiations with Calvert and the Fund
regarding such reimbursement by Hartford.

3.0 THE SERIES

3.1 The Fund and Calvert shall make available shares of the Series as
the underlying investment media for Hartford Contract Owners.

3.2 Calvert shall bear the costs of, and subject to review by
Hartford, shall have, or shall cause the Fund and the Series to
assume, the primary responsibility for:

3.2.1 Registering the Fund with the SEC including a separate
prospectus for the Series which does not reference the other
seven series of the Fund. The costs of printing and
distributing such prospectus to Hartford Contract Owners
shall be borne by Hartford as provided in Section 2.6.5
above.

3.2.2 Preparing, producing and maintaining the effectiveness of
such registration statements for the Fund as are required
under federal and state securities laws, and clearing such
registration statements through the SEC and pursuant to the
securities laws and regulations in each state in which the
contracts are offered;

<PAGE>

3.2.3 Preparing and filing an Application for Exemptive Relief
requesting appropriate exemptive relief from the relevant
provisions of the 1940 Act ("Application") and clearing such
Application through the SEC, thereby permitting Hartford
contracts to use the Fund as an underlying investment
alternative for its variable annuity contracts.

3.2.4 Operating and maintaining the Fund in accordance with
applicable law, including the diversification standards of
the Internal Revenue Code of 1986 applicable to variable
annuity contracts;

3.2.5 Preparing and filing any reports or other filings as may be
required with respect to the Fund under federal or state
securities laws;

3.2.6 Providing Hartford with the daily net asset values of the
Fund by 6:00 p.m. E.S.T. on each day the New York Stock
Exchange is open.

3.2.7 Providing Hartford with camera-ready copy necessary for the
printing of the periodic shareholder reports for the Fund.

3.3 The Fund or Calvert shall maintain records in accordance with the
Investment Company Act of 1940 or other statutes, rules and
regulations applicable to the Fund's operation in connection with
the performance of its duties. Hartford shall have the right to
access such records, upon reasonable notice and during business
hours, in order to respond to regulatory requirements, inquiries,
complaints or judicial proceedings. Records of all transactions
with respect to the Contracts shall be retained for a period of
not less than six (6) years from each transaction.

3.4 The parties or their duly authorized independent auditors have
the right under this Agreement to perform on-site audits of
records pertaining to the Contracts and the Fund, at such
frequencies as each shall determine, upon reasonable notice and
during normal business hours. At the request of the other, each
will make available to the other's auditors and/or representatives
of the appropriate regulatory agencies, all requested records,
data, and access to operating procedures.

4.0 INDEMNIFICATION

4.1 Hartford shall indemnify and hold the Fund and Calvert and each
of their respective directors,

<PAGE>
officers, employees and agents harmless from any liability or
expense (including reasonable attorneys' fees) arising from any
failure of Hartford or the separate account to fulfill its
respective obligations under this Agreement.

4.2 The Fund and Calvert shall indemnify and hold Hartford and its
directors, officers, employees and agents harmless from all
liabilities or expenses (including reasonable attorneys' fees)
arising from any failure of the Fund or Calvert to fulfill its
respective obligations under this Agreement and Calvert shall
indemnify and hold such parties harmless from a failure of the
Fund's investment adviser to manage the Fund in compliance with
the diversification requirements of the Internal Revenue Code of
1986, as amended, or any regulations thereunder.

5.0 COST AND EXPENSES

5.1 Except for costs and expenses for which indemnification is
required pursuant to section 4.0 or as otherwise agreed by the
parties in specific instances or, as set forth herein, the
parties shall each pay their respective costs and expenses
incurred by them in connection with this Agreement.

6.0 TERM OF AGREEMENT

6.1 The term of this Agreement shall be indefinite unless terminated
pursuant to Section 7 of this Agreement.

7.0 TERMINATION

7.1 This Agreement will terminate:

7.1.1 At the option of any party upon six months' prior written
notice to the other parties, but no party may terminate
this Agreement prior to January 1, 1990. If a party
notifies the other parties that it intends to terminate
this Agreement, the affected parties shall immediately
file with the SEC such documents, if any, as are necessary
to permit the offering of shares of the Series to Hartford
Contract Owners to be discontinued; or

7.1.2 Upon assignment of this Agreement unless the assignment is
made with the written consent of the other party.

<PAGE>

7.1.3 In the event of termination of this Agreement pursuant to
this Section 7.0, the provisions of Sections 4.0, 5.0, and
8.0 shall survive such termination.

8.0 GENERAL PROVISIONS

8.1 This Agreement is the complete and exclusive statement of the
agreement between the parties as to the subject matter hereof
which supersedes all proposals or agreements, oral or written,
and all other communications between the parties related to the
subject matter of this Agreement.

8.2 This Agreement can only be modified by a written agreement duly
signed by the persons authorized to sign agreements on behalf of
the respective party.

8.3 If any provision or provisions of this Agreement shall be held
to be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any
way be affected of be impaired thereby.

8.4 This Agreement and the rights, duties and obligations of the
parties hereto shall not be assignable by either party hereto
without the prior written consent of the other.

8.5 Any controversy relating to this Agreement shall be determined
by arbitration in Washington, D.C. in accordance with the
Commercial Arbitration rules of the American Arbitration
Association using arbitrators who will follow substantive rules
of law. The dispute shall be determined by an arbitrator
acceptable to both parties who shall be selected within seven
(7) days of filing of notices of intention to arbitrate.
Otherwise, the dispute shall be determined by a panel of three
arbitrators selected as follows: Within seven (7) days of filing
notice of intention to arbitrate, each party will appoint one
arbitrator. These two arbitrators will then name a third
arbitrator, who shall be an attorney admitted before the bar of
any state of the United State, to preside over the panel. If
either party fails to appoint an arbitrator, or if the two
arbitrators do not name a third arbitrator within seven (7)
days, either party may request the American Arbitration
Association to appoint the necessary arbitrator(s) pursuant to
Rule 13 of the Commercial Arbitration Rules. Each party will pay
its own cost and expenses. All testimony shall be transcribed.
The award of the panel shall be accompanied by findings of fact
and a statement of

<PAGE>

reasons for the decision. All parties agree to be bound by the
results of this arbitration; judgment upon the award so rendered
may be entered and enforced in any court of competent
jurisdiction. To the extent reasonably practicable, both parties
agree to continue performing their respective obligations under
this Agreement while the dispute is being resolved. Nothing
contained in this subsection shall prohibit either party from
seeking equitable relief without resorting to arbitration under
such circumstances as said party reasonably believes that its
interests hereunder and in its property may be compromised. All
matters relating to such arbitration shall be maintained in
confidence.

8.6 No waiver by either party of any default by the other in the
performance of any promise, term or condition of this Agreement
shall be construed to be a waiver by such party of any other or
subsequent default in performance of the same or any other
covenant, promise, term or condition of this Agreement. No prior
transactions or dealings between the parties shall be deemed to
establish any custom or usage waiving or modifying any provision
hereof.

8.7 No liability shall result to any party, nor shall any party be
deemed to be in default hereunder, as the result of delay in its
performance or from its non-performance hereunder caused by
circumstances beyond its control, including but not limited to:
act of God, act or war, riot, epidemic; fire; flood or other
disaster; or act of government. Nevertheless, the party shall be
required to be diligent in attempting to remove such cause or
causes.

8.8 Each of the parties will act as an independent contractor under
the terms of this Agreement and neither is now, or in the
future, an agent or a legal representative of the other for any
purpose. Neither party has any right or authority to supervise
or control the activities of the other party's employees in
connection with the performance of this Agreement or to assign
or create any application of any kind, express or implied, on
behalf of the other party or to bind it in any way, to accept
any service of process upon it or to receive any notice of any
nature whatsoever on its behalf.

8.9 This Agreement shall be governed by and interpreted in
accordance with the laws of the State of Connecticut.

<PAGE>

8.10 Nothing herein shall prevent either party from participating in
any proceeding before any regulatory authority having
jurisdiction over any matter relating to this Agreement, the
Contracts, the separate account or the Fund which may affect the
parties to it. The parties shall each give the others prompt
notice of any such proceeding.

8.11 In all matters relating to the preparation, review, prior
approval and filing of documents, the parties shall cooperate in
good faith. Neither party shall unreasonably withhold its
consent with respect to the filing of any document with any
federal or state regulatory authority having jurisdiction over
the Contracts, the separate account or the Fund.

8.12 Captions contained in this Agreement are for reference purposes
only and do not constitute part of this Agreement.

8.13 All notices which are required to be given or submitted pursuant
to this Agreement shall be in writing and shall be sent by
registered or certified mail, return receipt requested, to the
addresses set forth below:

President Secretary
Hartford Life Acacia Capital Corporation
Insurance Company 4550 Montgomery Avenue
200 Hopmeadow Street Suite 1000 N
Simsbury, CT 06089 Bethesda, MD 20814

or to such other address as the parties may from time to time
designate. Any notice of one party refused by the other shall be
deemed received as of the date of said refusal.

8.14 Each party hereto shall promptly notify the other in writing of
any claims, demands or actions having any bearing on this
Agreement.

8.15 Each party agrees to perform its obligations hereunder in
accordance with all applicable laws, rules and regulations now
or hereafter in effect.

8.16 In the event of a material breach by either party of any of the
provisions of this Agreement, the injured party, in addition to
any other remedies available to it under law, shall be entitled
to seek an injunction restraining the other party from the
performance of acts which constitute a breach of this Agreement,
and such other party agrees not to raise adequacy of legal
remedies as a defense thereof.

<PAGE>

8.17 If this Agreement is terminated for other than default, it is
specifically agreed that neither party shall be entitled to
compensation of any kind except as specifically set forth herein.

8.18 In any litigation or arbitration between the parties, the
prevailing party shall be entitled to reasonable attorneys' fees
and all costs of proceedings incurred in enforcing this
Agreement.

8.19 This Agreement shall be binding upon and inure to the benefit of
the parties hereto, their successors and permitted assigns.

8.20 Each party represents that it has full power and authority to
enter into and perform this Agreement, and the person signing
this Agreement on behalf of it has been properly authorized and
empowered to enter into this Agreement. Each party further
acknowledges that it has read this Agreement, understands it,
and agrees to be bound by it.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement.

ACACIA CAPITAL CORPORATION HARTFORD LIFE INSURANCE COMPANY

BY: /s/ Clifton S. Sorrell, Jr. BY: /s/ Charles A. Clinton
---------------------------- -----------------------
Clifton S. Sorrell, Jr. Charles A. Clinton
President Vice President

CALVERT ASSET MANAGEMENT
COMPANY, INC.

BY: /s/ Reno J. Martini
---------------------
Reno J. Martini
Vice President

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