HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO VAR ACC A
497, 1999-10-08
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<PAGE>

  THE DIRECTOR
  SEPARATE ACCOUNT TWO
  HARTFORD LIFE INSURANCE COMPANY
  P.O. BOX 5085
  HARTFORD, CONNECTICUT 06102-5085
  TELEPHONE: 1-800-862-6668 (CONTRACT OWNERS)
  1-800-862-7155 (REGISTERED REPRESENTATIVES)                      [LOGO]

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

This Prospectus describes information you should know before you purchase Series
I of The Director variable annuity. Please read it carefully.

The Director variable annuity is a contract between you and Hartford Life
Insurance Company where you agree to make at least one Premium Payment to us and
we agree to make a series of Annuity Payouts at a later date. This Annuity is a
flexible premium, tax-deferred, variable annuity offered to both individuals and
groups. It is:

x  Flexible, because you may add Premium Payments at any time.

x  Tax-deferred, which means you don't pay taxes until you take money out or
   until we start to make Annuity Payouts.

x  Variable, because the value of your Annuity will fluctuate with the
   performance of the underlying funds.
- --------------------------------------------------------------------------------

At the time you purchase your Annuity, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Annuity assets separate from our company assets. The Sub-Accounts
then purchase shares of mutual funds set up exclusively for variable annuity or
variable life insurance products. These funds are not the same mutual funds that
you buy through your stockbroker or through a retail mutual fund. They may have
similar investment strategies and the same portfolio managers as retail mutual
funds. This Annuity offers you Funds with investment strategies ranging from
conservative to aggressive and you may pick those Funds that meet your
investment goals and risk tolerance. The Sub-Accounts and the Funds are listed
below:

- - HARTFORD ADVISERS HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Advisers HLS Fund, Inc.

- - HARTFORD BOND HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Bond HLS Fund, Inc.

- - HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Capital Appreciation HLS Fund, Inc.

- - HARTFORD DIVIDEND AND GROWTH HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Dividend and Growth HLS Fund, Inc.

- - HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT which purchases shares of Class
  IA of Hartford Global Leaders HLS Fund of Hartford Series Funds, Inc.

- - HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Growth and Income HLS Fund of Hartford Series Fund, Inc.

- - HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford High Yield HLS Fund of Hartford Series Fund, Inc.

- - HARTFORD INDEX HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Index HLS Fund, Inc.

- - HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford International Advisers HLS Fund, Inc.

- - HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT which purchases
  shares of Class IA of Hartford International Opportunities HLS Fund, Inc.

- - HARTFORD MIDCAP HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford MidCap HLS Fund, Inc.

- - HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Money Market HLS Fund, Inc.

- - HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT that purchases shares of
  Class IA of Hartford Mortgage Securities HLS Fund, Inc.

- - HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Small Company HLS Fund, Inc.

- - HARTFORD STOCK HLS FUND SUB-ACCOUNT which purchases of Class IA of Hartford
  Stock HLS Fund, Inc.

If you decide to buy this Annuity, you should keep this prospectus for your
records. You can also call us at 1-800-862-6668 to get a Statement of Additional
Information, free of charge. The Statement of Additional Information contains
more information about this
<PAGE>
Annuity and, like this prospectus, is filed with the Securities and Exchange
Commission ("SEC"). We have included the Table of Contents for the Statement of
Additional Information at the end of this prospectus.

Although we file the prospectus and the Statement of Additional information with
the SEC, the SEC doesn't approve or disapprove these securities or determine if
the information is truthful or complete. Anyone who represents that the SEC does
these things may be guilty of a criminal offense.

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

This Annuity IS NOT:

 -  A bank deposit or obligation

 -  Federally insured

 -  Endorsed by any bank or governmental agency

This Annuity may not be available for sale in all states.
- --------------------------------------------------------------------------------
PROSPECTUS DATED: OCTOBER 1, 1999
STATEMENT OF ADDITIONAL INFORMATION DATED: OCTOBER 1, 1999
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                3
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                         PAGE
 <S>                                                                     <C>
 ----------------------------------------------------------------------------
 DEFINITIONS                                                               4
 ----------------------------------------------------------------------------
 FEE TABLE                                                                 6
 ----------------------------------------------------------------------------
 ANNUAL FUND OPERATING EXPENSES                                            7
 ----------------------------------------------------------------------------
 ACCUMULATION UNIT VALUES                                                 10
 ----------------------------------------------------------------------------
 HIGHLIGHTS                                                               13
 ----------------------------------------------------------------------------
 GENERAL CONTRACT INFORMATION                                             14
 ----------------------------------------------------------------------------
   Hartford Life Insurance Company                                        14
 ----------------------------------------------------------------------------
   The Separate Account                                                   14
 ----------------------------------------------------------------------------
   The Funds                                                              14
 ----------------------------------------------------------------------------
 PERFORMANCE RELATED INFORMATION                                          16
 ----------------------------------------------------------------------------
 THE CONTRACT                                                             17
 ----------------------------------------------------------------------------
   Purchases and Contract Value                                           17
 ----------------------------------------------------------------------------
   Charges and Fees                                                       18
 ----------------------------------------------------------------------------
   Death Benefit                                                          19
 ----------------------------------------------------------------------------
   Surrenders                                                             20
 ----------------------------------------------------------------------------
 ANNUITY PAYOUTS                                                          21
 ----------------------------------------------------------------------------
 OTHER PROGRAMS AVAILABLE                                                 23
 ----------------------------------------------------------------------------
 OTHER INFORMATION                                                        24
 ----------------------------------------------------------------------------
   Year 2000                                                              24
 ----------------------------------------------------------------------------
   Legal Matters and Experts                                              25
 ----------------------------------------------------------------------------
   More Information                                                       25
 ----------------------------------------------------------------------------
 FEDERAL TAX CONSIDERATIONS                                               25
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   A. General                                                             25
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   B. Taxation of Hartford and the Separate Account                       26
 ----------------------------------------------------------------------------
   C. Taxation of Annuities -- General Provisions Affecting Purchasers
    Other Than Qualified Retirement Plans                                 26
 ----------------------------------------------------------------------------
   D. Federal Income Tax Withholding                                      29
 ----------------------------------------------------------------------------
   E.  General Provisions Affecting Qualified Retirement Plans            29
 ----------------------------------------------------------------------------
   F.  Annuity Purchases By Nonresident Aliens and Foreign Corporations   29
 ----------------------------------------------------------------------------
 APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED PLANS                  30
 ----------------------------------------------------------------------------
 TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                 33
 ----------------------------------------------------------------------------
</TABLE>
<PAGE>
4                                                HARTFORD LIFE INSURANCE COMPANY
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DEFINITIONS

These terms are capitalized when used throughout this prospectus. Please refer
to these defined terms if you have any questions as you read your prospectus.

ACCOUNT: Any of the Sub-Accounts.

ACCUMULATION UNITS: If you allocate your Premium Payment to any of the
Sub-Accounts, we will convert those payments into Accumulation Units in the
selected Sub-Accounts. Accumulation Units are valued at the end of each
Valuation Day and are used to calculate the value of your Contract prior to
Annuitization.

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

ADMINISTRATIVE OFFICE OF THE COMPANY: Our location and overnight mailing address
is: 200 Hopmeadow Street, Simsbury, Connecticut 06089. Our standard mailing
address is: Investment Product Services, P.O. Box 5085, Hartford, CT 06102-5085.

ANNIVERSARY VALUE: The value equal to the Contract Value as of a Contract
Anniversary, increased by the dollar amount of any Premium Payments made since
that anniversary and reduced by the dollar amount of any partial Surrenders
since that anniversary.

ANNUAL MAINTENANCE FEE: An annual $25 charge deducted on each Contract
Anniversary or full Surrender, if the Surrender occurs before the Contract
Anniversary.

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

ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed after your Contract is issued.

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

ANNUITY PAYOUT: The money we pay out after the Annuity Commencement Date for the
duration and frequency you select.

ANNUITY PAYOUT OPTION: Any of the options available for payout after the Annuity
Commencement Date or death of the Contract Owner or Annuitant.

ANNUITY UNIT: The unit of measure we use to calculate the value of your Annuity
Payouts under a variable dollar amount Annuity Payout Option.

ANNUITY UNIT VALUE: The daily price of Annuity Units on any Valuation Day.

BENEFICIARY: The person(s) entitled to receive a Death Benefit upon the death of
the Contract Owner or Annuitant.

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

COMMUTED VALUE: The present value of any remaining guaranteed Annuity Payouts.

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

CONTRACT ANNIVERSARY: The anniversary of the date we issued your Contract. If
the Contract Anniversary falls on a Non-Valuation Day, then the Contract
Anniversary will be the next Valuation Day.

CONTRACT OWNER OR YOU: The owner or holder of this Annuity. We do not capitalize
"you" in the prospectus.

CONTRACT VALUE: The total value of the Accounts on any Valuation Day.

CONTRACT YEAR: Any 12 month period between Contract Anniversaries, beginning
with the date the Contract was issued.

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Sub-Accounts available in your Contract.

GENERAL ACCOUNT: This account includes all our company assets other than the
assets in our separate accounts. These assets are subject to the creditors of
Hartford.

HARTFORD, WE OR OUR: Hartford Life Insurance Company. Only Hartford is a
capitalized term in the prospectus.

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout Option provides for a survivor. The Joint Annuitant may not be
changed.

NET INVESTMENT FACTOR: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next, and is also used to calculate
your Annuity Payout amount.

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

OPTIONAL DEATH BENEFIT RIDER: This is an amendment to your contract, which if
you elect it, allows you to add new Death Benefit calculations and modify the
spousal contract continuation provision of your annuity. To elect the Optional
Death Benefit Rider you will have to pay an additional charge of on a daily
basis, which is equal to an annual charge of .15% of your Contract Value,
invested in the Funds.

PAYEE: The person or party you designate to receive Annuity Payouts.

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

REQUIRED MINIMUM DISTRIBUTION: A federal requirement that individuals age 70 1/2
and older must take a distribution from their tax-qualified retirement account
by December 31, each year. For employer sponsored Qualified Contracts, the
individual must begin taking distributions at the age of 70 1/2 or upon
retirement, whichever comes later.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                5
- --------------------------------------------------------------------------------

SUB-ACCOUNT VALUE: The value on or before the Annuity Calculation Date, which is
determined on any day by multiplying the number of Accumulation Units by the
Accumulation Unit Value for that Sub-Account.

SURRENDER: A complete or partial withdrawal from your Contract.

SURRENDER VALUE: The amount we pay you if you terminate your Contract before the
Annuity Commencement Date. The Surrender Value is equal to the Contract Value
minus any applicable charges.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange, generally 4:00 p.m. Eastern Time.

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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

<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of Premium
   Payments)                                                              None
 -----------------------------------------------------------------------------
 Exchange Fee                                                               $0
 -----------------------------------------------------------------------------
 Deferred Sales Load (as a percentage of amounts withdrawn)
   First Year (1)                                                            6%
 -----------------------------------------------------------------------------
   Second Year                                                               5%
 -----------------------------------------------------------------------------
   Third Year                                                                4%
 -----------------------------------------------------------------------------
   Fourth Year                                                               3%
 -----------------------------------------------------------------------------
   Fifth Year                                                                2%
 -----------------------------------------------------------------------------
   Sixth Year                                                                1%
 -----------------------------------------------------------------------------
   Seventh Year                                                              0%
 -----------------------------------------------------------------------------
   Eighth Year                                                               0%
 -----------------------------------------------------------------------------
 Annual Maintenance Fee (2)                                                $25
 -----------------------------------------------------------------------------
 Annual Expenses -- Separate Account (as percentage of average
   account value)
   Mortality and Expense Risk                                             1.00%
 -----------------------------------------------------------------------------
   Total Separate Account Annual Expenses                                 1.00%
 -----------------------------------------------------------------------------
 Optional Death Benefit Rider:
   Optional Death Benefit Rider Charge (as a percentage of
   Sub-Account Value)                                                     0.15%
 -----------------------------------------------------------------------------
   Total Annual Expenses with the Optional Death Benefit Rider
    Charge                                                                1.15%
 -----------------------------------------------------------------------------
</TABLE>

(1) Length of time from premium payment.

(2) The Annual Maintenance Fee is a single $25 charge on a Contract. It is
    deducted proportionally from the investment options in use at the time of
    the charge.

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

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                7
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                                                    TOTAL FUND
                                                                                     OPERATING
                                                                                     EXPENSES
                                                     MANAGEMENT FEES      OTHER      INCLUDING
                                                    INCLUDING WAIVERS   EXPENSES      WAIVERS
<S>                                                 <C>                 <C>         <C>
- -----------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                                         0.48%       0.02%         0.50%
- -----------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                                        0.44%       0.02%         0.46%
- -----------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                                 0.43%       0.02%         0.45%
- -----------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                                     0.61%       0.02%         0.63%
- -----------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund                         0.62%       0.02%         0.64%
- -----------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                          0.43%       0.03%         0.46%
- -----------------------------------------------------------------------------------------------
Hartford Index HLS Fund                                        0.38%       0.02%         0.40%
- -----------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund                  0.68%       0.09%         0.77%
- -----------------------------------------------------------------------------------------------
Hartford Dividend & Growth HLS Fund                            0.64%       0.02%         0.66%
- -----------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund                       0.75%       0.11%         0.86%
- -----------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                                       0.76%       0.03%         0.79%
- -----------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                                0.75%       0.02%         0.77%
- -----------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund                            0.77%       0.04%         0.81%
- -----------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund (1)                           0.49%       0.12%         0.61%
- -----------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund (1)                               0.49%       0.03%         0.52%
- -----------------------------------------------------------------------------------------------
</TABLE>

(1) Hartford Global Leaders HLS Fund and Hartford High Yield HLS Fund are new
    Funds. "Total Fund Operating Expenses" are based on annualized estimates of
    such expenses to be incurred in the current fiscal year. HL Investment
    Advisors, Inc. has agreed to waive its fees for these until the assets of
    the Funds (excluding assets contributed by companies affiliated with HL
    Investment Advisors, Inc.) reach $20 million. Before this waiver, the
    Management Fee and Total Fund Operating Expenses would be:

<TABLE>
<CAPTION>
                                                                               TOTAL FUND
                                                    MANAGEMENT      OTHER      OPERATING
                                                       FEES       EXPENSES      EXPENSES
<S>                                                 <C>           <C>         <C>
- ------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                         0.78%       0.12%          0.90%
- ------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                             0.78%       0.03%          0.81%
- ------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
8                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

EXAMPLE

THIS EXAMPLE ASSUMES YOU DID NOT SELECT THE OPTIONAL DEATH BENEFIT RIDER.
<TABLE>
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
                               If you surrender your Contract    If you annuitize your Contract    If you do not surrender your
                               at the end of the applicable      at the end of the applicable      Contract, you would pay the
                               time period, you would pay the    time period, you would pay the    following expenses on a $1,000
                               following expenses on a $1,000    following expenses on a $1,000    investment, assuming a 5%
                               investment, assuming a 5%         investment, assuming a 5%         annual return on assets:
                               annual return on assets:          annual return on assets:

<CAPTION>

 SUB-ACCOUNT                   1 YEAR 3 YEARS 5 YEARS 10 YEARS   1 YEAR 3 YEARS 5 YEARS 10 YEARS   1 YEAR 3 YEARS 5 YEARS 10 YEARS
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund         $ 70   $  85   $ 103    $ 186     $ 15   $  49   $  85    $ 185     $ 16   $  49   $  85    $ 186
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund        $ 69   $  84   $ 101    $ 181     $ 15   $  47   $  82    $ 180     $ 15   $  48   $  83    $ 181
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS
   Fund                         $ 69   $  84   $ 100    $ 180     $ 15   $  47   $  82    $ 179     $ 15   $  48   $  82    $ 180
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Advisors HLS Fund     $ 71   $  89   $ 110    $ 200     $ 17   $  53   $  92    $ 200     $ 17   $  53   $  92    $ 200
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation
   HLS Fund                     $ 71   $  90   $ 111    $ 201     $ 17   $  53   $  92    $ 201     $ 17   $  54   $  93    $ 201
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Mortgage HLS Fund     $ 69   $  84   $ 101    $ 181     $ 15   $  48   $  82    $ 181     $ 15   $  48   $  83    $ 181
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund        $ 69   $  82   $  98    $ 175     $ 14   $  46   $  79    $ 174     $ 15   $  46   $  80    $ 175
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Opportunities HLS Fund       $ 73   $  94   $ 117    $ 215     $ 18   $  57   $  99    $ 215     $ 19   $  58   $  99    $ 215
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Dividend & Growth
   HLS Fund                     $ 72   $  90   $ 111    $ 203     $ 17   $  54   $  93    $ 202     $ 18   $  54   $  93    $ 203
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Advisors HLS Fund            $ 74   $  97   $ 122    $ 225     $ 19   $  60   $ 104    $ 225     $ 20   $  61   $ 104    $ 225
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Midcap HLS Fund       $ 73   $  94   $ 119    $ 218     $ 18   $  58   $ 100    $ 217     $ 19   $  58   $ 101    $ 218
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS
   Fund                         $ 73   $  94   $ 117    $ 215     $ 18   $  57   $  99    $ 215     $ 19   $  58   $  99    $ 215
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Growth & Income HLS
   Fund                         $ 73   $  95   $ 119    $ 219     $ 19   $  58   $ 101    $ 219     $ 19   $  59   $ 101    $ 219
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund   $ 70   $  86     N/A      N/A     $ 16   $  49     N/A      N/A     $ 16   $  50     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS
   Fund                         $ 71   $  89     N/A      N/A     $ 16   $  52     N/A      N/A     $ 17   $  53     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                9
- --------------------------------------------------------------------------------

THIS EXAMPLE ASSUMES YOU DID SELECT THE OPTIONAL DEATH BENEFIT RIDER.
<TABLE>
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
                               If you surrender your Contract    If you annuitize your Contract    If you do not surrender your
                               at the end of the applicable      at the end of the applicable      Contract, you would pay the
                               time period, you would pay the    time period, you would pay the    following expenses on a $1,000
                               following expenses on a $1,000    following expenses on a $1,000    investment, assuming a 5%
                               investment, assuming a 5%         investment, assuming a 5%         annual return on assets:
                               annual return on assets:          annual return on assets:

<CAPTION>

 SUB-ACCOUNT                   1 YEAR 3 YEARS 5 YEARS 10 YEARS   1 YEAR 3 YEARS 5 YEARS 10 YEARS   1 YEAR 3 YEARS 5 YEARS 10 YEARS
 <S>                           <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>        <C>    <C>     <C>     <C>
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Bond HLS Fund         $ 71   $  90   $ 111    $ 202     $ 17   $  54   $  93    $ 202     $ 17   $  54   $  93    $ 202
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Stock HLS Fund        $ 71   $  89   $ 109    $ 197     $ 16   $  52   $  90    $ 197     $ 17   $  53   $  91    $ 197
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Money Market HLS
   Fund                         $ 71   $  88   $ 108    $ 196     $ 16   $  52   $  90    $ 196     $ 17   $  52   $  90    $ 196
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Advisors HLS Fund     $ 73   $  94   $ 118    $ 217     $ 18   $  58   $  99    $ 216     $ 19   $  58   $ 100    $ 217
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Capital Appreciation
   HLS Fund                     $ 73   $  94   $ 118    $ 218     $ 18   $  58   $ 100    $ 217     $ 19   $  58   $ 100    $ 218
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Mortgage HLS Fund     $ 71   $  89   $ 109    $ 198     $ 17   $  52   $  90    $ 197     $ 17   $  53   $  91    $ 198
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Index HLS Fund        $ 70   $  87   $ 106    $ 191     $ 16   $  50   $  87    $ 191     $ 16   $  51   $  88    $ 191
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Opportunities HLS Fund       $ 74   $  98   $ 125    $ 231     $ 20   $  62   $ 107    $ 231     $ 20   $  62   $ 107    $ 231
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Dividend & Growth
   HLS Fund                     $ 73   $  95   $ 119    $ 219     $ 19   $  58   $ 101    $ 219     $ 19   $  59   $ 101    $ 219
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford International
   Advisors HLS Fund            $ 75   $ 101   $ 130    $ 241     $ 21   $  65   $ 111    $ 240     $ 21   $  65   $ 112    $ 241
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Midcap HLS Fund       $ 74   $  99   $ 126    $ 234     $ 20   $  63   $ 108    $ 233     $ 20   $  63   $ 108    $ 234
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Small Company HLS
   Fund                         $ 74   $  98   $ 125    $ 231     $ 20   $  62   $ 107    $ 231     $ 20   $  62   $ 107    $ 231
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Growth & Income HLS
   Fund                         $ 75   $ 100   $ 127    $ 235     $ 20   $  63   $ 109    $ 235     $ 21   $  64   $ 109    $ 235
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford High Yield HLS Fund   $ 72   $  91     N/A      N/A     $ 17   $  54     N/A      N/A     $ 18   $  55     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
 Hartford Global Leaders HLS
   Fund                         $ 73   $  93     N/A      N/A     $ 18   $  57     N/A      N/A     $ 19   $  57     N/A      N/A
 ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
10                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

ACCUMULATION UNIT VALUES

(For an accumulation unit outstanding throughout the period)

The following information has been derived from the audited financial statements
of the Separate Account, which have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and should be read in conjunction with those statements which are
included in the Statement of Additional Information, which is incorporated by
reference in this Prospectus.

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                           1998     1997    1996    1995    1994     1993    1992    1991    1990    1989
<S>                                       <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT --
  NON-QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 4.023  $3.649  $3.560  $3.035  $ 3.191  $2.924  $2.798  $ 2.27  $2.261  $2.037
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 4.307  $4.023  $3.649  $3.560  $ 3.035  $3.191  $2.924  $2.798  $ 2.27  $2.261
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              1,962   1,879   2,005   2,377    2,747   3,449   3,618   4,101   4,099   5,021
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT --
  QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 4.085  $3.705  $3.615  $3.082  $ 3.240  $2.969  $2.842  $2.465  $2.296  $2.069
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 4.374  $4.085  $3.705  $3.615  $ 3.082  $3.240  $2.969  $2.842  $2.465  $2.296
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                233     276     286     331      387     493     557     598     741     764
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT --
  NON-QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 8.493  $6.530  $5.303  $3.994  $ 4.112  $3.633  $3.334  $2.702  $ 2.84  $2.275
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $11.224  $8.493  $6.530  $5.303  $ 3.994  $4.112  $3.633  $3.334  $2.702  $ 2.84
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              2,913   3,173   3,407   4,081    3,744   4,033   4,383   4,389   4,551   5,298
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 8.882  $6.829  $5.546  $4.177  $ 4.301  $3.799  $3.487  $2.826  $ 2.97  $2.379
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $11.738  $8.882  $6.829  $5.546  $ 4.177  $4.301  $3.799  $3.487  $2.826  $ 2.97
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                803     848     830     940    1,015   1,043     985   1,110   1,013   1,315
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT NON-QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 2.572  $2.466  $2.369  $2.262  $ 2.198  $2.157  $2.102  $2.002  $1.871  $1.731
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 2.681  $2.572  $2.466  $2.369  $ 2.262  $2.198  $2.157  $2.102  $2.002  $1.871
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              9,019  12,010  13,211  10,105   14,167  15,270  19,145  25,059  31,519  32,349
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 2.571  $2.465  $2.368  $2.261  $ 2.197  $2.156  $2.101  $2.001  $ 1.87  $1.731
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 2.679  $2.571  $2.465  $2.368  $ 2.261  $2.197  $2.156  $2.101  $2.001  $ 1.87
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                612     979   1,362   1,178    1,194   1,160   2,542   3,959   4,837   4,761
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  NON-QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 5.351  $4.341  $3.761  $2.960  $ 3.074  $2.766  $2.579  $2.164  $2.159  $1.791
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 6.604  $5.351  $4.341  $3.761  $ 2.960  $3.074  $2.766  $2.579  $2.164  $2.159
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              9,942  11,223  12,469  13,796   15,417  17,371  18,273  19,355  21,074  23,782
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 5.351  $4.341  $3.761  $2.960  $ 3.074  $2.766  $2.579  $2.164  $2.159  $1.791
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 6.604  $5.351  $4.341  $3.761  $ 2.960  $3.074  $2.766  $2.579  $2.164  $2.159
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              3,191   3,353   3,531   4,045    4,661   5,005   5,231   5,513   6,012   7,020
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION GROWTH HLS
  FUND SUB-ACCOUNT NON-QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 8.151  $6.729  $5.631  $4.367               --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 9.319  $8.151  $6.729  $5.631  $ 4.367      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              2,433   2,279   2,634   3,859    2,983      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION GROWTH HLS
  FUND SUB-ACCOUNT QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 8.154  $6.732  $5.633  $4.369  $ 1.764  $1.736  $1.698  $1.624  $1.525  $1.420
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 9.323  $8.154  $6.732  $5.633  $ 4.369  $1.764  $1.736  $1.698  $1.624  $1.525
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                775     859     888     891      938      38      84     124     125     143
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               11
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                           1998     1997    1996    1995    1994     1993    1992    1991    1990    1989
<S>                                       <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT NON- QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 2.692  $2.495  $2.398  $2.085  $ 4.303  $3.598  $3.106  $2.036  $2.308  $1.878
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 2.845  $2.692  $2.495  $2.398  $ 2.085  $4.303  $3.598  $3.106  $2.036  $2.308
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              5,584   6,914   8,165   9,957   11,297   3,032   3,803   3,521   2,204   4,038
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT QUALIFIED
Accumulation unit value at beginning of
  period (a)                              $ 2.692  $2.495  $2.398  $2.085  $ 4.305  $3.599  $3.107  $2.037  $2.309  $1.879
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 2.845  $2.692  $2.495  $2.398  $ 2.085  $4.305  $3.599  $3.107  $2.037  $2.309
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                484     695     755   1,001    1,432   1,026     859     915     793     992
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT NON-QUALIFIED
Accumulation unit value at beginning of
  period (c)                              $ 1.497  $1.507  $1.348  $1.195  $ 2.140  $2.033  $1.963  $1.728  $1.591  $1.420
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.676  $1.497  $1.507  $1.348  $ 1.195  $2.140  $2.033  $1.963  $1.728  $1.591
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              1,314     314     374     403      557  14,186  17,449  20,875  23,365  26,763
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT QUALIFIED
Accumulation unit value at beginning of
  period (c)                              $ 1.497  $1.507  $1.348  $1.195  $ 2.140  $2.033  $1.963  $1.728  $1.591  $1.420
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.677  $1.497  $1.507  $1.348  $ 1.195  $2.140  $2.033  $1.963  $1.728  $1.591
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                197   1,518   1,951   1,765    2,439   2,005   3,646   4,104   4,668   5,094
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND & GROWTH HLS FUND
  SUB-ACCOUNT (NON-QUALIFIED)
Accumulation unit value at beginning of
  period (d)                              $ 2.170  $1.661  $1.366  $1.011  $ 1.000  $0.929  $0.982  $0.878   1.000
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 2.501  $2.170  $1.661  $1.366  $ 1.011  $1.230  $0.929  $0.982  $0.878      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              1,616   1,710   1,241     665      335     410     174     105      33      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND & GROWTH HLS FUND
  SUB-ACCOUNT (QUALIFIED)
Accumulation unit value at beginning of
  period (d)                              $ 2.170  $1.662  $1.366  $1.011  $ 1.000  $0.929  $0.982  $0.878   1.000
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 2.501  $2.170  $1.662  $1.366  $ 1.011  $1.230  $0.929  $0.982  $0.878      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                418     391     291      61       37   1,473     254     127      34      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT (NON-QUALIFIED)
Accumulation unit value at beginning of
  period (e)                              $ 1.328  $1.271  $1.149  $1.000       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.491  $1.328  $1.271  $1.149       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                201     223     348      30       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT (QUALIFIED)
Accumulation unit value at beginning of
  period (e)                              $ 1.328  $1.271  $1.149  $1.000                       --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.491  $1.328  $1.271  $1.149       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                 23      37      19      10       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (NON-QUALIFIED)
Accumulation unit value at beginning of
  period (b)                              $ 1.472  $1.121  $1.000  $   --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.867  $1.472  $1.121  $   --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                570     557     106      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (QUALIFIED)
Accumulation unit value at beginning of
  period (b)                              $ 1.472  $1.121  $1.000  $   --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.867  $1.472  $1.121  $   --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                146     103      39      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
12                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                           1998     1997    1996    1995    1994     1993    1992    1991    1990    1989
<S>                                       <C>      <C>     <C>     <C>     <C>      <C>     <C>     <C>     <C>     <C>
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT (NON- QUALIFIED)
Accumulation unit value at beginning of
  period (f)                              $ 1.251  $1.067  $1.000  $   --       --      --              --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.382  $1.251  $1.067  $   --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)              3,670     377     110      --       --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT (QUALIFIED)
Accumulation unit value at beginning of
  period (f)                              $ 1.251  $1.067  $   --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.382  $1.251  $1.067      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                228     100      10      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (NON-QUALIFIED)
Accumulation unit value at beginning of
  period (g)                              $ 1.098  $1.000  $   --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.376  $1.098  $   --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                243      34      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (QUALIFIED)
Accumulation unit value at beginning of
  period (g)                              $ 1.098  $1.000      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.376  $1.098      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                 90      12      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT (NON-QUALIFIED)
Accumulation unit value at beginning of
  period (h)                              $ 1.000      --      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.184      --      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                 10      --      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT (QUALIFIED)
Accumulation unit value at beginning of
  period (h)                              $ 1.000      --      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.184      --      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                181      --      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT (NON-QUALIFIED)
Accumulation unit value at beginning of
  period (i)                              $ 1.000      --      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.316      --      --      --       --      --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                 10      --      --      --       --      --      --      --      --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT (QUALIFIED)
Accumulation unit value at beginning of
  period (i)                              $ 1.000      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.316      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                 10      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (NON-QUALIFIED)
Accumulation unit value at beginning of
  period (i)                              $ 1.000      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.036      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                 10      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (QUALIFIED)
Accumulation unit value at beginning of
  period (i)                              $ 1.000      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
Accumulation unit value at end of period  $ 1.036      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                 16      --      --      --       --
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Inception date August 1, 1986.
(b) Inception date May 1, 1987.
(c) Inception date July 2, 1990.
(d) Inception date March 8, 1994.
(e) Inception date March 1, 1995.
(f)  Inception date August 9, 1996.
(g) Inception date July 15, 1997.
(h) Inception date June 1, 1998.
(i)  Inception date September 30, 1998.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               13
- --------------------------------------------------------------------------------

HIGHLIGHTS

HOW DO I PURCHASE THIS ANNUITY?

You must complete our application or order request and submit it to us for
approval with your first Premium Payment. Your first Premium Payment must be at
least $2,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

 -  For a limited time, usually within ten days after you receive your Contract,
    you may cancel your Annuity without paying a Contingent Deferred Sales
    Charge. You may bear the investment risk for your Premium Payment prior to
    our receipt of your request for cancellation.

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Annuity. We may charge you a
Contingent Deferred Sales Charge when you partially or fully Surrender your
Annuity. The Contingent Deferred Sales Charge will depend on the length of time
the Premium Payment you made has been in your Annuity. If the amount you paid
has been in your Annuity:

- - For Contract Year One, the charge is 6%.

- - For Contract Year Two, the charge is 5%.

- - For Contract Year Three, the charge is 4%.

- - For Contract Year Four, the charge is 3%.

- - For Contract Year Five, the charge is 2%.

- - For Contract Year Six, the charge is 1%.

- - For Contract Year Seven and beyond the charge is 0%.

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

- - The Annual Withdrawal Amount

- - Premium Payments or earnings that have been in your Annuity for more than six
  years.

- - Distributions made due to death

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

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $25.00 fee each year on your Contract Anniversary or upon full
Surrender, if the Surrender occurs before the Contract Anniversary.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay two different types of
charges each year. The first type of charge is the fee you pay for insurance.
This charge is:

A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 1.00% of your Contract Value invested in the Funds.

The second type of charge is the fee you pay for the Funds.

Currently, Fund charges range from 0.42% to 0.90% annually of the average daily
value of the amount you have invested in the Funds. See the Annual Fund
Operating Expenses table for more complete information and the Funds'
prospectuses accompanying this prospectus.

If you elect the Optional Death Benefit Rider, we will subtract an additional
charge on a daily basis that is equal to an annual charge of .15% of your
Contract Value invested in the Funds.

CAN I TAKE OUT ANY OF MY MONEY?

You may Surrender all or part of the amounts you have invested at any time
before we start making Annuity Payouts, or after Annuity Payouts begin under the
Payment for a Designated Period Annuity Payout Option.

- - You may have to pay tax on the money you take out and, if you Surrender before
  you are age 59 1/2, you may have to pay an income tax penalty.

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

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner or the Annuitant die before we
begin to make Annuity Payouts. The Death Benefit will be calculated as of the
date we receive a certified death certificate or other legal document acceptable
to us and, if death occurs prior to the decedent's 90th birthday, will be the
greater of:

- - The total Premium Payments you have made to us minus any amounts you have
  Surrendered, or

- - The Contract Value of your Annuity

If death occurs after the decedent's 90th birthday, the Death Benefit will be
the Contract Value.

If you elect the Optional Death Benefit Rider at an additional charge, the Death
Benefit prior to the decreased's 90th birthday, is the greater of: the total
Premium Payments you have made to us minus any amounts you have Surrendered, the
Contract Value of your annuity, or your Maximum Anniversary Value starting on
the Contract Anniversary immediately following the date the Optional Death
Benefit Rider is added to your annuity or the Interest Accumulation Value
starting on the date the Optional Death Benefit Rider is added to your annuity.
The Optional Death Benefit Rider may not be available if the Contract Owner or
Annuitant is age 75 or older. The Optional Death Benefit Rider is not available
in Washington or New York.

The Death Benefit amount will remain invested in the Sub-Accounts according to
your last instructions and will fluctuate with the performance of the underlying
Funds.

WHAT ANNUITY PAYOUT OPTIONS ARE AVAILABLE?

When it comes time for us to make payouts, you may choose one of the following
Annuity Payout Options: Option 1 -- Life Annuity, Option 2 -- Life Annuity with
120, 180 or 240 Monthly
<PAGE>
14                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
Payments Certain, Option 3 -- Unit Refund Life Annuity Option 4 -- Joint and
Last Survivor Life Annuity and Option 5 -- Payments For a Designated Period. We
may make other Annuity Payout Options available at any time.

You must begin to take payouts by the fifteenth day of the month following the
Annuitant's 90th birthday. If you do not tell us what Annuity Payout Option you
want before that time, we will make fixed monthly payments under Option 2 --
Life Annuity with 120 Monthly Payments Certain.

GENERAL CONTRACT INFORMATION
- --------------------------------------------------------------------------------

HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company is a stock life insurance company engaged in the
business of writing life insurance, both individual and group, in all states of
the United States as well as the District of Columbia and Puerto Rico. We were
originally incorporated under the laws of Massachusetts on June 5, 1902, and
subsequently redomiciled to Connecticut. Our offices are located in Simsbury,
Connecticut; however, our mailing address is P.O. Box 5085, Hartford, CT
06102-5085. We are ultimately controlled by The Hartford Financial Services
Group, Inc., one of the largest financial service providers in the United
States.

                               HARTFORD'S RATINGS

<TABLE>
<CAPTION>
                                       EFFECTIVE
                                         DATE
           RATING AGENCY               OF RATING       RATING        BASIS OF RATING
<S>                                  <C>            <C>           <C>
- ---------------------------------------------------------------------------------------
                                                                  Financial soundness
                                                                  and operating
A.M. Best and Company, Inc.               1/1/99             A+   performance.
- ---------------------------------------------------------------------------------------
                                                                  Insurer financial
Standard & Poor's                         5/3/99            Aa    strength
- ---------------------------------------------------------------------------------------
Duff & Phelps                           12/21/98            AA  + Claims paying ability
- ---------------------------------------------------------------------------------------
</TABLE>

THE SEPARATE ACCOUNT

The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on June 2, 1986 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the SEC of the management or the investment practices of the Separate Account
or Hartford. The Separate Account meets the definition of "Separate Account"
under federal securities law. This Separate Account holds only assets for
variable annuity contracts. The Separate Account:

- - Holds assets for your benefit and the benefit of other Contract Owners, and
  the persons entitled to the payouts described in the Contract.

- - Is not subject to the liabilities arising out of any other business Hartford
  may conduct.

- - Is not affected by the rate of return of Hartford's General Account or by the
  investment performance of any of Hartford's other Separate Accounts.

- - May be subject to liabilities from a Sub-Account of the Separate Account that
  holds assets of other variable annuity contracts offered by the Separate
  Account, which are not described in this Prospectus.

- - Is credited with income and gains, and takes losses, whether or not realized,
  from the assets it holds.

We do not guarantee the investment results of the Separate Account. There is no
assurance that the value of your Annuity will equal the total of the payments
you make to us.

THE FUNDS

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

Each Fund, except for the Hartford Global Leaders HLS Fund, the Hartford Growth
and Income HLS Fund and the Hartford High Yield HLS Fund, is a separate Maryland
corporation registered with the Securities and Exchange Commission as an open-
end management investment company. The Hartford Global Leaders HLS Fund, the
Hartford Growth and Income HLS Fund and the Hartford High Yield HLS Fund are
diversified series of Hartford Series Fund, Inc., a Maryland corporation, also
registered with the Securities and Exchange Commission as an open-end management
investment company. The shares of each Fund have been divided into Class IA and
Class IB. Only Class IA shares are available in this Annuity.

We do not guarantee the investment results of any of the underlying Funds. Since
each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses, policies and procedures
are more fully described in the accompanying Funds' prospectus and Statement of
Additional Information, which you may order from us. The Funds' prospectus
should be read in conjunction with this prospectus before investing.

The Funds may not be available in all states. In addition, if you want to
allocate Premium Payments or transfer Contract Value to any Funds added to this
Annuity after March 10, 1994, you must sign an amendment to your Contract which
is called an Amendatory Rider before you can invest in the new Funds. The
Amendatory Rider gives Contract Owners the ability to invest in new underlying
funds, but it also changes some of the terms of your Contract, including how
often you are able to transfer between Sub-Accounts.

The investment goals of each of the Funds are as follows:
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               15
- --------------------------------------------------------------------------------

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

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

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

HARTFORD DIVIDEND AND GROWTH HLS FUND -- Seeks a high level of current income
consistent with growth of capital and reasonable investment risk. Sub-advised by
Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by U.S. company and non-U.S. companies.

HARTFORD GROWTH AND INCOME HLS FUND -- Seeks growth of capital and current
income by investing primarily in equity securities with earnings growth
potential and steady rising dividends.

HARTFORD HIGH YIELD HLS FUND -- Seeks high current income buy investing in
non-grade fixed-income securities. Growth of capital is a secondary objective.

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

HARTFORD INTERNATIONAL ADVISERS HLS FUND -- Seeks maximum long-term total return
consistent with prudent investment risk by investing in a portfolio of equity,
debt and money market securities. Securities in which the Fund invests primarily
will be denominated in non-U.S. currencies and will be traded in non-U.S.
markets. Sub-advised by Wellington Management.

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

HARTFORD MIDCAP HLS FUND -- Seeks to achieve long-term capital growth through
capital appreciation by investing primarily in equity securities. Sub-advised by
Wellington Management.

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

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities selected on the basis of potential for capital
appreciation. Sub-advised by Wellington Management.

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

HARTFORD MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of Contract Owners, and of owners of
other contracts whose contract values are allocated to one or more of these
other separate accounts investing in any one of the Funds. In the event of any
such material conflicts, we will consider what action may be appropriate,
including removing the Fund from the Separate Account or replacing the Fund with
another underlying fund. There are certain risks associated with mixed and
shared funding, as disclosed in the Funds' prospectus.

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- - Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- - Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

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

- - Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

* "Standard & Poor's," "S&P-Registered Trademark-," "S&P
  500-Registered Trademark-," "Standard & Poor's 500," and "500" are trademarks
  of The McGraw-Hill Companies, Inc. and have been licensed for use by Hartford.
  The Index Fund is not sponsored, endorsed, sold or promoted by Standard &
  Poor's and Standard & Poor's makes no representation regarding the
  advisability of investing in the Index Fund.
<PAGE>
16                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

- - Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make payouts to you, the number of votes you have will
decrease.

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under Your
Contract. We may, in our sole discretion, establish new Funds. New Funds will be
will be made available to existing Contract Owners as we determine appropriate.
We may also close one or more Funds to additional Payments or transfers from
existing Sub-Accounts.

We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the Investment Company Act of 1940 (the "1940
Act"), substitutions of shares attributable to your interest in a Fund will not
be made until we have the approval of the Commission and we have notified you of
the change.

In the event of any substitution or change, we may, by appropriate endorsement,
make any changes in the Contract necessary or appropriate to reflect the
substitution or change. If we decide that it is in the best interest of the
contracts owners, the Separate Account may be operated as a management company
under the 1940 Act or any other form permitted by law, may be de-registered
under the 1940 Act in the event such registration is no longer required, or may
be combined with one or more other Separate Accounts.

PERFORMANCE RELATED INFORMATION
- --------------------------------------------------------------------------------

The Separate Account may advertise certain performance-related information
concerning the Sub-Accounts. Performance information about a Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.

When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually be
calculated since the inception of the Separate Account for one year, five years,
and ten years or some other relevant periods if the Sub-Account has not been in
existence for at least ten years. Total return is measured by comparing the
value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT, These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

If applicable, the Sub-Accounts may advertise YIELD IN ADDITION TO TOTAL RETURN.
The yield will be computed in the following manner: The net investment income
per unit earned during a recent one month period is divided by the unit value on
the last day of the period. This figure includes the recurring charges at the
Separate Account level including the Annual Maintenance Fee.

The Hartford Money Market HLS Fund Sub-Account may advertise YIELD AND EFFECTIVE
YIELD. The yield of a Sub-Account is based upon the income earned by the
Sub-Account over a seven-day period and then annualized, i.e. the income earned
in the period is assumed to be earned every seven days over a 52-week period and
stated as a percentage of the investment. Effective yield is calculated
similarly but when annualized, the income earned by the investment is assumed to
be reinvested in Sub-Account units and thus compounded in the course of a
52-week period. Yield and effective yield include the recurring charges at the
Separate Account level including the Annual Maintenance Fee.

The Separate Account may also disclose YIELD for periods prior to the date the
Separate Account commenced operations. For these periods, performance
information for the Sub-Accounts will be calculated based on the performance of
the underlying

Funds and the assumption that the Sub-Accounts were in existence for the same
periods as those of the underlying Funds, with a level of charges equal to those
currently assessed against the Sub-Accounts. These disclosures will be
accompanied by yield for periods as of the inception date of the Separate
Account.

We may provide information on various topics to Contract Owners and prospective
Contract Owners in advertising, sales literature or other materials. These
topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as systematic investing, Dollar Cost Averaging
and asset allocation), the advantages and disadvantages of investing in
tax-deferred and taxable instruments, customer profiles and hypothetical
purchase scenarios, financial management and tax and retirement planning, and
other investment alternatives, including comparisons between the Contract and
the characteristics of and market for such alternatives.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               17
- --------------------------------------------------------------------------------

THE CONTRACT

PURCHASES AND CONTRACT VALUE

WHAT TYPES OF CONTRACTS ARE AVAILABLE?

The Contract is an individual tax-deferred variable annuity contract. It is
designed for retirement planning purposes and may be purchased by any individual
or trust, including:

- - Any trustee or custodian for a retirement plan qualified under Sections 401(a)
  or 403(a) of the Code;

- - Individual Retirement Annuities adopted according to Section 408 of the Code;

- - Employee pension plans established for employees by a state, a political
  subdivision of a state, or an agency of either a state or a political
  subdivision of a state, and

- - Certain eligible deferred compensation plans as defined in Section 457 of the
  Code.

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

HOW DO I PURCHASE A CONTRACT?

You may purchase a Contract by completing and submitting an application or an
order request along with an initial Premium Payment. For most Contracts, the
minimum Premium Payment is $2,000. For additional Premium Payments, the minimum
Premium Payment is $500. Under certain situations, we may allow smaller Premium
Payments, for example, if you enroll in our InvestEase Program or are part of
certain tax qualified retirement plans. Prior approval is required for Premium
Payments of $1,000,000 or more.

You and your Annuitant must not be older than age 75 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

HOW ARE PREMIUM PAYMENTS APPLIED TO MY CONTRACT?

Your initial Premium Payment will be invested within two Valuation Days of our
receipt of a properly completed application or an order request and the Premium
Payment. Subsequent Premium Payments are priced on the same Valuation Day they
are received. If we receive your Premium Payment on a Non-Valuation Day, the
amount will be invested on the next Valuation Day. Unless we receive new
instructions, we will invest the Premium Payment based on your last allocation
instructions. We will send you a confirmation when we invest your Premium
Payment.

If the request or other information accompanying the Premium Payment is
incomplete when received, we will hold the money in a non-interest bearing
account for up to five Valuation Days while we try to obtain complete
information. If we cannot obtain the information within five Valuation Days, we
will return the Premium Payment and explain why the Premium Payment could not be
processed, unless you authorize us to keep the Premium Payment until the
necessary information is received.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

We want you to be satisfied with the Contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your Contract, simply return it with a written request for cancellation that
indicates your tax-withholding instructions, within ten days after you receive
the Contract. In some states, you may be allowed more time to cancel your
Contract. We will not deduct any Contingent Deferred Sales Charges during this
time. We may require additional information, including a signature guarantee,
before we can cancel your Contract.

You bear the investment risk from the time the Contract is issued until we
receive your complete cancellation request.

The amount we pay you upon cancellation depends on the requirements of the state
where you purchased your Contract, the method of purchase, the type of Contract
you purchased and your age.

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

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

When Premium Payments are credited to your Sub-Accounts, they are converted into
Accumulation Units by dividing the amount of your Premium Payments, minus any
Premium Taxes, by the Accumulation Unit Value for that day. The more Premium
Payments you put into your Contract, the more Accumulation Units you will own.
You decrease the number of Accumulation Units you have by requesting Surrenders,
transferring money out of an Account, submitting a Death Benefit claim or by
annuitizing your Contract.

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

The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account equals:

- - The net asset value per share of each Fund held in the Sub-Account at the end
  of the current Valuation Day divided by

- - The net asset value per share of each Fund held in the Sub-Account at the end
  of the prior Valuation Day; minus

- - The daily mortality and expense risk charge and any other applicable charge,
  such as the Optional Death Benefit Rider Charge adjusted for the number of
  days in the period.
<PAGE>
18                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

We will send you a statement in each calendar quarter, which tells you how many
Accumulation Units you have, their value and your total Contract Value.

CAN I TRANSFER FROM ONE SUB-ACCOUNT TO ANOTHER?

TRANSFERS BETWEEN SUB-ACCOUNTS -- You may transfer from one Sub-Account to
another before and after the Annuity Commencement Date at no extra charge. Your
transfer request will be processed on the day that it is received as long as it
is received on a Valuation Day before the close of the New York Stock Exchange.
Otherwise, your request will be processed on the following Valuation Day. We
will send you a confirmation when we process your transfer. You are responsible
for verifying transfer confirmations and promptly advising us of any errors
within 30 days of receiving the confirmation.

SUB-ACCOUNT TRANSFER RESTRICTIONS -- Whether or not any transfer restrictions
apply to your Contract depends on whether you signed an amendment to your
Contract called an Amendatory Rider. The Rider allows you to invest in certain
underlying Funds. This Rider also amended your Contract to add some restrictions
on your ability to do Sub-Account transfers. If you signed the Amendatory Rider,
we reserve the right to limit the number of transfers to 12 per Contract Year,
with no transfers occurring on consecutive Valuation Days. We also have the
right to restrict transfers if we believe that the transfers could have an
adverse effect on other Contract Owners. In all states except New York, Florida,
Maryland and Oregon, we may:

- - Require a minimum time period between each transfer,

- - Limit the dollar amount that may be transferred on any one Valuation Day, and

- - Not accept transfer requests from an agent acting under a power of attorney
  for more than one Contract Owner.

We may also have a restriction in place that involves individuals who act as a
power of attorney for multiple Contract Owners. If the total value of the
Contract Owner's Accounts total more than $2 million, we will not accept
transfer instructions from the power of attorney unless the power of attorney
has entered into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

CHARGES AND FEES

There are 4 charges and fees associated with the Contract and the Optional Death
Benefit Rider Charge:

1.  THE CONTINGENT DEFERRED SALES CHARGE

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

We assess a Contingent Deferred Sales Charge when you request a full or partial
Surrender. The percentage of the Contingent Deferred Sales Charge is based on
how long your Premium Payments have been in the Contract. The Contingent
Deferred Sales Charge will not exceed the total amount of the Premium Payments
made. Each Premium Payment has its own Contingent Deferred Sales Charge
schedule. Premium Payments are Surrendered in the order in which they were
received. The longer you leave your Premium Payments in the Contract, the lower
the Contingent Deferred Sales Charge will be when you Surrender.

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

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

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

- - ANNUAL WITHDRAWAL AMOUNT: During the first six years from each Premium
  Payment, you may, each Contract Year after the first Contract Year, take
  partial Surrenders up to 10% of the total Premium Payments. If you do not take
  10% one year, you may not take more than 10% the next year.

- - SURRENDERS MADE FROM PREMIUM PAYMENTS INVESTED FOR MORE THAN SEVEN YEARS.
  After the sixth Contract Year, you may take the total of: (a) all of your
  earnings, and (b) all Premium Payments held in your Contract for more than six
  years, and (c) 10% of Premium Payments made during the last six years.

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

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

- - On or after the Annuitant's 75th birthday.

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

- - Upon death of the Annuitant or Contract Owner.

- - Upon Annuitization. We will charge a Contingent Deferred Sales Charge if the
  Contract is fully Surrendered during the Contingent Deferred Sales Charge
  period under an Annuity Payout Option which allows Surrenders.

- - Upon cancellation during the Right to Cancel Period
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               19
- --------------------------------------------------------------------------------

2.  MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.00% of Sub-Account Value (estimated at .85% for
mortality and .15% for expense). The mortality and expense risk charge is broken
into charges for mortality risks and for an expense risk:

- - MORTALITY RISK -- There are two types of mortality risks that we assume, those
  made while your Premium Payments are accumulating and those made once Annuity
  Payouts have begun

During the period your Premium Payments are accumulating, we are required to
cover any difference between the Death Benefit paid and the Surrender Value.
These differences may occur during periods of declining value or in periods
where the Contingent Deferred Sales Charges would have been applicable. The risk
that we bear during this period is that actual mortality rates, in aggregate,
may exceed expected mortality rates.

Once Annuity Payouts have begun, we may be required to make Annuity Payouts as
long as the Annuitant is living, regardless of how long the Annuitant lives. We
would be required to make these payments if the Payout Option chosen is the Life
Annuity, Life Annuity With Payments for a Period Certain or Joint and Last
Survivor Life Annuity Payout Option. The risk that we bear during this period is
that the actual mortality rates, in aggregate, may be lower than the expected
mortality rates.

- - EXPENSE RISK -- We also bear an expense risk that the Contingent Deferred
  Sales Charges and the Annual Maintenance Fee collected before the Annuity
  Commencement Date may not be enough to cover the actual cost of selling,
  distributing and administering the Contract.

Although variable Annuity Payouts will fluctuate with the performance of the
underlying Fund selected, your Annuity Payouts will NOT be affected by (a) the
actual mortality experience of our Annuitants, or (b) our actual expenses if
they are greater than the deductions stated in the Contract. Because we cannot
be certain how long our Annuitants will live, we charge this percentage fee
based on the mortality tables currently in use. The mortality and expense risk
charge enables us to keep our commitments and to pay you as planned.

3.  ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the maintenance of the Contract
and the Sub-Accounts. The annual $25 charge is deducted on each Contract
Anniversary, or upon full Surrender if the Surrender occurs before the Contract
Anniversary, proportionately from each Sub-Account in which you are invested.

4.  PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; others collect at
Annuitization. Since we pay Premium Taxes when they are required by applicable
law, we may deduct them from your Contract when we pay the taxes, upon
Surrender, or on the Annuity Commencement Date. The Premium Tax rate varies by
state or municipality. Currently, the maximum rate charged by any state is 3.5%
and 4% in Puerto Rico.

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

WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH RESULT IN COST AND EXPENSE SAVINGS.
REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY DISCRIMINATORY AGAINST
ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

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

The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account for each Beneficiary's portion of the proceeds.

If death occurs before the Annuity Commencement Date and the descendant's 90th
birthday, the Death Benefit is the greatest of:

- - The Contract Value or

- - 100% of all Premium Payments paid into the Contract minus any partial
  Surrenders.

If death occurs after the decedent's 90th birthday, the Death Benefit is the
Contract Value on the date the death certificate or other legal document
acceptable to us is received.

OPTIONAL DEATH BENEFIT RIDER -- You may also elect the Optional Death Benefit
Rider for an additional fee. The Optional Death Benefit adds new features to
your Death Benefit calculation.

If you elect the Optional Death Benefit Rider at an additional charge, your
Death Benefit, prior to the decreased's 90th birthday, is the greater of: the
total Premium Payments you have made to us minus any amounts you have
Surrendered, the Contract Value of your annuity, or your Maximum Anniversary
Value starting on the Contract Anniversary immediately following the date the
Optional Death Benefit Rider is added to your annuity
<PAGE>
20                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
or the Interest Accumulation Value starting on the date the Optional Death
Benefit Rider is added to your annuity.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary immediately
following the date the Optional Death Benefit Rider is added to your annuity
prior to the deceased's 81st birthday or date of death, whichever is earlier.
The Anniversary Value is equal to the Contract Value as of a Contract
Anniversary, increased by the dollar amount of any Premium Payments made since
that anniversary and reduced by the dollar amount of any partial Surrenders
since that anniversary. The Maximum Anniversary Value is equal to the greatest
Anniversary Value attained from this series of calculations.

The Interest Accumulation Value is equal to the Contract Value on the date this
Optional Death Benefit Rider is added plus any Premium Payments after that date
minus any partial surrenders taken after the Optional Death Benefit was added,
compounded daily at an annual rate of 0.05%. If you have taken any partial
Surrenders, the Interest Accumulation Value will be adjusted to reduce the
Optional Death Benefit proportionally for any partial Surrenders.

After the deceased's 90th birthday, the Death Benefit if the Optional Death
Benefit Rider is elected, will be the greater of the Contract Value, the Maximum
Anniversary Value or the Interest Accumulation Value.

The Death Benefit payable under the Optional Death Benefit Rider is limited to a
maximum of 200% of the Contract Value on the date the Optional Death Benefit
Rider was added, plus 200% of any Premium Payments made since the addition of
the Optional Death Benefit Rider less proportional adjustments for any
Surrenders from that date.

WHO WILL RECEIVE THE DEATH BENEFIT?

We will distribute the Death Benefit to the Beneficiary upon the death of the
Contract Owner or Annuitant.

HOW IS THE DEATH BENEFIT PAID?

The Death Benefit may be taken in one lump sum or under any of the Annuity
Payout Options then being offered by us. On the date we receive complete
instructions from the Beneficiary, we will compute Death Benefit amount to be
paid out or applied to a selected Annuity Payout Option. When there is more than
one Beneficiary, we will calculate the Death Benefit amount for each
Beneficiary's portion of the proceeds and then pay it out or apply it to a
selected Annuity Payout Option according to each Beneficiary's instructions. If
we receive the complete instructions on a Non-Valuation Day, computations will
take place on the next Valuation Day.

REQUIRED DISTRIBUTIONS -- If the Contract Owner dies before the Annuity
Commencement Date, the Death Benefit must be distributed within five years after
death. The Beneficiary can choose any Annuity Payout Option that results in
complete Annuity Payout within five years.

If the Contract Owner dies on or after the Annuity Commencement Date under an
Annuity Payout Option with a Death Benefit, any remaining value must be
distributed at least as rapidly as under the payment method being used as of the
Contract Owner's death.

If the Contract Owner is not an individual (e.g. a trust), then the original
Annuitant will be treated as the Contract Owner in the situations described
above and any change in the original Annuitant will be treated as the death of
the Contract Owner.

WHAT SHOULD THE BENEFICIARY CONSIDER?

Alternatives to the Required Distributions: The selection of an Annuity Payout
Option and the timing of the selection will have an impact on the tax treatment
of the Death Benefit. To receive favorable tax treatment, the Annuity Payout
Option selected: (a) cannot extend beyond the Beneficiary's life or life
expectancy, and (b) must begin within one year of the date of death.

If these conditions are NOT met, the Death Benefit will be treated as a lump sum
payment for tax purposes. This sum will be taxable in the year in which it is
considered received.

SPOUSAL CONTRACT CONTINUATION -- If the Beneficiary is the Contract Owner's
spouse, the Beneficiary may elect to continue the Contract as the contract
owner, receive the death benefit in one lump sum payment or elect an Annuity
Payout Option. The spousal continuation is available once for each Contract.

If you elect the Optional Death Benefit Rider for an additional charge and the
Contract continues with the spouse as Contract Owner, we will adjust the
Contract Value to the amount that we would have paid as the Death Benefit.

SURRENDERS

WHAT KINDS OF SURRENDERS ARE AVAILABLE?

FULL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- When you Surrender your
Contract before the Annuity Commencement Date, the Surrender Value of the
Contract will be made in a lump sum payment. The Surrender Value is the Contract
Value minus any applicable Premium Taxes, Contingent Deferred Sales Charges and
the Annual Maintenance Fee. The Surrender Value may be more or less than the
amount of the Premium Payments made to a Contract.

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

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

- - The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the
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HARTFORD LIFE INSURANCE COMPANY                                               21
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  Contract Value is under $500 after the Surrender. If your Contract was issued
  in Texas, a remaining value of $500 is not required to continue the Contract
  if Premium Payments were made in the last two Contract Years.

FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Designated Period Annuity Payout Option. Under this option, we pay
you the Commuted Value of your Contract minus any applicable Contingent Deferred
Sales Charges. The Commuted Value is determined on the day we receive your
written request for Surrender.

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE: YOU MAY PARTIALLY
SURRENDER AFTER THE ANNUITY COMMENCEMENT DATE IF YOU SELECTED THE PAYMENTS FOR A
DESIGNATED PERIOD ANNUITY PAYOUT OPTION, BUT CHECK WITH YOUR TAX ADVISER FIRST,
BECAUSE THERE MAY BE ADVERSE TAX CONSEQUENCES.

HOW DO I REQUEST A SURRENDER?

Requests for full Surrenders must be in writing. Requests for partial Surrenders
can be made in writing or by telephone. We will send your money within seven
days of receiving completed instructions. However, we may postpone payment of
Surrenders whenever: (a) the New York Stock Exchange is closed, except for
holidays or weekends, or trading on the New York Stock Exchange is restricted by
the Securities and Exchange Commission, (b) the SEC permits postponement and so
orders, or (c) the SEC determines that an emergency exists to restrict
valuation. We may suspend, modify, or terminate telephone transfer privileges at
any time.

WRITTEN REQUESTS -- To request a full or partial Surrender, complete a Surrender
Form or send us a letter, signed by you, stating:

- - the dollar amount that you want to receive, either before or after we withhold
  taxes and deduct for any applicable charges,

- - your tax withholding amount or percentage, if any, and

- - your mailing address.

For a partial Surrender, specify the Accounts that you want your Surrender to
come from, otherwise, the Surrender will be taken in proportion to the value in
each Account.

WHAT SHOULD BE CONSIDERED ABOUT TAXES?

There are certain tax consequences associated with Surrenders:

PRIOR TO AGE 59 1/2 -- If you make a Surrender prior to age 59 1/2, there may be
adverse tax consequences including a 10% federal income tax penalty on the
taxable portion of the Surrender payment. Surrendering before age 59 1/2 may
also affect the continuing tax-qualified status of some Contracts.

WE DO NOT MONITOR SURRENDER REQUESTS. TO DETERMINE WHETHER A SURRENDER IS
PERMISSIBLE, WITH OR WITHOUT FEDERAL INCOME TAX PENALTY, PLEASE CONSULT YOUR
PERSONAL TAX ADVISER.

MORE THAN ONE CONTRACT ISSUED IN THE SAME CALENDAR YEAR -- If you own more than
one contract issued by us or our affiliates in the same calendar year, then
these contracts may be treated as one contract for the purpose of determining
the taxation of distributions prior to the Annuity Commencement Date. Please
consult your tax adviser for additional information.

WE ENCOURAGE YOU TO CONSULT WITH YOUR TAX ADVISER BEFORE MAKING ANY SURRENDERS.
PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE INFORMATION.

ANNUITY PAYOUTS
- --------------------------------------------------------------------------------

THIS SECTION DESCRIBES WHAT HAPPENS WHEN WE BEGIN TO MAKE REGULAR ANNUITY
PAYOUTS FROM YOUR CONTRACT. YOU, AS THE CONTRACT OWNER, SHOULD ANSWER FIVE
QUESTIONS:

    1.  When do you want Annuity Payouts to begin?

    2.  Which Annuity Payout Option do you want to use?

    3.  How often do you want to receive Annuity Payouts?

    4.  What is the Assumed Investment Return?

    5.  Do you want Annuity Payouts to be fixed or variable or a combination?

Please check with your financial advisor to select the Annuity Payout Option
that best meets your income needs.

1. WHEN DO YOU WANT ANNUITY PAYOUTS TO BEGIN?

You select an Annuity Commencement Date when you purchase your Contract or at
any time before you begin receiving Annuity Payouts. You may change the Annuity
Commencement Date by notifying us within thirty days prior to the date. The
Annuity Commencement Date cannot be deferred beyond the 15th day of the month of
the Annuitant's 90th birthday.

The Annuity Calculation Date is when the amount of your Annuity Payout is
determined. This occurs within five Valuation Days before your selected Annuity
Commencement Date.

All Annuity Payouts, regardless of frequency, will occur on the same day of the
month as the Annuity Commencement Date. After the initial payout, if an Annuity
Payout date falls on a Non-Valuation Day, the Annuity Payout is computed on the
prior Valuation Day. If the Annuity Payout date does not occur in a given month
due to a leap year or months with only 28 days (i.e. the 31st), the Annuity
Payout will be computed on the last Valuation Day of the month.
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22                                               HARTFORD LIFE INSURANCE COMPANY
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2. WHICH ANNUITY PAYOUT OPTION DO YOU WANT TO USE?

Your Contract contains the Annuity Payout Options described below. The Annuity
Proceeds Settlement Option, is an option that can be elected by the Beneficiary
after the death of the Contract Owner and is described in the "Death Benefit"
section. We may at times offer other Annuity Payout Options.

OPTION 1 -- LIFE ANNUITY -- We make Annuity Payouts as long as the Annuitant is
living. When the Annuitant dies, we stop making Annuity Payouts. A Payee would
receive only one Annuity Payout if the Annuitant dies after the first payout,
two Annuity Payouts if the Annuitant dies after the second payout, and so forth.

OPTION 2 -- LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN -- We
make monthly Annuity Payouts during the lifetime of the Annuitant but Annuity
Payouts are at least guaranteed for a minimum of 120, 180 or 240 months, as you
elect. If, at the death of the Annuitant, Annuity Payouts have been made for
less than the minimum elected number of months, then the Commuted Value as of
the date of the Annuitant's death will be paid in one sum to the Beneficiary.

OPTION 3 -- UNIT REFUND LIFE ANNUITY -- We make monthly Annuity Payouts during
the lifetime of the Annuitant. Upon the death of the Annuitant, the Beneficiary
may receive an excess payment. We determine if an excess payment is due by
dividing (a) by (b), where (a) is equal to the amount available for this Annuity
Payout Option on the Annuity Commencement Date divided by the Annuity Unit Value
on the Annuity Commencement Date and (b) is equal to the number of Annuity Units
represented by each monthly Annuity Payout already made multiplied by the number
of Annuity Payouts made.

If that amount is a positive number, we then multiply the excess payment by the
Annuity Unit Value as of the date we receive a certified death certificate or
other legal document acceptable to us. That amount is then paid to the
Beneficiary.

OPTION 4 -- JOINT AND LAST SURVIVOR LIFE ANNUITY -- We will make Annuity Payouts
as long as the Annuitant and Joint Annuitant are living. When one Annuitant
dies, we continue to make Annuity Payouts to the other Annuitant until that
second Annuitant dies. When choosing this option, you must decide what will
happen to the Annuity Payouts after the first Annuitant dies. You must select
Annuity Payouts that:

- - Remain the same at 100%, or

- - Decrease to 66.67%, or

- - Decrease to 50%.

For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.

OPTION 5 -- PAYMENTS FOR A DESIGNATED PERIOD -- We will make Annuity Payouts for
the number of years that you select. You can select between 5 years and 30
years.

IMPORTANT INFORMATION:

- - YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED THE PAYMENTS FOR A DESIGNATED PERIOD ANNUITY PAYOUT OPTION. A
  CONTINGENT DEFERRED SALES CHARGE MAY BE DEDUCTED.

- - For Non-Qualified Contracts, If you do not elect an Annuity Payout Option,
  fixed Annuity Payouts will automatically begin on the Annuity Commencement
  Date under the Life Annuity with 120 Monthly Payments Certain Annuity Payout
  Option.

- - For Qualified Contracts and Contracts issued in Texas, if you do not elect an
  Annuity Payout Option, fixed Annuity Payouts will begin automatically on the
  Annuity Commencement Date, under the Annuity Payout Option 1 -- Life Annuity.

3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you want the Payee to receive Annuity
Payouts. You may choose to receive Annuity Payouts:

- - monthly,

- - quarterly,

- - semi-annually, or

- - annually.

Once you select a frequency, it cannot be changed. If you do not make a
selection, the Payee will receive monthly Annuity Payouts. You must select a
frequency that results in an Annuity Payout of at least $20. If the amount falls
below $20, we have the right to change the frequency to bring the Annuity Payout
up to at least $20.

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return is the investment return used to calculate
variable Annuity Payouts. The Assumed Investment Return for your Annuity is 4%,
or in the case of some Contracts, 5%. The first Annuity Payout will be based
upon your Assumed Investment Return. The remaining Annuity Payouts will
fluctuate based on the actual investment results of the Sub-Accounts.

5. DO YOU WANT ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT, VARIABLE-DOLLAR AMOUNT
OR A COMBINATION?

You may choose an Annuity Payout Option with fixed-dollar amounts,
variable-dollar amounts or a combination depending on your income needs.

FIXED-DOLLAR AMOUNT ANNUITY PAYOUTS -- Once a fixed-dollar amount Annuity Payout
begins, you cannot change your selection to receive variable-dollar amount
Annuity Payout. You will receive equal fixed-dollar amount Annuity Payouts
throughout
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HARTFORD LIFE INSURANCE COMPANY                                               23
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the Annuity Payout period. Fixed-dollar amount Annuity Payout amounts are
determined by multiplying the Contract Value, minus any applicable Premium
Taxes, by an Annuity rate. The annuity rate is set by us and is not less than
the rate specified in the fixed-dollar amount Annuity Payout Option tables in
your Contract.

VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUTS -- A variable-dollar amount Annuity
Payout based on the investment performance of the Sub-Accounts. The
variable-dollar amount Annuity Payouts may fluctuate with the performance of the
underlying Funds. To begin making variable-dollar amount Annuity Payouts, we
convert the first Annuity Payout amount to a set number of Annuity Units and
then price those units to determine the Annuity Payout amount. The number of
Annuity Units that determines the Annuity Payout amount remains fixed unless you
transfer units between Sub-Accounts.

The dollar amount of the first variable Annuity Payout depends on:

- - the Annuity Payout Option chosen,

- - the Annuitant's attained age and gender (if applicable),and,

- - the applicable annuity purchase rates based on the 1983a Individual Annuity
  Mortality table

- - the Assumed Investment Return

The total amount of the first variable-dollar amount Annuity Payout is
determined by dividing the Contract Value minus any applicable Premium Taxes, by
$1,000 and multiplying the result by the payment factor defined in the Contract
for the selected Annuity Payout Option.

The dollar amount of each subsequent variable-dollar amount Annuity Payout is
equal to the total of:

Annuity Units for each Sub-Account multiplied by Annuity Unit Value for each
Sub-Account.

The Annuity Unit Value of each Sub-Account for any Valuation Period is equal to
the Accumulation Unit Value Net Investment Factor for the current Valuation
Period multiplied by the Annuity Unit factor, multiplied by the Annuity Unit
Value for the preceding Valuation Period.

COMBINATION ANNUITY PAYOUTS -- You may choose to receive a combination of
fixed-dollar amount and variable-dollar amount annuity payouts as long as they
total 100% of your Annuity Payout. For example, you may choose to receive 40%
fixed-dollar amount and 60% variable-dollar amount to meet your income needs.

OTHER PROGRAMS AVAILABLE
- --------------------------------------------------------------------------------

INVESTEASE-REGISTERED TRADEMARK- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically withdrawn from your checking
or savings account, and invested in your Contract. It is available for Premium
Payments made after your initial

Premium Payment. The minimum amount for each transfer is $50. You can elect to
have transfers occur either monthly or quarterly, and they can be made into any
Account available in your Contract.

DOLLAR COST AVERAGING PROGRAM -- You may choose to make systematic transfers
from one Sub-Account to other Sub-Accounts. You may only have one Dollar Cost
Averaging Program in place at any one time.

AUTOMATIC INCOME PROGRAM -- The Automatic Income Program allows you to Surrender
up to 10% of your total Premium Payments each Contract Year. We can Surrender
from the Accounts you select systematically on a monthly, quarterly, semiannual,
or annual basis. The Automatic Income Program may change based on your
instructions after your sixth Contract Year.

ASSET ALLOCATION PROGRAM -- Asset Allocation is a program that allows you to
choose an allocation for your Sub-Accounts to help you reach your investment
goals. Some Contracts offer model allocations with pre-selected Sub-Accounts and
percentages that have been established for each type of investor - ranging from
conservative to aggressive. Over time, Sub-Account performance may cause your
Contract's allocation percentages to change, but under the Asset Allocation
Program, your Sub-Account allocations are rebalanced to the percentages in the
current model you have chosen. You can transfer freely between allocation models
up to twelve times per year. You can also allocate a portion of your investment
to Sub-Accounts that may not be part of the model. You can only participate in
one asset allocation model at a time.

ASSET REBALANCING -- Asset Rebalancing is another type of asset allocation
program in which you customize your Sub-Accounts to meet your investment needs.
You select the Sub-Accounts and the percentages you want allocated to each Sub-
Account. Based on the frequency you select, your model will automatically
rebalance to the original percentages chosen. You can transfer freely between
models up to twelve times per year. You can also allocate a portion of your
investment to Sub-Accounts that are not part of the model. You can only
participate in one asset rebalancing model at a time.
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24                                               HARTFORD LIFE INSURANCE COMPANY
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OTHER INFORMATION

ASSIGNMENT -- Ownership of this Contract is generally assignable. However, if
the Contract is issued to a tax qualified retirement plan, it is possible that
the ownership of the Contract may not be transferred or assigned. An assignment
of a Non-Qualified Contract may subject the Contract Values or Surrender Value
to income taxes and certain penalty taxes.

CONTRACT MODIFICATION -- The Annuitant may not be changed. We may modify the
Contract, but no modification will effect the amount or term of any Contract
unless a modification is required to conform the Contract to applicable Federal
or State law. No modification will effect the method by which Contract Values
are determined.

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. HSD is registered with the Securities and Exchange Commission
under the Securities Exchange Act of 1934 as a Broker-Dealer and is a member of
the National Association of Securities Dealers, Inc. HSD is an affiliate of
ours. Our parent company indirectly owns 100% of HSD. The principal business
address of HSD is the same as ours. The securities will be sold by individuals
who represent us as insurance agents and who are registered representatives of
Broker-Dealers that have entered into distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 6% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on Premium Payments made by
policyholders or Contract Owners. This compensation is usually paid from the
sales charges described in this Prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or Contract
Owners to purchase, hold or Surrender variable insurance products.

YEAR 2000

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

The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive data to Hartford, and whose operations are
important to Hartford's business.

INTERNAL YEAR 2000 EFFORTS AND TIMETABLE -- Beginning in 1990, Hartford began
working on making its IT systems Year 2000 ready, either through installing new
programs or replacing systems. Since January 1998, Hartford's Year 2000 efforts
have focused on the remaining Year 2000 issues related to IT and non-IT systems
in all of Hartford's business segments. These Year 2000 efforts include the
following five main initiatives: (1) identifying and assessing Year 2000 issues;
(2) taking actions to remediate IT and non-IT systems so that they are Year 2000
ready; (3) testing IT and non-IT systems for Year 2000 readiness; (4) deploying
such remediated and tested systems back into their respective production
environments; and (5) conducting internal and external integrated testing of
such systems. As of December 31, 1998, Hartford substantially completed
initiatives (1) through (4) of its internal Year 2000 efforts. Hartford is
currently performing initiative (5) and management currently anticipates that
such activity will continue into the fourth quarter of 1999.

THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE -- Hartford's Year 2000 efforts
include assessing the potential impact on
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HARTFORD LIFE INSURANCE COMPANY                                               25
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Hartford of third parties' Year 2000 readiness. Hartford's third party Year 2000
efforts include the following three main initiatives: (1) identifying third
parties which have significant business relationships with Hartford, including,
without limitation, insurance agents, brokers, third party administrators, banks
and other distributors and servicers of financial products, and inquiring of
such third parties regarding their Year 2000 readiness; (2) evaluating such
third parties' responses to Hartford's inquiries; and (3) based on the
evaluation of third party responses (or a third party's failure to respond) and
the significance of the business relationship, conducting additional activities
with respect to third parties as determined to be necessary in each case. These
activities may include conducting additional inquiries, more in-depth
evaluations of Year 2000 readiness and plans, and integrated IT systems testing.
Hartford has substantially completed third party initiatives (1) and (2).
Hartford is currently conducting the additional activities described in
initiative (3) and management currently anticipates that it will continue to do
so through the end of 1999. However, notwithstanding these third party Year 2000
efforts, Hartford does not have control over these third parties and, as a
result, Hartford cannot currently determine to what extent future operating
results may be adversely affected by the failure of these third parties to
adequately address their Year 2000 issues.

YEAR 2000 COSTS -- The after-tax costs of Hartford's Year 2000 program that were
incurred prior to the year ended December 31, 1998 were not material to
Hartford's financial condition or results of operations. For the year ended
December 31, 1998, the after-tax costs were approximately $4 million. Management
currently estimates that after-tax costs related to the Year 2000 program to be
incurred in 1999 will be less than $10 million. These costs are being expensed
as incurred.

RISKS AND CONTINGENCY PLANS -- If significant Year 2000 problems arise,
including problems arising with third parties, failures of IT and non-IT systems
could occur, which in turn could result in substantial interruptions in
Hartford's business. In addition, Hartford's investing activities are an
important aspect of its business and Hartford may be exposed to the risk that
issuers of investments held by it will be adversely impacted by Year 2000
issues. Given the uncertain nature of Year 2000 problems that may arise,
especially those related to the readiness of third parties discussed above,
management cannot determine at this time whether the consequences of Year 2000
related problems that could arise will have a material impact on Hartford's
financial condition or results of operations.

Hartford has substantially completed the development of certain contingency
plans so that if, despite its Year 2000 efforts, Year 2000 problems ultimately
arise, the impact of such problems may be avoided or minimized. The contingency
planning process involved identifying reasonably likely business disruption
scenarios that, if they were to occur, could create significant problems in
critical functions of Hartford. Hartford has developed plans to respond to such
problems so that critical business functions may continue to operate with
minimal disruption. Contingency planning also included assessing the dependency
of business functions on critical third parties and their Year 2000 readiness.
These plans will then be reviewed and tested on an integrated basis for the
remainder of the year. Furthermore, in many contexts, Year 2000 issues are
dynamic, and ongoing assessments of business functions, vulnerabilities and
risks must be made. As such, new contingency plans may be needed in the future
and/or existing plans may need to be modified as circumstances warrant.

LEGAL MATTERS AND EXPERTS

There are no material legal proceedings pending to which the Separate Account is
a party.

Counsel with respect to federal laws and regulations applicable to the issue and
sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
Senior Vice President, General Counsel and Corporate Secretary, Hartford Life
Insurance Company, P.O. Box 2999, Hartford, Connecticut 06104-2999.

The audited financial statements and financial statement schedules included in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports. The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

MORE INFORMATION

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

Hartford Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, Connecticut 06102-5085.
Telephone: (800) 862-6668 (Contract Owners)
         (800) 862-7155 (Investment Consultants)

FEDERAL TAX CONSIDERATIONS
- --------------------------------------------------------------------------------

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

A. GENERAL

Since federal tax law is complex, the tax consequences of purchasing this
contract will vary depending on your situation. You may need tax or legal advice
to help you determine whether purchasing this contract is right for you.

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

B. TAXATION OF HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Value of Accumulation Units"). As a
result, such investment income and realized capital gains are automatically
applied to increase reserves under the Contract.

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

C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
QUALIFIED RETIREMENT PLANS

Section 72 of the Code governs the taxation of annuities in general.

 1. NON-NATURAL PERSONS, CORPORATIONS, ETC.

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

- - certain annuities held by structured settlement companies,

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

- - certain immediate annuities.

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

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

 2. OTHER CONTRACT OWNERS (NATURAL PERSONS).

A Contract Owner is not taxed on increases in the value of the Contract until an
amount is received or deemed received, e.g., in the form of a lump sum payment
(full or partial value of a Contract) or as Annuity payments under the
settlement option elected.

The provisions of Section 72 of the Code concerning distributions are summarized
briefly below. Also summarized are special rules affecting distributions from
Contracts obtained in a tax-free exchange for other annuity contracts or life
insurance contracts which were purchased prior to August 14, 1982.

    a. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

  i. Total premium payments less amounts received which were not includable in
     gross income equal the "investment in the contract" under Section 72 of the
     Code.

 ii. To the extent that the value of the Contract (ignoring any surrender
     charges except on a full surrender) exceeds the "investment in the
     contract," such excess constitutes the "income on the contract."

 iii. Any amount received or deemed received prior to the Annuity Commencement
      Date (e.g., upon a partial surrender) is deemed to come first from any
      such "income on the contract" and then from "investment in the contract,"
      and for these purposes such "income on the contract" shall be computed by
      reference to any aggregation rule in subparagraph 2.c. below. As a result,
      any such amount received or deemed received (1) shall be includable in
      gross income to the extent that such amount does not exceed any such
      "income on the contract," and (2) shall not be includable in gross income
      to the extent that such amount does exceed any such "income on the
      contract." If at the time that any amount is received or deemed received
      there is no "income on the contract" (e.g., because the gross value of the
      Contract does not exceed the "investment in the contract" and no
      aggregation rule applies), then such amount received or deemed received
      will not be includable in gross income, and will simply reduce the
      "investment in the contract."

 iv. The receipt of any amount as a loan under the Contract or the assignment or
     pledge of any portion of the value of the Contract shall be treated as an
     amount received for purposes of this subparagraph a. and the next
     subparagraph

 v. In general, the transfer of the Contract, without full and adequate
    consideration, will be treated as an amount received for purposes of this
    subparagraph a. and the next subparagraph b. This transfer rule does not
    apply, however, to certain transfers of property between spouses or incident
    to divorce.

    b. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

Annuity payments made periodically after the Annuity Commencement Date are
includable in gross income to the extent the payments exceed the amount
determined by the application of the ratio of the "investment in the contract"
to the total amount of the payments to be made after the Annuity Commencement
Date (the "exclusion ratio").
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               27
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  i. When the total of amounts excluded from income by application of the
     exclusion ratio is equal to the investment in the contract as of the
     Annuity Commencement Date, any additional payments (including surrenders)
     will be entirely includable in gross income.

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

 iii. Generally, nonperiodic amounts received or deemed received after the
      Annuity Commencement Date are not entitled to any exclusion ratio and
      shall be fully includable in gross income. However, upon a full surrender
      after such date, only the excess of the amount received (after any
      surrender charge) over the remaining "investment in the contract" shall be
      includable in gross income (except to the extent that the aggregation rule
      referred to in the next subparagraph c. may apply).

    c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

Contracts issued after October 21, 1988 by the same Contract Owner within the
same calendar year (other than certain contracts held in connection with a
tax-qualified retirement arrangement) will be treated as one annuity Contract
for the purpose of determining the taxation of distributions prior to the
Annuity Commencement Date. An annuity contract received in a tax-free exchange
for another annuity contract or life insurance contract may be treated as a new
Contract for this purpose. Hartford believes that for any annuity subject to
such aggregation, the values under the Contracts and the investment in the
contracts will be added together to determine the taxation under subparagraph
2.a., above, of amounts received or deemed received prior to the Annuity
Commencement Date. Withdrawals will first be treated as withdrawals of income
until all of the income from all such Contracts is withdrawn. As of the date of
this Prospectus, there are no regulations interpreting this provision.

    d. 10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
       PAYMENTS.

  i. If any amount is received or deemed received on the Contract (before or
     after the Annuity Commencement Date), the Code applies a penalty tax equal
     to ten percent of the portion of the amount includable in gross income,
     unless an exception applies.

 ii. The 10% penalty tax will not apply to the following distributions
     (exceptions vary based upon the precise plan involved):

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

     2. Distributions made on or after the death of the holder or where the
        holder is not an individual, the death of the primary annuitant.

     3. Distributions attributable to a recipient's becoming disabled.

     4. A distribution that is part of a scheduled series of substantially equal
        periodic payments (not less frequently than annually) for the life (or
        life expectancy) of the recipient (or the joint lives or life
        expectancies of the recipient and the recipient's designated
        Beneficiary).

     5. Distributions of amounts which are allocable to the "investment in the
        contract" prior to August 14, 1982 (see next subparagraph e.).

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income., In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
exchange Contracts are generally subject to the rules described in this
subparagraph 3.
<PAGE>
28                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

    f. REQUIRED DISTRIBUTIONS

  i. Death of Contract Owner or Primary Annuitant
    Subject to the alternative election or spouse beneficiary provisions in ii
    or iii below:

     1. If any Contract Owner dies on or after the Annuity Commencement Date and
        before the entire interest in the Contract has been distributed, the
        remaining portion of such interest shall be distributed at least as
        rapidly as under the method of distribution being used as of the date of
        such death;

     2. If any Contract Owner dies before the Annuity Commencement Date, the
        entire interest in the Contract will be distributed within 5 years after
        such death; and

     3. If the Contract Owner is not an individual, then for purposes of 1. or
        2. above, the primary annuitant under the Contract shall be treated as
        the Contract Owner, and any change in the primary annuitant shall be
        treated as the death of the Contract Owner. The primary annuitant is the
        individual, the events in the life of whom are of primary importance in
        affecting the timing or amount of the payout under the Contract.

 ii. Alternative Election to Satisfy Distribution Requirements If any portion of
     the interest of a Contract Owner described in i. above is payable to or for
     the benefit of a designated beneficiary, such beneficiary may elect to have
     the portion distributed over a period that does not extend beyond the life
     or life expectancy of the beneficiary. The election must be made and
     payments must begin within a year of the death.

 iii. Spouse Beneficiary
    If any portion of the interest of a Contract Owner is payable to or for the
    benefit of his or her spouse, and the Annuitant or Contingent Annuitant is
    living, such spouse shall be treated as the Contract Owner of such portion
    for purposes of section i. above. This spousal continuation shall apply only
    once for this contract.

 3. DIVERSIFICATION REQUIREMENTS.

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

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

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

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

- - no more than 80% is represented by any three investments and

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

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

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

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

 4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.

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

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

In its explanation of the diversification regulations, the Treasury Department
recognized that the temporary regulations "do not provide guidance concerning
the circumstances in which investor control of the investments of a segregated
asset account may cause the investor, rather than the insurance company, to be
treated as the owner of the assets in the account." The explanation further
indicates that "the temporary regulations provide that in appropriate cases a
segregated asset account may include multiple sub-accounts, but do not specify
the extent to which policyholders may direct their investments to particular
sub-accounts without being treated as the owners of the underlying assets.
Guidance on this and other issues will be provided in regulations or revenue
rulings under Section 817(d), relating to the definition of variable contract."
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               29
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The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

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

D. FEDERAL INCOME TAX WITHHOLDING

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 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 there is no election to waive withholding, 10% of the
taxable distribution will be withheld as federal income tax. Election forms will
be provided at the time distributions are requested. If the necessary election
forms are not submitted to Hartford, Hartford will automatically withhold 10% of
the taxable distribution.

 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. GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS

The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I for information relative to the types of plans
for which it may be used and the general explanation of the tax features of such
plans.

F. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal income
tax consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal income tax and withholding on annuity distributions at a 30% rate,
unless a lower treaty rate applies. In addition, purchasers may be subject to
state premium tax, other state and/or municipal taxes, and taxes that may be
imposed by the purchaser's country of citizenship or residence. Prospective
purchasers are advised to consult with a qualified tax adviser regarding U.S.,
state, and foreign taxation with respect to an annuity purchase.
<PAGE>
30                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED PLANS

The tax rules applicable to tax-Qualified Contract Owners, including
restrictions on contributions and distributions, taxation of distributions and
tax penalties, vary according to the type of plan as well as the terms and
conditions of the plan itself. Various tax penalties may apply to contributions
in excess of applicable limits, distributions prior to age 59 1/2 (subject to
certain exceptions), distributions which do not conform to applicable
commencement and minimum distribution rules, and certain other transactions with
respect to tax-qualified plans. Therefore, this summary does not attempt to
provide more than general information about the tax rules associated with use of
a Contract by a tax-qualified retirement plan. Contract Owners, plan
participants and beneficiaries are cautioned that the rights and benefits of any
person to benefits may be controlled by the terms and conditions of the
tax-qualified retirement plan itself, regardless of the terms and conditions of
a Contract, but that Hartford is not bound by the terms and conditions of such
plans to the extent such terms conflict with a Contract, unless Hartford
specifically consents to be bound. Additionally, some tax-qualified retirement
plans are subject to distribution and other requirements that are not
incorporated into Hartford's administrative procedures. Contract Owners,
participants and beneficiaries are responsible for determining that
contributions, distributions and other transactions comply with applicable law.
Because of the complexity of these rules, owners, participants and beneficiaries
are encouraged to consult their own tax advisors as to specific tax
consequences.

A. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS -- Provisions of the Code
permit eligible employers to establish tax-qualified pension or profit sharing
plans (described in Section 401(a) and 401(k), if applicable, and exempt from
taxation under Section 501(a) of the Code), and Simplified Employee Pension
Plans (described in Section 408(k)). Such plans are subject to limitations on
the amount that may be contributed, the persons who may be eligible to
participate and the time when distributions must commence. Employers intending
to use these Contracts in connection with tax-qualified pension or profit-
sharing plans should seek competent tax and other legal advice.

B. TAX SHELTERED ANNUITIES UNDER SECTION 403(b) -- Section 403(b) of the Code
permits public school employees and employees of certain types of charitable,
educational and scientific organizations, as specified in Section 501(c)(3) of
the Code, to purchase Annuity Contracts, and, subject to certain limitations, to
exclude such contributions from gross income. Generally, such contributions may
not exceed the lesser of $10,000 (indexed) or 20% of an employee's "includable
compensation" for such employee's most recent full year of employment, subject
to other adjustments. Special provisions under the Code may allow some employees
to elect a different overall limitation.

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

(1) After the participating employee attains age 59 1/2;

(2) Upon separation from service;

(3) Upon death or disability; or

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

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

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

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

In general, distributions from an Eligible Deferred Compensation Plan are
prohibited under Section 457 of the Code unless made
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               31
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after the participating employee attains age 70 1/2, separates from service,
dies, or suffers an unforeseeable financial emergency. Present federal tax law
does not allow tax-free transfers or rollovers for amounts accumulated in a
Section 457 plan except for transfers to other Section 457 plans in limited
cases.

D. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408 -- Section 408 of the Code
permits eligible individuals to establish individual retirement programs through
the purchase of Individual Retirement Annuities ("IRAs"). IRAs are subject to
limitations on the amount that may be contributed, the contributions that may be
deducted from taxable income, the persons who may be eligible and the time when
distributions may commence. Also, distributions from certain qualified plans may
be "rolled-over" on a tax-deferred basis into an IRA.

The Contracts may be offered as SIMPLE IRAs in connection with a SIMPLE IRA plan
of an employer. Special rollover rules apply to SIMPLE IRAs. Amounts can be
rolled over from one SIMPLE IRA to another SIMPLE IRA. However, amounts can be
rolled over from a SIMPLE IRA to a regular IRA only after two years have expired
since the participant first commenced participation in your employer's SIMPLE
IRA plan. Amounts cannot be rolled over to a SIMPLE IRA from a qualified plan or
a regular IRA. Hartford is a non-designated financial institution.

Beginning in 1998, the Contracts may be offered as ROTH IRAs under Section 408A
of the Code. Contributions to a ROTH IRA are not deductible. Subject to special
limitations, a regular IRA may be converted into a ROTH IRA or a distribution
from a regular IRA may be rolled over to a ROTH IRA. However, a conversion or a
rollover from a regular IRA to a ROTH IRA is not excludable from gross income.
If certain conditions are met, qualified distributions from a ROTH IRA are
tax-free.

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

1. PREMATURE DISTRIBUTION -- Distributions from a tax-qualified plan before the
Participant attains age 59 1/2 are generally subject to an additional penalty
tax equal to 10% of the taxable portion of the distribution. The 10% penalty
does not apply to distributions made after the employee's death, on Account of
disability, for eligible medical expenses and distributions in the form of a
life Annuity and, except in the case of an IRA, certain distributions after
separation from service after age 55. For these purposes, a life Annuity means a
scheduled series of substantially equal periodic payments for the life or life
expectancy of the Participant (or the joint lives or life expectancies of the
Participant and Beneficiary).

In addition, effective for distributions made from an IRA after December 31,
1997, there is no such penalty tax on distributions that do not exceed the
amount of certain qualifying higher education expenses, as defined by Section
72(t)(7) of the Code, or which are qualified first-time home buyer distributions
meeting the requirements of Section 72(t)(8) of the Code.

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

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

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than April 1 of the calendar
year following the later of (i) the calendar year in which the individual
attains age 70 1/2 or (ii) the calendar year in which the individual retires
from service with the employer sponsoring the plan ("required beginning date").
However, the required beginning date for an individual who is a five (5) percent
owner (as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2. The entire interest of the Participant must be distributed beginning no
later than the required beginning date over a period that may not extend beyond
a maximum of the life expectancy of the Participant and a designated
Beneficiary. Each annual distribution must equal or exceed a "minimum
distribution amount" which is determined by dividing the Account balance by the
applicable life expectancy. This Account balance is generally based upon the
Account value as of the close of business on the last day of the previous
calendar year. In addition, minimum distribution incidental benefit rules may
require a larger annual distribution.

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

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

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

Other distributions from such other tax-qualified retirement plans are generally
subject to mandatory income tax withholding at the flat rate of 20% unless such
distributions are:

    a)  The non-taxable portion of the distribution;

    b)  Required minimum distributions; or

    c)  Direct transfer distributions.

Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code section 401(a)(31).
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               33
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TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

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

    a.  Attained age 59 1/2,

    b.  Separated from service,

    c.  Died, or

    d.  Become disabled.

Distributions of post December 31, 1988 contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made prior to age 59 1/2
because of financial hardship or separation from service.

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

Please complete the following and return to:

    Hartford Life Insurance Company
    Individual Annuity Services
    P.O. Box 5085
    Hartford, CT 06102-5085

                                              Name of Contract Owner/Participant
     ---------------------------------------------------------------------------

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

City or Plan/School District
- --------------------------------------------------------------------------------

Date:
- --------------------------------------------------------------------------------

Contract No:
- --------------------------------------------------------------------------------

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

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

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

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

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

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

                                        PART B

                        STATEMENT OF ADDITIONAL INFORMATION

                          HARTFORD LIFE INSURANCE COMPANY
                                SEPARATE ACCOUNT TWO


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: Individual Annuity Services, P.O. Box 5085, Hartford, Connecticut
06102-5085.



Date of Prospectus: October 1, 1999


Date of Statement of Additional Information: October 1, 1999









Form HV-1878-7
Printed in U.S.A.
<PAGE>


                                  TABLE OF CONTENTS

SECTION                                                                     PAGE
- -------                                                                     ----
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

SUBSTITUTION OF OTHER SHARES AS AN UNDERLYING
INVESTMENT MEDIUM OF THE 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 . . . . . . . . . . . . . .

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

  E.  Determination of Amount of First Monthly Annuity Payment-Fixed
      and Variable . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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


                                          2
<PAGE>

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

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

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



                                          3
<PAGE>

                                    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 may or may 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").


The Purchase Payments under a contract, less any applicable premium taxes, will
be applied to the Separate Account.  Accordingly, the new Purchase Payment under
the contract will be applied to purchase interests in one or more of the
Hartford Advisers HLS Fund, Hartford Capital Appreciation HLS Fund, Hartford
Bond HLS Fund, Hartford International Opportunities HLS Fund, Hartford Money
Market HLS Fund, Hartford Mortgage Securities HLS Fund, Hartford Stock HLS Fund,
Hartford Index HLS Fund, Hartford Dividend & Growth HLS Fund, Hartford
International Advisers HLS Fund, Hartford MidCap HLS Fund, Hartford Small
Company HLS Fund and Hartford Growth and Income HLS Fund, Hartford High Yield
HLS Fund and Hartford Global Leaders HLS Fund Sub-Accounts.

Shares of the Funds are purchased by the Separate Account without the imposition
of a sales charge.  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 Owner's contract at any
time will equal or exceed the Purchase Payments made.  However, if the Annuitant
or Contract Owner should die prior to the commencement of annuity payments, the
contracts provide that a death benefit equal to the cash value of the contract
as of the date due proof of death is received by Us shall be payable.  This
amount is the greater of (a) the Termination Value of the contract, or (b) 100%
of the total Purchase Payment for the contract, less any partial surrenders (See
"Payments of Benefits" in the Prospectus).


                    DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

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



                                          4
<PAGE>

                                 HARTFORD'S RATINGS


<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
        Rating Agency            Effective      Rating     Basis of Rating
                              Date of Rating
- -------------------------------------------------------------------------------
<S>                           <C>               <C>      <C>
 A.M. Best and Company, Inc.      1/1/99         A+      Financial performance
- -------------------------------------------------------------------------------
 Standard & Poor's                5/3/99         AA      Insurer financial
- -------------------------------------------------------------------------------
 Duff & Phelps                   12/21/98        AA+     Claims paying ability
- -------------------------------------------------------------------------------
</TABLE>


                                SAFEKEEPING OF ASSETS


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

                            INDEPENDENT PUBLIC ACCOUNTANTS


The audited financial statements and financial statement schedules included in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports.  The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.


                             DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as principal
underwriter for the securities issued with respect to the Separate Account and
will offer the Contracts on a continued basis.

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


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

HSD is registered with the Securities and Exchange Commission under the
Securities and Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD").

Hartford currently pays HSD underwriting commissions for its role as principal
underwriter of all variable annuities associated with this Separate Account.
For the past three years, the aggregate dollar amount of underwriting
commissions paid to HSD in


                                          5
<PAGE>

its role as principal underwriter has been: 1998: $61,629,500; 1997:
$64,851,026; and 1996:  $59,896,541.  For the applicable time periods, HSD has
retained none of these commissions.


                     SUBSTITUTION OF OTHER SHARES AS UNDERLYING
                         INVESTMENT MEDIUM OF THE CONTRACTS

If the shares of the Fund(s) become unavailable, then subject to obtaining the
prior approval of the Commission, other shares that are generally comparable in
character and quality may be substituted for the shares issued by the Fund whose
shares have become unavailable.  Such substitution may include shares previously
purchased or may affect only shares to be purchased.

Before any substitution may be made:

(l)  An order of the Commission approving such substitution under the provisions
     of Section 26(b) of the Investment Company Act of 1940, as amended, shall
     first be obtained;

(2)  Written notice of the proposed substitution shall have been given to the
     Contract Owners describing the new shares and notifying them that unless
     they surrender their contracts for termination within 30 days or determine
     to substitute the shares of the other Funds, they will conclusively be
     deemed to have authorized the substitution; and

(3)  In the case of substitution of new shares for shares previously purchased,
     new shares having an aggregate net asset value at least equal to the
     aggregate net asset value of the shares previously purchased, based on
     their published or quoted bid price, shall be provided.

Unless a Contract Owner, within 30 days from the date of the substitution
notice, shall give written notice that he desires to surrender his contract for
termination (in which event no contingent deferred sales charges shall be
applicable) or to accept in substitution the shares of the other Fund(s), we are
authorized to purchase the new shares, and, if the shares then held are to be
exchanged, to exchange the old shares for the new shares.

In the event of substitution, the Contract Owner is required to be advised in
writing within five days after such substitution is made and any expense of such
substitution shall be borne by the Contract Owner.

                                    ANNUITY PERIOD

A.   Annuity Payments


                                          6
<PAGE>

     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," in the Prospectus).

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

B.   Electing the Annuity Commencement Date and Form of Annuity

     The Contract Owner selects 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 normally be deferred beyond the
     Annuitant's 75th birthday.  An Annuity Commencement Date beyond the
     Annuitant's 75th birthday is available under certain circumstances.

     The Annuity Commencement Date and/or the Annuity option may be changed from
     time to time, but any such change must be made at least 30 days prior to
     the date on which Annuity payments are scheduled to begin.

     The contract contains the five optional Annuity forms described below.
     Options 2, 3 and 5 are available with respect to Qualified Plans only if
     the guaranteed payment period is less than the life expectancy of the
     Annuitant at the time the option becomes effective.  Such life expectancy
     shall be computed on the basis of the Annuity table prescribed by the
     Internal Revenue Service, or if none is prescribed, the mortality table
     then in use by us.

     If a Contract Owner does not elect otherwise, payments will automatically
     begin at age 65 under Option 2 with 120 monthly payments certain.

     When an Annuity is effected under a contract, unless otherwise specified,
     variable values will be applied to provide a Variable Annuity based on
     contract values as they are held in the various Sub-Accounts under the
     contracts.  The Contract Owner should consider the question of allocation
     of contract values among Sub-Accounts of the Separate Account and the
     General Account of Hartford to make certain that Annuity payments are based
     on the investment alternative best suited to the Contract Owner's needs for
     retirement.



                                          7
<PAGE>


     If at any time payments with respect to an Annuitant's Account of a
     Variable or a Fixed Annuity are or become less than $20.00 per payment, we
     have 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 the Annuitant
     and terminating with the last monthly payment preceding the death of the
     Annuitant.  This option offers the maximum level of monthly payments of any
     of the options since there is no guarantee of a minimum number of payments
     nor a provision for a death benefit payable to a Beneficiary.

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

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

     This Annuity option is an Annuity payable monthly during the lifetime of an
     Annuitant with the provision that if, at the death of the Annuitant,
     payments have been made for less than 120, 180 or 240 months, as elected,
     then the present value (computed on the basis of 4.00% interest compounded
     annually) as of the date of the Annuitant's death at the current dollar
     amount at the date of death of any remaining guaranteed monthly payments
     will be paid in one sum to the Beneficiary or Beneficiaries designated
     unless other provisions will have been made and approved by Us.


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

<TABLE>
<S>                                                             <C>
  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 month payment (8x5)                                     88.29
</TABLE>


                                          8
<PAGE>

     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 to the
     Beneficiary or Beneficiaries 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 monthly Annuity payment made           Annuity payments made

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

     For example, under a non-qualified contract, 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 126.080 (the number applicable to a
     male electing this option to commence at age 75), 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 $12,652.80, computed as follows:

     $20,000     (126.080 x 60) = $8,435.80
     -------  -
      $1.25
             or
     $16,000 - $7,564.80 = $8,435.20
     $8,435.20 x $1.50   = $12,652.80

     OPTION 4:  Joint and Last Survivor Annuity

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


                                          9
<PAGE>

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

     OPTION 5:  Payments for a Designated Period

     An amount payable monthly for the number of years selected which may be
     from 5 to 30 years.  The current value of the amount held under this Option
     may be redeemed in whole at any 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 Us.

     Option 5 is an option that does not involve life contingencies and thus no
     mortality guarantee.  Charges made during the Accumulation Period for the
     mortality undertaking under the contracts thus provide no real benefit to a
     Contract Owner.

     Under Option 5, the Contract Owner or Annuitant, as appropriate, may, at
     any time, surrender the contract and receive, within seven days, the
     current value of the account.

- --------------------------------------------------------------------------------
     Under any of the Annuity options above, excluding Option 5 (on a variable
     basis), no surrenders are permitted after Annuity payments commence.
- --------------------------------------------------------------------------------

D.   The Annuity Unit and Valuation

     The value of the Annuity Unit for each Sub-Account in the Separate Account
     for any day is determined by multiplying the value for the preceding day by
     the product of (1) the net investment factor (see, "How is the Accumulation
     Unit Value Determined?," in the Prospectus) for the day for which the
     Annuity Unit value is being calculated, and (2) 0.999892 (a factor to
     neutralize the assumed net investment rate of 4.00% per annum discussed in
     Section E. below).

<TABLE>
<CAPTION>
                 ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE
<S>                                                                 <C>
     1.   Net Investment Factor for period                           .011225
     2.   Adjustment for 4% Assumed Rate of Net Investment Return    .999892
     3.   2x(1+1.000000)                                            1.011116
     4.   Annuity Unit value, beginning of period                    .995995
     5.   Annuity Unit value, end of period (3x4)                   1.007066
</TABLE>


                                          10
<PAGE>

E.   Determination of Amount of First Monthly Annuity Payment-Fixed and Variable

     When Annuity payments are to commence, the value of the contract is
     determined as the product of the value of the Accumulation Unit credited to
     each Sub-Account as of the close of business on the fifth business day
     preceding the date the first Annuity payment is due and the number of
     Accumulation Units credited to each Sub-Account as of the date the Annuity
     is to commence.

     The contract contains tables indicating the dollar amount of the first
     monthly payment under the optional forms of Annuity for each $1,000 of
     value of a Sub-Account under a contract.  The first monthly payment varies
     according to the form of Annuity selected.  The contracts contains Annuity
     tables derived from the 1971 Individual Annuity Mortality table with an
     assumed interest rate ("A.I.R.") of 4.00% per annum.  The total first
     monthly Annuity payment, fixed and variable, is determined by multiplying
     the value (expressed in thousands of dollars) of a Sub-Account (less any
     applicable Premium Taxes) by the amount of the first monthly payment per
     $1,000 of value obtained from the tables in the contracts.

     The 4.00% interest rate assumed in the mortality tables would produce level
     Annuity payments if the net investment rate remained constant at 4.00%.  In
     fact, payments will vary up or down in the proportion that the net
     investment rate varies up or down from 4.00%.  A higher assumed interest
     rate may produce a higher initial payment but more slowly rising and more
     rapidly falling subsequent payments than would a 4.00% interest rate
     assumption.  An alternate A.I.R. of 5.00% is available on an optional
     basis.

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 for the appropriate
     Sub-Account as of the close of business on the fifth business day preceding
     the day on which the payment is due in order to determine the number of
     Annuity Units represented by the first payment.  This number of Annuity
     Units remains fixed during the Annuity Period, and in each subsequent month
     the dollar amount of the Annuity payment is determined by multiplying this
     fixed number of Annuity Units by the then current Annuity Unit value.

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.


                                          11
<PAGE>


                           CALCULATION OF YIELD AND RETURN

YIELD OF THE HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT.  As summarized in
the Prospectus under the heading "Performance Related Information," the yield
of the Hartford Money Market HLS Fund Sub-Account for a seven-day period (the
"base period") will be computed by determining the "net change in value"
(calculated as set forth below) of a hypothetical account having a balance of
one accumulation unit of the Sub-Account at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from Contract Owner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and then
multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent.  Net changes in value of a
hypothetical account will include net investment income of the account
(accrued daily dividends as declared by the underlying funds, less daily
expense charges of the account) for the period, but will not include realized
gains or losses or unrealized appreciation or depreciation on the underlying
fund shares.

The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from the
result, according to the following formula:

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

THE HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD
WILL VARY IN RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES
OF THE SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING
CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL
MAINTENANCE FEE.


The yield and effective yield for the seven day period ending June 30,
1999 for the Hartford Money Market HLS Fund Sub-Account was as follows ($25
Annual Maintenance Fee):


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
SUB-ACCOUNT                           YIELD                EFFECTIVE YIELD
- --------------------------------------------------------------------------------
<S>                                   <C>                  <C>
Hartford Money Market HLS Fund*        3.36%                     3.41%
- --------------------------------------------------------------------------------
</TABLE>


* Yield and effective yield for the seven day period ending June 30, 1999.

YIELDS OF HARTFORD BOND HLS FUND, HARTFORD HIGH YIELD HLS FUND, AND HARTFORD
MORTGAGE SECURITIES HLS FUND SUB-ACCOUNTS. As summarized in the Prospectus
under the heading "Performance Related Information," yields of the above
Sub-Accounts will be computed by annualizing a recent month's net investment
income, divided by a Fund share's net asset value on the last trading day of
that month.  Net changes in the value of a hypothetical account will assume
the change in the underlying mutual fund's "net asset value per share" for
the same period in addition to the daily expense charge assessed, at the
sub-account level for the respective period.  The Sub-Accounts' yields will
vary


                                          12
<PAGE>

from time to time depending upon market conditions and, the composition of the
underlying funds' portfolios. Yield should also be considered relative to
changes in the value of the Sub-Accounts' shares and to the relative risks
associated with the investment objectives and policies of the underlying Fund.

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

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

Example:
                                                             6
Current Yield Formula for the Sub-Account  2[((A-B)/(CD) + 1)  - 1]

Where     A = Dividends and interest earned during the period.
          B = Expenses accrued for the period (net of reimbursements).
          C = The average daily number of units outstanding during the period
              that were entitled to receive dividends.
          D = The maximum offering price per unit on the last day of the period.


<TABLE>
<CAPTION>
- ---------------------------------------------------------------------
SUB-ACCOUNT                                                    YIELD
- ---------------------------------------------------------------------
<S>                                                           <C>
Hartford Bond HLS Fund**                                       5.41%
- ---------------------------------------------------------------------
Hartford High Yield HLS Fund**                                 7.74%
- ---------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund**                        4.99%
- ---------------------------------------------------------------------
</TABLE>



**  Yield quotation based on a 30 day period ended June 30, 1999.


At any time in the future, yields and total return may be higher or lower than
past yields and there can be no assurance that any historical results will
continue.

The method of calculating yields described above for these Sub-Accounts differs
from the method used by the Sub-Accounts prior to May 1, 1988.  The denominator
of the fraction used to calculate yield was previously the average unit value
for the period calculated.  That denominator will hereafter be the unit value of
the Sub-Accounts on the last trading day of the period calculated.

CALCULATION OF TOTAL RETURN.  As summarized in the Prospectus under the heading
"Performance Related Information," total return is a measure of the change in
value of an investment in a Sub-Account over the period covered.  The formula
for total return used herein includes three steps: (1) calculating the value of
the hypothetical initial


                                          13
<PAGE>


investment of $1,000 as of the end of the period by multiplying the total
number of units owned at the end of the period by the unit value per unit on
the last trading day of the period; (2) assuming redemption at the end of the
period and deducting any applicable contingent deferred sales charge and (3)
dividing this account value for the hypothetical investor by the initial
$1,000 investment and annualizing the result for periods of less than one
year.  Total return will be calculated since the inception of the Separate
Account for one year, five years and ten years or some other relevant periods
if a Sub-Account has not been in existence for at least ten years.



The following are the standardized average annual total return quotations for
the Sub-Accounts for the period ended June 30, 1999.



     STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDED JUNE 30, 1999



<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                      INCEPTION   1 YEAR   5 YEAR   10 YEAR     SINCE
                                                    DATE                                 INCEPTION
- --------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>      <C>      <C>       <C>
Hartford Advisers HLS Fund                       3/31/83     5.79%   17.08%    11.46%    10.83%
- --------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                           8/31/77    -8.46%    4.04%     4.72%     4.61%
- --------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund            4/2/84    11.23%   20.02%    15.92%    13.09%
- --------------------------------------------------------------------------------------------------
Hartford Dividend & Growth HLS Fund               3/8/94     2.91%   19.98%     N/A      18.17%
- --------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                 9/30/98      N/A     N/A       N/A      40.13%
- --------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund              5/29/98    18.74%    N/A       N/A      20.19%
- --------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                     9/30/98      N/A     N/A       N/A      -2.14%
- --------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                           5/1/87    12.48%   23.99%    15.07%    13.04%
- --------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund          3/1/95    -2.32%    N/A       N/A       8.37%
- --------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund     7/2/90    -2.16%    6.60%     N/A       4.74%
- --------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                         7/30/97    23.67%    N/A       N/A      27.36%
- --------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                   6/30/80    -4.63%    1.39%     1.97%     2.40%
- --------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund             1/1/85    -6.04%    3.89%     4.42%     4.76%
- --------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                   8/9/96    15.35%    N/A       N/A      16.30%
- --------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                          8/31/77    14.61%   24.53%    15.36%    13.72%
- --------------------------------------------------------------------------------------------------
</TABLE>


     STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDED JUNE 30, 1999
                            WITH DEATH BENEFIT OPTION


<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                      INCEPTION   1 YEAR   5 YEAR   10 YEAR     SINCE
                                                    DATE                                 INCEPTION
- --------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>      <C>      <C>       <C>
Hartford Advisers HLS Fund                       3/31/83     5.62%   16.89%    11.28%    10.65%
- --------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                           8/31/77    -8.61%    3.87%     4.55%     4.43%
- --------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund            4/2/84    11.05%   19.83%    15.73%    12.91%
- --------------------------------------------------------------------------------------------------
Hartford Dividend & Growth HLS Fund               3/8/94     2.74%   19.79%     N/A      17.98%
- --------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                 9/30/98      N/A     N/A       N/A      39.96%
- --------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund              5/29/98    18.55%    N/A       N/A      19.99%
- --------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                     9/30/98      N/A     N/A       N/A      -2.25%
- --------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                           5/1/87    12.30%   23.79%    14.89%    12.85%
- --------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund          3/1/95    -2.48%    N/A       N/A       8.20%
- --------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund     7/2/90    -2.32%    6.42%     N/A       4.56%
- --------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                         7/30/97    23.47%    N/A       N/A      27.16%
- --------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                   6/30/80    -4.78%    1.23%     1.80%     2.26%
- --------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund             1/1/85    -6.20%    3.72%     4.25%     4.58%
- --------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                   8/9/96    15.17%    N/A       N/A      16.12%
- --------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                          8/31/77    14.42%   24.34%    15.18%    13.54%
- --------------------------------------------------------------------------------------------------
</TABLE>


In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return.  This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the contingent deferred sales charge and the Annual Maintenance Fee
are not deducted and the time periods used to calculate the return are based on
the inception of the underlying Funds.  Therefore, non-standardized total return
for a Sub-Account is higher than standardized total return for a Sub-Account.


The following are the non-standardized annualized total return quotations for
the Sub-Accounts for the period ended June 30, 1999.



                                          14
<PAGE>


         NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION
                    DATE OF THE SEPARATE ACCOUNT FOR PERIOD ENDED
                                    JUNE 30, 1999



<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                     INCEPTION   1 YEAR   5 YEAR   10 YEAR     SINCE
                                                   DATE                                 INCEPTION
- --------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>      <C>      <C>       <C>
Hartford Advisers HLS Fund                        3/31/83   14.29%   19.17%   13.31%     12.78%
- --------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                            8/31/77    0.04%    6.62%    6.72%      7.61%
- --------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund             4/2/84   19.73%   21.95%   17.49%     16.98%
- --------------------------------------------------------------------------------------------------
Hartford Dividend & Growth HLS Fund                3/8/94   11.41%   21.92%    N/A       20.27%
- --------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                  9/30/98     N/A     N/A      N/A       48.63%
- --------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund               5/29/98   27.24%    N/A      N/A       29.35%
- --------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                      9/30/98     N/A     N/A      N/A        6.36%
- --------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                            5/1/87   20.98%   25.87%   16.80%     14.89%
- --------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund           3/1/95    6.18%    N/A      N/A       11.15%
- --------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund      7/2/90    6.34%    9.09%    N/A        7.06%
- --------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                          7/30/97   32.17%    N/A      N/A       31.83%
- --------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                    6/30/80    3.87%    4.18%   4.24%       6.36%
- --------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund              1/1/85    2.46%    6.48%   6.44%       7.46%
- --------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                    8/9/96   23.85%    N/A      N/A       19.63%
- --------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                           8/31/77   23.11%   26.44%   17.13%     15.22%
- --------------------------------------------------------------------------------------------------
</TABLE>



  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
               THE SEPARATE ACCOUNT FOR YEAR ENDED JUNE 30, 1998
                         WITH DEATH BENEFIT OPTION



<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                     INCEPTION   1 YEAR   5 YEAR   10 YEAR     SINCE
                                                   DATE                                 INCEPTION
- --------------------------------------------------------------------------------------------------
<S>                                             <C>         <C>      <C>      <C>       <C>
Hartford Advisers HLS Fund                        3/31/83   14.12%   19.00%   13.14%     12.61%
- --------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                            8/31/77   -0.11%    6.46%    6.56%      7.45%
- --------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund             4/2/84   19.55%   21.77%   17.31%     16.80%
- --------------------------------------------------------------------------------------------------
Hartford Dividend & Growth HLS Fund                3/8/94   11.24%   21.74%    N/A       20.09%
- --------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                  9/30/98     N/A     N/A      N/A       48.46%
- --------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund               5/29/98   27.05%    N/A      N/A       29.15%
- --------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                      9/30/98     N/A     N/A      N/A        6.25%
- --------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                            5/1/87   20.80%   25.68%   16.63%     14.71%
- --------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund           3/1/95    6.02%    N/A      N/A       10.98%
- --------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund      7/2/90    6.18%    8.93%    N/A        6.90%
- --------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                          7/30/97   31.97%    N/A      N/A       31.63%
- --------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                    6/30/80    3.72%    4.03%   4.08%       6.20%
- --------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund              1/1/85    2.30%    6.32%   6.28%       7.29%
- --------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                    8/9/96   23.67%    N/A      N/A       19.45%
- --------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                           8/31/77   22.92%   26.25%   16.95%     15.05%
- --------------------------------------------------------------------------------------------------
</TABLE>


                               PERFORMANCE COMPARISONS


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


The total return and yield may also be used to compare the performance of the
Sub-Accounts against certain widely acknowledged outside standards or indices
for stock and bond market performance.  The Standard & Poor's Composite Index of
500 Stocks (the "S&P 500") is a market value-weighted and unmanaged index
showing the changes in the aggregate market value of 500 stocks relative to the
base period 1941-43.  The S&P 500 is composed almost entirely of common stocks
of companies listed on the New York Stock Exchange, although the common stocks
of a few companies listed on the American Stock Exchange or traded
over-the-counter are included.  The 500 companies represented include 400
industrial, 60 transportation and 40 financial services concerns.  The S&P 500
represents about 80% of the market value of all issues traded on the New York
Stock Exchange.


The NASDAQ-OTC Composite Price Index (The "NASDAQ Index") is a market


                                          15
<PAGE>

value-weighted and unmanaged index showing the changes in the aggregate market
value of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971.  The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system.  Only those
over-the-counter stocks having only one market maker or traded on exchanges are
excluded.


The Morgan Stanley Capital International EAFE Index (the "EAFE Index") is an
unmanaged index, which includes over 1,000 companies representing the stock
markets of Europe, Australia, New Zealand, and the Far East.  The EAFE Index is
weighted by market capitalization, and therefore, it has a heavy representation
in countries with large stock markets, such as Japan.


The Shearson Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government.  Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.


The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion.  To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rating
agency.


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



                                          16
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                             SA-1
- --------------------------------------------------------------------------------

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


We have audited the accompanying statements of assets and liabilities of
Hartford Life Insurance Company Separate Account Two (Bond Fund, Stock Fund,
Money Market Fund, Advisers Fund, Capital Appreciation Fund, Mortgage Securities
Fund, Index Fund, International Opportunities Fund, Dividend and Growth Fund,
International Advisers Fund, Small Company Fund, MidCap Fund, Smith Barney Cash
Portfolio, Smith Barney Appreciation Fund, Smith Barney Government Portfolio,
BB&T Growth & Income Fund, AmSouth Equity Income Fund, Mentor VIP Capital Growth
Fund, Mentor VIP Perpetual International Fund, and Mentor VIP Growth Fund)
(collectively, the Account) as of December 31, 1998, and the related statements
of operations and the statements of changes in net assets for the periods
presented. These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.


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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Account as of December 31,
1998, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.

Hartford, Connecticut

February 16, 1999                                            ARTHUR ANDERSEN LLP



<PAGE>
SA-2                                             HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF ASSETS AND LIABILITIES
 DECEMBER 31, 1998

<TABLE>
<CAPTION>
                            BOND FUND      STOCK FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------  --------------
<S>                        <C>           <C>
ASSETS:
  Investments:
    Hartford Bond HLS
     Fund, Inc. - Class
     IA
    Shares 349,618,159
    Cost $365,928,024
      Market Value.......  $377,820,108        --
    Hartford Stock HLS
     Fund, Inc. - Class
     IA
      Shares 380,740,509
      Cost $1,321,699,321
      Market Value.......       --       $2,498,292,052
    Hartford Money Market
     HLS Fund, Inc. -
     Class IA
      Shares 342,816,331
      Cost $342,816,331
      Market Value.......       --             --
    Hartford Advisers HLS
     Fund, Inc. - Class
     IA
      Shares
      1,646,987,741
      Cost $3,054,571,935
      Market Value.......       --             --
    Hartford Capital
     Appreciation HLS
     Fund, Inc. - Class
     IA
      Shares 417,240,558
      Cost $1,302,905,756
      Market Value.......       --             --
    Hartford Mortgage
     Securities HLS Fund,
     Inc. - Class IA
      Shares 175,411,395
      Cost $189,578,583
      Market Value.......       --             --
    Hartford Index HLS
     Fund, Inc. - Class
     IA
      Shares 174,516,110
      Cost $371,361,315
      Market Value.......       --             --
    Hartford
     International
     Opportunities HLS
     Fund, Inc. - Class
     IA
      Shares 294,203,798
      Cost $340,518,189
      Market Value.......       --             --
    Hartford Dividend and
     Growth HLS Fund,
     Inc. - Class IA
      Shares 451,028,566
      Cost $725,280,325
      Market Value.......       --             --
  Due from Hartford Life
   Insurance Company.....       204,248         389,733
  Receivable from fund
   shares sold...........       --             --
                           ------------  --------------
  Total Assets...........   378,024,356   2,498,681,785
                           ------------  --------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....       --             --
  Payable for fund shares
   purchased.............       204,309         389,945
                           ------------  --------------
  Total Liabilities......       204,309         389,945
                           ------------  --------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $377,820,047  $2,498,291,840
                           ------------  --------------
                           ------------  --------------
</TABLE>

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                             SA-3
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              MONEY                           CAPITAL             MORTGAGE
                           MARKET FUND   ADVISERS FUND   APPRECIATION FUND    SECURITIES FUND      INDEX FUND
                           SUB-ACCOUNT    SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------  --------------  ------------------   ----------------   --------------
<S>                        <C>           <C>             <C>                  <C>                <C>
ASSETS:
  Investments:
    Hartford Bond HLS
     Fund, Inc. - Class
     IA
    Shares 349,618,159
    Cost $365,928,024
      Market Value.......      --             --                --                  --                 --
    Hartford Stock HLS
     Fund, Inc. - Class
     IA
      Shares 380,740,509
      Cost $1,321,699,321
      Market Value.......      --             --                --                  --                 --
    Hartford Money Market
     HLS Fund, Inc. -
     Class IA
      Shares 342,816,331
      Cost $342,816,331
      Market Value.......  $342,816,331       --                --                  --                 --
    Hartford Advisers HLS
     Fund, Inc. - Class
     IA
      Shares
      1,646,987,741
      Cost $3,054,571,935
      Market Value.......      --        $4,916,675,095         --                  --                 --
    Hartford Capital
     Appreciation HLS
     Fund, Inc. - Class
     IA
      Shares 417,240,558
      Cost $1,302,905,756
      Market Value.......      --             --           $1,985,681,614           --                 --
    Hartford Mortgage
     Securities HLS Fund,
     Inc. - Class IA
      Shares 175,411,395
      Cost $189,578,583
      Market Value.......      --             --                --              $190,242,955           --
    Hartford Index HLS
     Fund, Inc. - Class
     IA
      Shares 174,516,110
      Cost $371,361,315
      Market Value.......      --             --                --                  --           $  623,101,394
    Hartford
     International
     Opportunities HLS
     Fund, Inc. - Class
     IA
      Shares 294,203,798
      Cost $340,518,189
      Market Value.......      --             --                --                  --                 --
    Hartford Dividend and
     Growth HLS Fund,
     Inc. - Class IA
      Shares 451,028,566
      Cost $725,280,325
      Market Value.......      --             --                --                  --                 --
  Due from Hartford Life
   Insurance Company.....      --              662,986         10,643,121           --                  267,176
  Receivable from fund
   shares sold...........   19,488,693        --                --                   412,430           --
                           ------------  --------------  ------------------   ----------------   --------------
  Total Assets...........  362,305,024   4,917,338,081      1,996,324,735        190,655,385        623,368,570
                           ------------  --------------  ------------------   ----------------   --------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....   19,483,630        --                --                   408,162           --
  Payable for fund shares
   purchased.............      --              664,510         10,643,361           --                  267,984
                           ------------  --------------  ------------------   ----------------   --------------
  Total Liabilities......   19,483,630         664,510         10,643,361            408,162            267,984
                           ------------  --------------  ------------------   ----------------   --------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $342,821,394  $4,916,673,571    $1,985,681,374       $190,247,223     $  623,100,586
                           ------------  --------------  ------------------   ----------------   --------------
                           ------------  --------------  ------------------   ----------------   --------------

<CAPTION>
                              INTERNATIONAL       DIVIDEND AND
                           OPPORTUNITIES FUND      GROWTH FUND
                               SUB-ACCOUNT         SUB-ACCOUNT
                           -------------------   ---------------
<S>                        <C>                   <C>
ASSETS:
  Investments:
    Hartford Bond HLS
     Fund, Inc. - Class
     IA
    Shares 349,618,159
    Cost $365,928,024
      Market Value.......         --                  --
    Hartford Stock HLS
     Fund, Inc. - Class
     IA
      Shares 380,740,509
      Cost $1,321,699,321
      Market Value.......         --                  --
    Hartford Money Market
     HLS Fund, Inc. -
     Class IA
      Shares 342,816,331
      Cost $342,816,331
      Market Value.......         --                  --
    Hartford Advisers HLS
     Fund, Inc. - Class
     IA
      Shares
      1,646,987,741
      Cost $3,054,571,935
      Market Value.......         --                  --
    Hartford Capital
     Appreciation HLS
     Fund, Inc. - Class
     IA
      Shares 417,240,558
      Cost $1,302,905,756
      Market Value.......         --                  --
    Hartford Mortgage
     Securities HLS Fund,
     Inc. - Class IA
      Shares 175,411,395
      Cost $189,578,583
      Market Value.......         --                  --
    Hartford Index HLS
     Fund, Inc. - Class
     IA
      Shares 174,516,110
      Cost $371,361,315
      Market Value.......         --                  --
    Hartford
     International
     Opportunities HLS
     Fund, Inc. - Class
     IA
      Shares 294,203,798
      Cost $340,518,189
      Market Value.......      $398,604,075           --
    Hartford Dividend and
     Growth HLS Fund,
     Inc. - Class IA
      Shares 451,028,566
      Cost $725,280,325
      Market Value.......         --             $974,440,901
  Due from Hartford Life
   Insurance Company.....         --                  122,495
  Receivable from fund
   shares sold...........           364,279           --
                           -------------------   ---------------
  Total Assets...........       398,968,354       974,563,396
                           -------------------   ---------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....           364,240           --
  Payable for fund shares
   purchased.............         --                  122,730
                           -------------------   ---------------
  Total Liabilities......           364,240           122,730
                           -------------------   ---------------
  Net Assets (variable
   annuity contract
   liabilities)..........      $398,604,114      $974,440,666
                           -------------------   ---------------
                           -------------------   ---------------
</TABLE>

<PAGE>
SA-4                                             HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
 DECEMBER 31, 1998

<TABLE>
<CAPTION>
                           INTERNATIONAL        SMALL          MIDCAP       SMITH BARNEY
                           ADVISERS FUND    COMPANY FUND        FUND       CASH PORTFOLIO
                            SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT
                           --------------   -------------   ------------   ---------------
<S>                        <C>              <C>             <C>            <C>
ASSETS:
  Investments:
    International
     Advisers HLS Fund,
     Inc. - Class IA
    Shares 65,678,237
    Cost $75,055,437
      Market Value.......    $75,837,939         --             --              --
    Small Company HLS
     Fund, Inc. - Class
     IA
    Shares 93,203,695
    Cost $112,102,718
      Market Value.......       --          $123,132,800        --              --
    MidCap HLS Fund, Inc.
     - Class IA
    Shares 32,171,652
    Cost $39,368,682
      Market Value.......       --               --         $46,303,243         --
    Smith Barney Cash
     Portfolio
    Shares 486,806
    Cost $486,806
      Market Value.......       --               --             --             $486,808
    Smith Barney
     Appreciation Fund
    Shares 13,052
    Cost $99,509
      Market Value.......       --               --             --              --
    Smith Barney
     Government Portfolio
    Shares 34,357
    Cost $34,357
      Market Value.......       --               --             --              --
    BB&T Growth & Income
     Fund
    Shares 1,782,787
    Cost $21,373,783
      Market Value.......       --               --             --              --
    AmSouth Equity Income
     Fund
    Shares 1,999,203
    Cost $21,507,113
      Market Value.......       --               --             --              --
    Mentor VIP Capital
     Growth Portfolio
    Shares 1,375,385
    Cost $16,981,499
      Market Value.......       --               --             --              --
    Mentor VIP Perpetual
     International
     Portfolio
    Shares 771,760
    Cost $10,211,028
      Market Value.......       --               --             --              --
    Mentor VIP Growth
     Portfolio
    Shares 913,633
    Cost $9,860,193
      Market Value.......       --               --             --              --
  Due from Hartford Life
   Insurance Company.....         37,942       8,326,029        197,604          26,345
  Receivable from fund
   shares sold...........       --               --             --              --
                           --------------   -------------   ------------   ---------------
  Total Assets...........     75,875,881     131,458,829     46,500,847         513,153
                           --------------   -------------   ------------   ---------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....       --               --             --              --
  Payable for fund shares
   purchased.............         37,943       8,325,756        198,464          26,450
                           --------------   -------------   ------------   ---------------
  Total Liabilities......         37,943       8,325,756        198,464          26,450
                           --------------   -------------   ------------   ---------------
  Net Assets (variable
   annuity contract
   liabilities)..........    $75,837,938    $123,133,073    $46,302,383        $486,703
                           --------------   -------------   ------------   ---------------
                           --------------   -------------   ------------   ---------------
</TABLE>

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                             SA-5
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              SMITH BARNEY          SMITH BARNEY          BB&T GROWTH &     AMSOUTH EQUITY        MENTOR
                           APPRECIATION FUND    GOVERNMENT PORTFOLIO       INCOME FUND        INCOME FUND     CAPITAL GROWTH
                              SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT        SUB-ACCOUNT       SUB-ACCOUNT
                           ------------------   ---------------------   -----------------   ---------------   ---------------
<S>                        <C>                  <C>                     <C>                 <C>               <C>
ASSETS:
  Investments:
    International
     Advisers HLS Fund,
     Inc. - Class IA
    Shares 65,678,237
    Cost $75,055,437
      Market Value.......       --                    --                      --                 --                --
    Small Company HLS
     Fund, Inc. - Class
     IA
    Shares 93,203,695
    Cost $112,102,718
      Market Value.......       --                    --                      --                 --                --
    MidCap HLS Fund, Inc.
     - Class IA
    Shares 32,171,652
    Cost $39,368,682
      Market Value.......       --                    --                      --                 --                --
    Smith Barney Cash
     Portfolio
    Shares 486,806
    Cost $486,806
      Market Value.......       --                    --                      --                 --                --
    Smith Barney
     Appreciation Fund
    Shares 13,052
    Cost $99,509
      Market Value.......       $199,776              --                      --                 --                --
    Smith Barney
     Government Portfolio
    Shares 34,357
    Cost $34,357
      Market Value.......       --                     $34,356                --                 --                --
    BB&T Growth & Income
     Fund
    Shares 1,782,787
    Cost $21,373,783
      Market Value.......       --                    --                   $23,711,070           --                --
    AmSouth Equity Income
     Fund
    Shares 1,999,203
    Cost $21,507,113
      Market Value.......       --                    --                      --              $22,511,025          --
    Mentor VIP Capital
     Growth Portfolio
    Shares 1,375,385
    Cost $16,981,499
      Market Value.......       --                    --                      --                 --             $18,677,728
    Mentor VIP Perpetual
     International
     Portfolio
    Shares 771,760
    Cost $10,211,028
      Market Value.......       --                    --                      --                 --                --
    Mentor VIP Growth
     Portfolio
    Shares 913,633
    Cost $9,860,193
      Market Value.......       --                    --                      --                 --                --
  Due from Hartford Life
   Insurance Company.....       --                    --                        29,049           --                  11,902
  Receivable from fund
   shares sold...........            117                    31                --                   30,849          --
                                --------               -------          -----------------   ---------------   ---------------
  Total Assets...........        199,893                34,387              23,740,119         22,541,874        18,689,630
                                --------               -------          -----------------   ---------------   ---------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....            106                    30                --                   30,853          --
  Payable for fund shares
   purchased.............       --                    --                        29,053           --                  11,898
                                --------               -------          -----------------   ---------------   ---------------
  Total Liabilities......            106                    30                  29,053             30,853            11,898
                                --------               -------          -----------------   ---------------   ---------------
  Net Assets (variable
   annuity contract
   liabilities)..........       $199,787               $34,357             $23,711,066        $22,511,021       $18,677,732
                                --------               -------          -----------------   ---------------   ---------------
                                --------               -------          -----------------   ---------------   ---------------

<CAPTION>
                           MENTOR PERPETUAL        MENTOR
                             INTERNATIONAL         GROWTH
                              SUB-ACCOUNT       SUB-ACCOUNT
                           -----------------   --------------
<S>                        <C>                 <C>
ASSETS:
  Investments:
    International
     Advisers HLS Fund,
     Inc. - Class IA
    Shares 65,678,237
    Cost $75,055,437
      Market Value.......        --                --
    Small Company HLS
     Fund, Inc. - Class
     IA
    Shares 93,203,695
    Cost $112,102,718
      Market Value.......        --                --
    MidCap HLS Fund, Inc.
     - Class IA
    Shares 32,171,652
    Cost $39,368,682
      Market Value.......        --                --
    Smith Barney Cash
     Portfolio
    Shares 486,806
    Cost $486,806
      Market Value.......        --                --
    Smith Barney
     Appreciation Fund
    Shares 13,052
    Cost $99,509
      Market Value.......        --                --
    Smith Barney
     Government Portfolio
    Shares 34,357
    Cost $34,357
      Market Value.......        --                --
    BB&T Growth & Income
     Fund
    Shares 1,782,787
    Cost $21,373,783
      Market Value.......        --                --
    AmSouth Equity Income
     Fund
    Shares 1,999,203
    Cost $21,507,113
      Market Value.......        --                --
    Mentor VIP Capital
     Growth Portfolio
    Shares 1,375,385
    Cost $16,981,499
      Market Value.......        --                --
    Mentor VIP Perpetual
     International
     Portfolio
    Shares 771,760
    Cost $10,211,028
      Market Value.......     $10,812,357          --
    Mentor VIP Growth
     Portfolio
    Shares 913,633
    Cost $9,860,193
      Market Value.......        --            $10,470,235
  Due from Hartford Life
   Insurance Company.....          15,306           67,722
  Receivable from fund
   shares sold...........        --                --
                           -----------------   --------------
  Total Assets...........      10,827,663       10,537,957
                           -----------------   --------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....        --                --
  Payable for fund shares
   purchased.............          15,308           67,727
                           -----------------   --------------
  Total Liabilities......          15,308           67,727
                           -----------------   --------------
  Net Assets (variable
   annuity contract
   liabilities)..........     $10,812,355      $10,470,230
                           -----------------   --------------
                           -----------------   --------------
</TABLE>

<PAGE>
SA-6                                             HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
 DECEMBER 31, 1998

<TABLE>
<CAPTION>
                            GROWTH AND
                           INCOME FUND
                           SUB-ACCOUNT
                           ------------
<S>                        <C>
ASSETS:
  Investments:
    Hartford Growth and
     Income HLS Fund -
     Class IA
    Shares 5,269,425
    Cost $5,509,163
      Market Value.......   $6,249,337
    Hartford High Yield
     HLS Fund - Class IA
    Shares 1,911,536
    Cost $1,953,422
      Market Value.......      --
    Hartford Global
     Leaders HLS Fund -
     Class IA
    Shares 466,167
    Cost $588,674
      Market Value.......      --
    Mitchell Hutchins
     Growth & Income
     Portfolio
    Shares 673
    Cost $9,994
      Market Value.......      --
    Mitchell Hutchins
     Strategic Income
     Portfolio
    Shares 808
    Cost $9,994
      Market Value.......      --
    Mitchell Hutchins
     Tactical Allocation
     Portfolio
    Shares 705
    Cost $9,995
      Market Value.......      --
  Investment Income
   Receivable............      --
  Due from Hartford Life
   Insurance Company.....      --
  Receivable from fund
   shares sold...........       67,470
                           ------------
  Total Assets...........    6,316,807
                           ------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....       67,470
  Payable for fund shares
   purchased.............      --
                           ------------
  Total Liabilities......       67,470
                           ------------
  Net Assets (variable
   annuity contract
   liabilities)..........   $6,249,337
                           ------------
                           ------------
</TABLE>

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                             SA-7
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                               HIGH          GLOBAL       MITCHELL HUTCHINS GROWTH    MITCHELL HUTCHINS STRATEGIC
                            YIELD FUND    LEADERS FUND      AND INCOME PORTFOLIO            INCOME PORTFOLIO
                           SUB-ACCOUNT     SUB-ACCOUNT           SUB-ACCOUNT                  SUB-ACCOUNT
                           ------------   -------------   -------------------------   ----------------------------
<S>                        <C>            <C>             <C>                         <C>
ASSETS:
  Investments:
    Hartford Growth and
     Income HLS Fund -
     Class IA
    Shares 5,269,425
    Cost $5,509,163
      Market Value.......      --             --                 --                          --
    Hartford High Yield
     HLS Fund - Class IA
    Shares 1,911,536
    Cost $1,953,422
      Market Value.......   $1,943,548        --                 --                          --
    Hartford Global
     Leaders HLS Fund -
     Class IA
    Shares 466,167
    Cost $588,674
      Market Value.......      --            $599,110            --                          --
    Mitchell Hutchins
     Growth & Income
     Portfolio
    Shares 673
    Cost $9,994
      Market Value.......      --             --                   $ 9,973                   --
    Mitchell Hutchins
     Strategic Income
     Portfolio
    Shares 808
    Cost $9,994
      Market Value.......      --             --                 --                              $9,849
    Mitchell Hutchins
     Tactical Allocation
     Portfolio
    Shares 705
    Cost $9,995
      Market Value.......      --             --                 --                          --
  Investment Income
   Receivable............      --             --                       746                          122
  Due from Hartford Life
   Insurance Company.....       47,113        --                 --                          --
  Receivable from fund
   shares sold...........      --              73,610                    6                            5
                           ------------   -------------            -------                       ------
  Total Assets...........    1,990,661        672,720               10,725                        9,976
                           ------------   -------------            -------                       ------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....      --              73,610                    6                            5
  Payable for fund shares
   purchased.............       47,114        --                 --                          --
                           ------------   -------------            -------                       ------
  Total Liabilities......       47,114         73,610                    6                            5
                           ------------   -------------            -------                       ------
  Net Assets (variable
   annuity contract
   liabilities)..........   $1,943,547       $599,110              $10,719                       $9,971
                           ------------   -------------            -------                       ------
                           ------------   -------------            -------                       ------

<CAPTION>
                           MITCHELL HUTCHINS TACTICAL
                              ALLOCATION PORTFOLIO
                                   SUB-ACCOUNT
                           ---------------------------
<S>                        <C>
ASSETS:
  Investments:
    Hartford Growth and
     Income HLS Fund -
     Class IA
    Shares 5,269,425
    Cost $5,509,163
      Market Value.......         --
    Hartford High Yield
     HLS Fund - Class IA
    Shares 1,911,536
    Cost $1,953,422
      Market Value.......         --
    Hartford Global
     Leaders HLS Fund -
     Class IA
    Shares 466,167
    Cost $588,674
      Market Value.......         --
    Mitchell Hutchins
     Growth & Income
     Portfolio
    Shares 673
    Cost $9,994
      Market Value.......         --
    Mitchell Hutchins
     Strategic Income
     Portfolio
    Shares 808
    Cost $9,994
      Market Value.......         --
    Mitchell Hutchins
     Tactical Allocation
     Portfolio
    Shares 705
    Cost $9,995
      Market Value.......            $10,502
  Investment Income
   Receivable............                 69
  Due from Hartford Life
   Insurance Company.....         --
  Receivable from fund
   shares sold...........                  6
                                     -------
  Total Assets...........             10,577
                                     -------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....                  6
  Payable for fund shares
   purchased.............         --
                                     -------
  Total Liabilities......                  6
                                     -------
  Net Assets (variable
   annuity contract
   liabilities)..........            $10,571
                                     -------
                                     -------
</TABLE>

<PAGE>
SA-8                                             HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
 DECEMBER 31, 1998

<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%........        232,939  $ 4.373600  $     1,018,782
  Bond Fund Non-Qualified 1.00%....      1,961,849    4.307093        8,449,866
  Bond Fund 1.25%..................    162,500,684    2.257591      366,860,082
  Bond Fund .25%...................         55,518    1.533539           85,139
  Bond Fund........................        306,878    1.030758          316,317
  Stock Fund Qualified 1.00%.......        802,936   11.737647        9,424,579
  Stock Fund Non-Qualified 1.00%...      2,912,842   11.223740       32,692,982
  Stock Fund 1.25%.................    403,629,126    6.065754    2,448,314,988
  Stock Fund .25%..................      1,056,753    3.251658        3,436,199
  Stock Fund.......................        849,480    1.036706          880,661
  Money Market Fund Qualified
   1.00%...........................        612,050    2.679268        1,639,846
  Money Market Fund Non-Qualified
   1.00%...........................      9,019,394    2.680536       24,176,811
  Money Market Fund 1.25%..........    183,614,324    1.715714      315,029,666
  Money Market Fund .25%...........        373,199    1.299644          485,026
  Money Market Fund................        725,403    1.016497          737,370
  Advisers Fund Qualified 1.00%....      3,191,360    6.604239       21,076,505
  Advisers Fund Non-Qualified
   1.00%...........................      9,942,207    6.604240       65,660,718
  Advisers Fund 1.25%..............  1,095,048,448    4.397886    4,815,898,238
  Advisers Fund .25%...............      1,220,271    2.502440        3,053,655
  Advisers Fund....................      1,915,141    1.035292        1,982,730
  Capital Appreciation Fund
   Qualified 1.00%.................        774,553    9.322862        7,221,051
  Capital Appreciation Fund
   Non-Qualified 1.00%.............      2,433,361    9.318523       22,675,331
  Capital Appreciation Fund
   1.25%...........................    352,482,012    5.525767    1,947,733,468
  Capital Appreciation Fund .25%...      2,264,988    2.712640        6,144,097
  Capital Appreciation Fund........        271,922    0.984021          267,577
  Mortgage Securities Fund
   Qualified 1.00%.................        484,096    2.844764        1,377,139
  Mortgage Securities Fund
   Non-Qualified 1.00%.............      5,584,466    2.844767       15,886,504
  Mortgage Securities Fund 1.25%...     78,025,873    2.210954      172,511,615
  Mortgage Securities Fund .25%....         14,431    1.458457           21,047
  Mortgage Securities Fund.........         10,000    1.022300           10,223
  Index Fund 1.00%.................        146,209    1.866581          272,911
  Index Fund Non-Qualified 1.00%...        569,781    1.866580        1,063,542
  Index Fund 1.25%.................    131,578,849    4.712432      620,056,376
  Index Fund .25%..................        212,284    3.080896          654,025
  Index Fund.......................        249,634    1.044934          260,851
  International Opportunities Fund
   Qualified 1.00%.................        197,097    1.676915          330,515
  International Opportunities Fund
   Non-Qualified 1.00%.............      1,314,169    1.676023        2,202,578
  International Opportunities Fund
   1.25%...........................    240,089,691    1.641190      394,032,800
  International Opportunities Fund
   .25%............................        681,620    1.874113        1,277,433
  International Opportunities
   Fund............................        140,095    0.924280          129,487
  Dividend and Growth Fund
   Qualified 1.00%.................        417,549    2.500875        1,044,238
  Dividend and Growth Fund
   Non-Qualified 1.00%.............      1,616,066    2.500878        4,041,584
  Dividend and Growth Fund 1.25%...    391,151,359    2.470981      966,527,576
  Dividend and Growth Fund .25%....        250,697    2.592664          649,973
  Dividend and Growth Fund.........        523,054    1.008273          527,381
  International Advisers Fund
   Sub-Account 1.00%...............         23,172    1.490549           34,539
  International Advisers Fund
   Non-Qualified 1.00%.............        201,485    1.490538          300,321
  International Advisers Fund
   1.25%...........................     50,971,459    1.476317       75,250,031
  International Advisers Fund
   .25%............................         39,807    1.534052           61,066
  International Advisers Fund......         80,466    0.971292           78,156
  Small Company Fund 1.00%.........        227,701    1.382431          314,781
  Small Company Fund Non-Qualified
   1.00%...........................      3,669,917    1.382433        5,073,414
  Small Company Fund 1.25%.........     85,431,351    1.374218      117,401,300
  Small Company Fund .25%..........         61,838    1.407436           87,033
  Small Company Fund...............        100,223    0.975195           97,737
  MidCap Fund Sub-Account 1.00%
   Qualified.......................         89,724    1.375964          123,457
  MidCap Fund Sub-Account 1.00%
   Non-Qualified...................        242,882    1.375969          334,198
</TABLE>

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                            SA-9
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                         UNITS
                                       OWNED BY        UNIT        CONTRACT
                                     PARTICIPANTS     PRICE        LIABILITY
                                     -------------  ----------  ---------------
<S>                                  <C>            <C>         <C>
INDIVIDUAL SUB-ACCOUNTS --
 (CONTINUED)
  MidCap Fund 1.25%................     33,348,056  $ 1.371074  $    45,722,653
  MidCap Fund 1.00% Qualified......         29,907    1.390711           41,592
  MidCap Fund......................         79,150    1.016841           80,483
  Smith Barney Cash Portfolio
   Qualified 1.00%.................         52,115    2.889398          150,581
  Smith Barney Cash Portfolio
   Non-Qualified 1.00%.............        112,418    2.989930          336,122
  Smith Barney Appreciation
   Qualified 1.00%.................         18,002   11.098045          199,787
  Smith Barney Government Portfolio
   Qualified 1.00%.................         13,202    2.602409           34,357
  BB&T Growth and Income Fund......     17,799,083    1.332151       23,711,066
  AMSouth Equity Income Fund 1.00%
   Qualified.......................     19,801,638    1.135502       22,484,800
  Mentor Capital Growth Fund.......     17,370,611    1.075249       18,677,732
  Mentor Perpetual International
   Fund............................      9,747,833    1.109206       10,812,355
  Mentor Growth Fund...............     11,540,088    0.907292       10,470,230
  Growth and Income Fund...........        181,057    1.183528          214,286
  Growth and Income Fund...........         10,000    1.183500           11,835
  Growth and Income Fund...........      4,982,306    1.181798        5,888,079
  Growth and Income Fund...........         16,550    1.188761           19,674
  Growth and Income Fund...........        105,902    1.090282          115,463
  High Yield Fund..................         15,798    1.035511           16,359
  High Yield Fund..................         10,000    1.035500           10,355
  High Yield Fund..................      1,832,207    1.034881        1,896,116
  High Yield Fund..................         10,000    1.037462           10,375
  High Yield Fund..................         10,000    1.034245           10,342
  Global Leaders Fund..............         10,000    1.315500           13,155
  Global Leaders Fund..............         10,000    1.315500           13,155
  Global Leaders Fund..............        415,660    1.314733          546,482
  Global Leaders Fund..............         10,000    1.317944           13,179
  Global Leaders Fund..............         10,000    1.313892           13,139
  Mitchell Hutchins Growth and
   Income Portfolio................         10,000    1.071942           10,719
  Mitchell Hutchins Strategic
   Income Portfolio................         10,000    0.997127            9,971
  Mitchell Hutchins Tactical
   Allocation Portfolio............         10,000    1.057099           10,571
                                                                ---------------
  SUB-TOTAL INDIVIDUAL
   SUB-ACCOUNTS....................                              12,628,840,528
                                                                ---------------
ANNUITY CONTRACTS IN THE ANNUITY
 PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
  Bond Fund Non-Qualified 1.00%....         19,762    4.307092           85,115
  Bond Fund 1.25%..................        445,052    2.257591        1,004,746
  Stock Fund Non-Qualified 1.00%...         25,544   11.223888          286,703
  Stock Fund 1.25%.................        536,739    6.065754        3,255,728
  Money Market Fund Qualified
   1.00%...........................            648    2.679268            1,736
  Money Market Fund Non-Qualified
   1.00%...........................         85,788    2.680536          229,959
  Money Market Fund 1.25%..........        303,652    1.715714          520,980
  Advisers Fund Qualified 1.00%....          2,600    6.604240           17,172
  Advisers Fund Non-Qualified
   1.00%...........................         74,716    6.604240          493,441
  Advisers Fund 1.25%..............      1,930,726    4.397886        8,491,112
  Capital Appreciation Fund
   Non-Qualified 1.00%.............         18,217    9.318439          169,754
  Capital Appreciation Fund
   1.25%...........................        266,044    5.525767        1,470,096
  Mortgage Securities Fund
   Non-Qualified 1.00%.............         58,753    2.844767          167,139
  Mortgage Securities Fund 1.25%...        123,728    2.210954          273,556
  Index Fund 1.25%.................        168,253    4.712432          792,881
  International Opportunities Fund
   Non-Qualified 1.00%.............          6,240    1.676024           10,459
  International Opportunities Fund
   1.25%...........................        378,288    1.641190          620,842
  Dividend and Growth Fund 1.25%...        667,716    2.470981        1,649,914
  International Advisers Fund
   1.25%...........................         77,101    1.476317          113,825
  Small Company Fund 1.25%.........        115,562    1.374218          158,808
  AMSouth Equity Income Fund.......         23,092    1.135502           26,221
                                                                ---------------
  SUB-TOTAL INDIVIDUAL
   SUB-ACCOUNTS....................                                  19,840,187
                                                                ---------------
GRAND TOTAL........................                             $12,648,680,715
                                                                ---------------
                                                                ---------------
</TABLE>

<PAGE>
SA-10                                            HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF OPERATIONS
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                            BOND FUND    STOCK FUND
                           SUB-ACCOUNT  SUB-ACCOUNT
                           -----------  ------------
<S>                        <C>          <C>
INVESTMENT INCOME:
  Dividends..............  $17,912,357  $ 18,915,114
EXPENSES:
  Mortality and expense
   undertakings..........   (3,795,666)  (26,197,986)
                           -----------  ------------
    Net investment income
     (loss)..............   14,116,691    (7,282,872)
                           -----------  ------------
CAPITAL GAINS INCOME.....      --         63,980,079
                           -----------  ------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........      (17,730)   (1,720,391)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    5,723,478   522,612,064
                           -----------  ------------
    Net gain (loss) on
     investments.........    5,705,748   520,891,673
                           -----------  ------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....  $19,822,439  $577,588,880
                           -----------  ------------
                           -----------  ------------
</TABLE>

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                            SA-11
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                              MONEY                           CAPITAL             MORTGAGE
                           MARKET FUND  ADVISERS FUND    APPRECIATION FUND    SECURITIES FUND      INDEX FUND
                           SUB-ACCOUNT   SUB-ACCOUNT        SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           -----------  --------------   ------------------   ----------------   --------------
<S>                        <C>          <C>              <C>                  <C>                <C>
INVESTMENT INCOME:
  Dividends..............  $15,550,709   $  97,214,065      $ 10,528,844         $11,949,822     $    5,084,024
EXPENSES:
  Mortality and expense
   undertakings..........   (3,714,561)    (53,193,739)      (22,767,506)         (2,304,989)        (6,407,798)
                           -----------  --------------   ------------------   ----------------   --------------
    Net investment income
     (loss)..............   11,836,148      44,020,326       (12,238,662)          9,644,833         (1,323,774)
                           -----------  --------------   ------------------   ----------------   --------------
CAPITAL GAINS INCOME.....      --          130,914,844       114,733,928            --               10,662,058
                           -----------  --------------   ------------------   ----------------   --------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........      --            1,826,471        (4,786,085)            473,273           (704,518)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      --          709,363,622       140,386,292            (228,914)       110,953,813
                           -----------  --------------   ------------------   ----------------   --------------
    Net gain (loss) on
     investments.........      --          711,190,093       135,600,207             244,359        110,249,295
                           -----------  --------------   ------------------   ----------------   --------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....  $11,836,148   $ 886,125,263      $238,095,473         $ 9,889,192     $  119,587,579
                           -----------  --------------   ------------------   ----------------   --------------
                           -----------  --------------   ------------------   ----------------   --------------

<CAPTION>
                              INTERNATIONAL        DIVIDEND AND
                           OPPORTUNITIES FUND      GROWTH FUND
                               SUB-ACCOUNT         SUB-ACCOUNT
                           -------------------   ----------------
<S>                        <C>                   <C>
INVESTMENT INCOME:
  Dividends..............      $ 5,223,310       $     15,429,535
EXPENSES:
  Mortality and expense
   undertakings..........       (5,034,289)           (10,513,724)
                           -------------------   ----------------
    Net investment income
     (loss)..............          189,021              4,915,811
                           -------------------   ----------------
CAPITAL GAINS INCOME.....       25,347,181             25,624,259
                           -------------------   ----------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........        1,455,876               (465,941)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       17,463,831             82,775,505
                           -------------------   ----------------
    Net gain (loss) on
     investments.........       18,919,707             82,309,564
                           -------------------   ----------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....      $44,455,909       $    112,849,634
                           -------------------   ----------------
                           -------------------   ----------------
</TABLE>

<PAGE>
SA-12                                            HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF OPERATIONS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                           INTERNATIONAL        SMALL          MIDCAP       SMITH BARNEY
                           ADVISERS FUND    COMPANY FUND        FUND       CASH PORTFOLIO
                            SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT
                           --------------   -------------   ------------   ---------------
<S>                        <C>              <C>             <C>            <C>
INVESTMENT INCOME:
  Dividends..............    $6,551,901      $   --          $       330       $24,990
EXPENSES:
  Mortality and expense
   undertakings..........      (840,602)      (1,090,110)       (320,350)       (5,044)
                           --------------   -------------   ------------       -------
    Net investment income
     (loss)..............     5,711,299       (1,090,110)       (320,020)       19,946
                           --------------   -------------   ------------       -------
CAPITAL GAINS INCOME.....     1,559,601        1,255,431         --            --
                           --------------   -------------   ------------       -------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (62,176)       1,445,433          (3,698)      --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      (222,372)       9,623,019       6,597,665       --
                           --------------   -------------   ------------       -------
    Net gain (loss) on
     investments.........      (284,548)      11,068,452       6,593,967       --
                           --------------   -------------   ------------       -------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $6,986,352      $11,233,773     $ 6,273,947       $19,946
                           --------------   -------------   ------------       -------
                           --------------   -------------   ------------       -------
</TABLE>

  *  From inception, March 2, 1998 to December 31, 1998.

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                            SA-13
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                              SMITH BARNEY          SMITH BARNEY          BB&T GROWTH &     AMSOUTH EQUITY        MENTOR
                           APPRECIATION FUND    GOVERNMENT PORTFOLIO       INCOME FUND        INCOME FUND     CAPITAL GROWTH
                              SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT*
                           ------------------   ---------------------   -----------------   ---------------   ---------------
<S>                        <C>                  <C>                     <C>                 <C>               <C>
INVESTMENT INCOME:
  Dividends..............        $ 2,368                $1,842              $  218,179         $  313,398        $ --
EXPENSES:
  Mortality and expense
   undertakings..........         (1,842)                 (377)               (189,383)          (178,806)          (85,499)
                                 -------                ------          -----------------   ---------------   ---------------
    Net investment income
     (loss)..............            526                 1,465                  28,796            134,592           (85,499)
                                 -------                ------          -----------------   ---------------   ---------------
CAPITAL GAINS INCOME.....         15,116              --                      --                 --                --
                                 -------                ------          -----------------   ---------------   ---------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........             51              --                         1,013              4,124            (4,500)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         17,076              --                     1,927,801            971,715         1,696,228
                                 -------                ------          -----------------   ---------------   ---------------
    Net gain (loss) on
     investments.........         17,127              --                     1,928,814            975,839         1,691,728
                                 -------                ------          -----------------   ---------------   ---------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....        $32,769                $1,465              $1,957,610         $1,110,431        $1,606,229
                                 -------                ------          -----------------   ---------------   ---------------
                                 -------                ------          -----------------   ---------------   ---------------

<CAPTION>
                           MENTOR PERPETUAL       MENTOR
                             INTERNATIONAL        GROWTH
                             SUB-ACCOUNT*      SUB-ACCOUNT*
                           -----------------   -------------
<S>                        <C>                 <C>
INVESTMENT INCOME:
  Dividends..............       $--               $--
EXPENSES:
  Mortality and expense
   undertakings..........        (51,799)          (44,785)
                                --------       -------------
    Net investment income
     (loss)..............        (51,799)          (44,785)
                                --------       -------------
CAPITAL GAINS INCOME.....       --                 --
                                --------       -------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          1,684            (1,365)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        601,328           610,042
                                --------       -------------
    Net gain (loss) on
     investments.........        603,012           608,677
                                --------       -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....       $551,213          $563,892
                                --------       -------------
                                --------       -------------
</TABLE>

  *  From inception, March 2, 1998 to December 31, 1998.

<PAGE>
SA-14                                            HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF OPERATIONS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                             GROWTH AND
                            INCOME FUND
                           SUB-ACCOUNT**
                           --------------
<S>                        <C>
INVESTMENT INCOME:
  Dividends..............     $ 23,830
EXPENSES:
  Mortality and expense
   undertakings..........      (17,863)
                           --------------
    Net investment income
     (loss)..............        5,967
                           --------------
CAPITAL GAINS INCOME.....      --
                           --------------
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       (2,267)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      740,175
                           --------------
    Net gain (loss) on
     investments.........      737,908
                           --------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....     $743,875
                           --------------
                           --------------
</TABLE>

 **  From inception, June 1, 1998 to December 31, 1998.
***  From inception, September 30, 1998 to December 31, 1998.
**** From inception, December 16, 1998 to December 31, 1998.

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                            SA-15
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                HIGH             GLOBAL        MITCHELL HUTCHINS GROWTH    MITCHELL HUTCHINS STRATEGIC
                             YIELD FUND       LEADERS FUND       AND INCOME PORTFOLIO            INCOME PORTFOLIO
                           SUB-ACCOUNT***    SUB-ACCOUNT***         SUB-ACCOUNT****              SUB-ACCOUNT****
                           ---------------   ---------------   -------------------------   ----------------------------
<S>                        <C>               <C>               <C>                         <C>
INVESTMENT INCOME:
  Dividends..............      $ 34,816          $   789                  $ 44                         $ 116
EXPENSES:
  Mortality and expense
   undertakings..........        (2,794)            (317)                   (6)                           (5)
                           ---------------       -------                 -----                         -----
    Net investment income
     (loss)..............        32,022              472                    38                           111
                           ---------------       -------                 -----                         -----
CAPITAL GAINS INCOME.....       --                16,340                   702                             6
                           ---------------       -------                 -----                         -----
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          (287)           1,084             --                           --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        (9,874)          10,436                   (20)                         (145)
                           ---------------       -------                 -----                         -----
    Net gain (loss) on
     investments.........       (10,161)          11,520                   (20)                         (145)
                           ---------------       -------                 -----                         -----
    Net increase
     (decrease) in net
     assets resulting
     from operations.....      $ 21,861          $28,332                  $720                         $ (28)
                           ---------------       -------                 -----                         -----
                           ---------------       -------                 -----                         -----

<CAPTION>
                           MITCHELL HUTCHINS TACTICAL
                              ALLOCATION PORTFOLIO
                                 SUB-ACCOUNT****
                           ---------------------------
<S>                        <C>
INVESTMENT INCOME:
  Dividends..............              $ 13
EXPENSES:
  Mortality and expense
   undertakings..........                (6)
                                      -----
    Net investment income
     (loss)..............                 7
                                      -----
CAPITAL GAINS INCOME.....                56
                                      -----
NET REALIZED AND
 UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........         --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................               507
                                      -----
    Net gain (loss) on
     investments.........               507
                                      -----
    Net increase
     (decrease) in net
     assets resulting
     from operations.....              $570
                                      -----
                                      -----
</TABLE>

 **  From inception, June 1, 1998 to December 31, 1998.
***  From inception, September 30, 1998 to December 31, 1998.
**** From inception, December 16, 1998 to December 31, 1998.

<PAGE>
SA-16                                            HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF CHANGES IN NET ASSETS
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                            BOND FUND      STOCK FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------  --------------
<S>                        <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................  $ 14,116,691  $   (7,282,872)
  Capital gains income...       --           63,980,079
  Net realized gain
   (loss) on security
   transactions..........       (17,730)     (1,720,391)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     5,723,478     522,612,064
                           ------------  --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    19,822,439     577,588,880
                           ------------  --------------
UNIT TRANSACTIONS:
  Purchases..............    41,906,997     201,628,213
  Net transfers..........    95,280,889     107,789,657
  Surrenders for benefit
   payments and fees.....   (24,892,187)   (143,970,482)
  Net annuity
   transactions..........       321,142         560,255
                           ------------  --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   112,616,841     166,007,643
                           ------------  --------------
  Net increase (decrease)
   in net assets.........   132,439,280     743,596,523
NET ASSETS:
  Beginning of period....   245,380,767   1,754,695,317
                           ------------  --------------
  End of period..........  $377,820,047  $2,498,291,840
                           ------------  --------------
                           ------------  --------------
</TABLE>

 HARTFORD LIFE INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS
 FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
                            BOND FUND      STOCK FUND
                           SUB-ACCOUNT    SUB-ACCOUNT
                           ------------  --------------
<S>                        <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................  $ 10,349,134  $   (2,890,041)
  Capital gains income...       --           64,909,605
  Net realized gain
   (loss) on security
   transactions..........        17,262       1,176,996
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    10,119,718     315,737,284
                           ------------  --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    20,486,114     378,933,844
                           ------------  --------------
UNIT TRANSACTIONS:
  Purchases..............    28,788,526     208,829,884
  Net transfers..........    19,102,654      45,780,800
  Surrenders for benefit
   payments and fees.....   (18,300,042)    (92,238,226)
  Net annuity
   transactions..........       325,387         633,517
                           ------------  --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    29,916,525     163,005,975
                           ------------  --------------
  Net increase (decrease)
   in net assets.........    50,402,639     541,939,819
NET ASSETS:
  Beginning of period....   194,978,128   1,212,755,498
                           ------------  --------------
  End of period..........  $245,380,767  $1,754,695,317
                           ------------  --------------
                           ------------  --------------
</TABLE>

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                            SA-17
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                              MONEY                           CAPITAL             MORTGAGE
                           MARKET FUND   ADVISERS FUND   APPRECIATION FUND    SECURITIES FUND      INDEX FUND
                           SUB-ACCOUNT    SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------  --------------  ------------------   ----------------   --------------
<S>                        <C>           <C>             <C>                  <C>                <C>
OPERATIONS:
  Net investment income
   (loss)................  $ 11,836,148  $   44,020,326    $  (12,238,662)      $  9,644,833     $   (1,323,774)
  Capital gains income...       --          130,914,844       114,733,928           --               10,662,058
  Net realized gain
   (loss) on security
   transactions..........       --            1,826,471        (4,786,085)           473,273           (704,518)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       --          709,363,622       140,386,292           (228,914)       110,953,813
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    11,836,148     886,125,263       238,095,473          9,889,192        119,587,579
                           ------------  --------------  ------------------   ----------------   --------------
UNIT TRANSACTIONS:
  Purchases..............    34,983,693     374,759,005       143,597,572          9,146,977         67,409,255
  Net transfers..........   123,126,442     280,406,929       (12,597,119)         8,722,639         58,996,655
  Surrenders for benefit
   payments and fees.....   (94,130,526)   (329,416,389)     (117,626,736)       (28,665,195)       (34,320,175)
  Net annuity
   transactions..........       (32,392)      3,527,169           304,016             39,959            271,456
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    63,947,217     329,276,714        13,677,733        (10,755,620)        92,357,191
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets.........    75,783,365   1,215,401,977       251,773,206           (866,428)       211,944,770
NET ASSETS:
  Beginning of period....   267,038,029   3,701,271,594     1,733,908,168        191,113,651        411,155,816
                           ------------  --------------  ------------------   ----------------   --------------
  End of period..........  $342,821,394  $4,916,673,571    $1,985,681,374       $190,247,223     $  623,100,586
                           ------------  --------------  ------------------   ----------------   --------------
                           ------------  --------------  ------------------   ----------------   --------------

<CAPTION>
                              INTERNATIONAL       DIVIDEND AND
                           OPPORTUNITIES FUND      GROWTH FUND
                               SUB-ACCOUNT         SUB-ACCOUNT
                           -------------------   ---------------
<S>                        <C>                   <C>
OPERATIONS:
  Net investment income
   (loss)................      $    189,021      $     4,915,811
  Capital gains income...        25,347,181           25,624,259
  Net realized gain
   (loss) on security
   transactions..........         1,455,876             (465,941)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        17,463,831           82,775,505
                           -------------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        44,455,909          112,849,634
                           -------------------   ---------------
UNIT TRANSACTIONS:
  Purchases..............        16,804,591          141,279,121
  Net transfers..........       (27,399,853)          99,305,048
  Surrenders for benefit
   payments and fees.....       (28,546,428)         (49,052,200)
  Net annuity
   transactions..........           244,437              835,197
                           -------------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........       (38,897,253)         192,367,166
                           -------------------   ---------------
  Net increase (decrease)
   in net assets.........         5,558,656          305,216,800
NET ASSETS:
  Beginning of period....       393,045,458          669,223,866
                           -------------------   ---------------
  End of period..........      $398,604,114      $   974,440,666
                           -------------------   ---------------
                           -------------------   ---------------
</TABLE>
<TABLE>
<CAPTION>
                              MONEY                           CAPITAL             MORTGAGE
                           MARKET FUND   ADVISERS FUND   APPRECIATION FUND    SECURITIES FUND      INDEX FUND
                           SUB-ACCOUNT    SUB-ACCOUNT       SUB-ACCOUNT         SUB-ACCOUNT       SUB-ACCOUNT
                           ------------  --------------  ------------------   ----------------   --------------
<S>                        <C>           <C>             <C>                  <C>                <C>
OPERATIONS:
  Net investment income
   (loss)................  $ 10,558,627  $   36,403,121    $  (10,930,508)      $  9,013,463     $      492,907
  Capital gains income...           792     129,600,221       103,244,397           --               21,612,566
  Net realized gain
   (loss) on security
   transactions..........       --            2,159,454           413,746             28,917            243,148
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       --          501,068,905       190,913,008          5,074,541         65,120,869
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    10,559,419     669,231,701       283,640,643         14,116,921         87,469,490
                           ------------  --------------  ------------------   ----------------   --------------
UNIT TRANSACTIONS:
  Purchases..............    56,766,167     364,832,050       194,562,087          7,925,304         65,766,703
  Net transfers..........    (9,782,834)     27,406,992       (11,521,643)        (9,594,437)        26,458,731
  Surrenders for benefit
   payments and fees.....   (68,418,264)   (206,501,208)      (87,759,430)       (17,575,723)       (18,692,668)
  Net annuity
   transactions..........        12,261         725,608           361,130             (3,307)           190,331
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   (21,422,670)    186,463,442        95,642,144        (19,248,163)        73,723,097
                           ------------  --------------  ------------------   ----------------   --------------
  Net increase (decrease)
   in net assets.........   (10,863,251)    855,695,143       379,282,787         (5,131,242)       161,192,587
NET ASSETS:
  Beginning of period....   277,901,280   2,845,576,451     1,354,625,381        196,244,893        249,963,229
                           ------------  --------------  ------------------   ----------------   --------------
  End of period..........  $267,038,029  $3,701,271,594    $1,733,908,168       $191,113,651     $  411,155,816
                           ------------  --------------  ------------------   ----------------   --------------
                           ------------  --------------  ------------------   ----------------   --------------

<CAPTION>
                              INTERNATIONAL       DIVIDEND AND
                           OPPORTUNITIES FUND      GROWTH FUND
                               SUB-ACCOUNT         SUB-ACCOUNT
                           -------------------   ---------------
<S>                        <C>                   <C>
OPERATIONS:
  Net investment income
   (loss)................      $ (1,529,162)     $     3,234,554
  Capital gains income...        29,748,890            9,959,170
  Net realized gain
   (loss) on security
   transactions..........            29,653               (4,003)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       (32,127,237)         111,067,791
                           -------------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............        (3,877,856)         124,257,512
                           -------------------   ---------------
UNIT TRANSACTIONS:
  Purchases..............        38,595,370          159,109,767
  Net transfers..........       (16,075,692)          87,528,713
  Surrenders for benefit
   payments and fees.....       (26,504,799)         (20,331,098)
  Net annuity
   transactions..........            66,746              349,515
                           -------------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........        (3,918,375)         226,656,897
                           -------------------   ---------------
  Net increase (decrease)
   in net assets.........        (7,796,231)         350,914,409
NET ASSETS:
  Beginning of period....       400,841,689          318,309,457
                           -------------------   ---------------
  End of period..........      $393,045,458      $   669,223,866
                           -------------------   ---------------
                           -------------------   ---------------
</TABLE>

<PAGE>
SA-18                                            HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                           INTERNATIONAL        SMALL          MIDCAP       SMITH BARNEY
                           ADVISERS FUND    COMPANY FUND        FUND       CASH PORTFOLIO
                            SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT      SUB-ACCOUNT
                           --------------   -------------   ------------   ---------------
<S>                        <C>              <C>             <C>            <C>
OPERATIONS:
  Net investment income
   (loss)................    $ 5,711,299    $ (1,090,110)   $   (320,020)      $ 19,946
  Capital gains income...      1,559,601       1,255,431         --             --
  Net realized gain
   (loss) on security
   transactions..........        (62,176)      1,445,433          (3,698)       --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       (222,372)      9,623,019       6,597,665        --
                           --------------   -------------   ------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      6,986,352      11,233,773       6,273,947         19,946
                           --------------   -------------   ------------   ---------------
UNIT TRANSACTIONS:
  Purchases..............      9,244,144      17,606,410      13,468,482        --
  Net transfers..........      5,996,311      27,369,558      18,368,378        --
  Surrenders for benefit
   payments and fees.....     (3,894,672)     (4,568,343)       (982,314)       (42,255)
  Net annuity
   transactions..........         83,430          98,040         --             --
                           --------------   -------------   ------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     11,429,213      40,505,665      30,854,546        (42,255)
                           --------------   -------------   ------------   ---------------
  Net increase (decrease)
   in net assets.........     18,415,565      51,739,438      37,128,493        (22,309)
NET ASSETS:
  Beginning of period....     57,422,373      71,393,635       9,173,890        509,012
                           --------------   -------------   ------------   ---------------
  End of period..........    $75,837,938    $123,133,073    $ 46,302,383       $486,703
                           --------------   -------------   ------------   ---------------
                           --------------   -------------   ------------   ---------------
</TABLE>

  *  From inception, March 2, 1998 to December 31, 1998.

 HARTFORD LIFE INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
                           INTERNATIONAL        SMALL          MIDCAP        SMITH BARNEY
                           ADVISERS FUND    COMPANY FUND        FUND        CASH PORTFOLIO
                            SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT*      SUB-ACCOUNT
                           --------------   -------------   -------------   ---------------
<S>                        <C>              <C>             <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................    $ 1,035,994     $  (457,120)    $   (12,661)       $ 21,390
  Capital gains income...        110,732       3,307,195         --              --
  Net realized gain
   (loss) on security
   transactions..........         13,808         (36,223)         (2,185)        --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................        118,913       1,332,603         336,895         --
                           --------------   -------------   -------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      1,279,447       4,146,455         322,049          21,390
                           --------------   -------------   -------------   ---------------
UNIT TRANSACTIONS:
  Purchases..............     18,887,741      24,742,079       2,088,623         --
  Net transfers..........      9,531,179      30,544,670       6,774,154         --
  Surrenders for benefit
   payments and fees.....     (2,110,213)     (1,630,264)        (10,936)        (93,309)
  Net annuity
   transactions..........         25,045          44,603         --              --
                           --------------   -------------   -------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     26,333,752      53,701,088       8,851,841         (93,309)
                           --------------   -------------   -------------   ---------------
  Net increase (decrease)
   in net assets.........     27,613,199      57,847,543       9,173,890         (71,919)
NET ASSETS:
  Beginning of period....     29,809,174      13,546,092         --              580,931
                           --------------   -------------   -------------   ---------------
  End of period..........    $57,422,373     $71,393,635     $ 9,173,890        $509,012
                           --------------   -------------   -------------   ---------------
                           --------------   -------------   -------------   ---------------
</TABLE>

  *  From inception, July 15, 1997 to December 31, 1997.
 **  From inception, June 3, 1997 to December 31, 1997.
***  From inception, October 23, 1997 to December 31, 1997.

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                            SA-19
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                              SMITH BARNEY          SMITH BARNEY          BB&T GROWTH &     AMSOUTH EQUITY        MENTOR
                           APPRECIATION FUND    GOVERNMENT PORTFOLIO       INCOME FUND        INCOME FUND     CAPITAL GROWTH
                              SUB-ACCOUNT            SUB-ACCOUNT           SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT*
                           ------------------   ---------------------   -----------------   ---------------   ---------------
<S>                        <C>                  <C>                     <C>                 <C>               <C>
OPERATIONS:
  Net investment income
   (loss)................       $    526               $ 1,465             $    28,796        $   134,592       $   (85,499)
  Capital gains income...         15,116              --                      --                 --                --
  Net realized gain
   (loss) on security
   transactions..........             51              --                         1,013              4,124            (4,500)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         17,076              --                     1,927,801            971,715         1,696,228
                                --------               -------          -----------------   ---------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         32,769                 1,465               1,957,610          1,110,431         1,606,229
                                --------               -------          -----------------   ---------------   ---------------
UNIT TRANSACTIONS:
  Purchases..............       --                    --                     9,760,778         14,622,450        11,672,774
  Net transfers..........       --                    --                     6,090,057          5,094,816         5,647,677
  Surrenders for benefit
   payments and fees.....         (3,555)               (4,272)               (574,799)          (733,985)         (248,948)
  Net annuity
   transactions..........       --                    --                      --                   25,393          --
                                --------               -------          -----------------   ---------------   ---------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........         (3,555)               (4,272)             15,276,036         19,008,674        17,071,503
                                --------               -------          -----------------   ---------------   ---------------
  Net increase (decrease)
   in net assets.........         29,214                (2,807)             17,233,646         20,119,105        18,677,732
NET ASSETS:
  Beginning of period....        170,573                37,164               6,477,420          2,391,916          --
                                --------               -------          -----------------   ---------------   ---------------
  End of period..........       $199,787               $34,357             $23,711,066        $22,511,021       $18,677,732
                                --------               -------          -----------------   ---------------   ---------------
                                --------               -------          -----------------   ---------------   ---------------

<CAPTION>
                           MENTOR PERPETUAL       MENTOR
                             INTERNATIONAL        GROWTH
                             SUB-ACCOUNT*      SUB-ACCOUNT*
                           -----------------   -------------
<S>                        <C>                 <C>
OPERATIONS:
  Net investment income
   (loss)................     $   (51,799)      $   (44,785)
  Capital gains income...        --                 --
  Net realized gain
   (loss) on security
   transactions..........           1,684            (1,365)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         601,328           610,042
                           -----------------   -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         551,213           563,892
                           -----------------   -------------
UNIT TRANSACTIONS:
  Purchases..............       6,236,230         6,771,031
  Net transfers..........       4,185,922         3,215,967
  Surrenders for benefit
   payments and fees.....        (161,010)          (80,660)
  Net annuity
   transactions..........        --                 --
                           -----------------   -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      10,261,142         9,906,338
                           -----------------   -------------
  Net increase (decrease)
   in net assets.........      10,812,355        10,470,230
NET ASSETS:
  Beginning of period....        --                 --
                           -----------------   -------------
  End of period..........     $10,812,355       $10,470,230
                           -----------------   -------------
                           -----------------   -------------
</TABLE>

<TABLE>
<CAPTION>
                              SMITH BARNEY          SMITH BARNEY          BB&T GROWTH &     AMSOUTH EQUITY     U.S. GOVERNMENT
                           APPRECIATION FUND    GOVERNMENT PORTFOLIO       INCOME FUND        INCOME 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)................       $    687               $ 1,594             $    22,704        $     1,732          $   2,019
  Capital gains income...         22,341              --                           662           --                 --
  Net realized gain
   (loss) on security
   transactions..........          6,810              --                      --                 --                 --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................          8,816              --                       409,485             32,195           --
                                --------               -------          -----------------   ---------------       ----------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         38,654                 1,594                 432,851             33,927              2,019
                                --------               -------          -----------------   ---------------       ----------
UNIT TRANSACTIONS:
  Purchases..............       --                    --                     5,104,417          2,100,608           --
  Net transfers..........       --                    --                     1,006,220            259,438            (88,379)
  Surrenders for benefit
   payments and fees.....        (40,942)               (4,272)                (66,068)            (2,057)            (9,133)
  Net annuity
   transactions..........       --                    --                      --                 --                  (21,870)
                                --------               -------          -----------------   ---------------       ----------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........        (40,942)               (4,272)              6,044,569          2,357,989           (119,382)
                                --------               -------          -----------------   ---------------       ----------
  Net increase (decrease)
   in net assets.........         (2,288)               (2,678)              6,477,420          2,391,916           (117,363)
NET ASSETS:
  Beginning of period....        172,861                39,842                --                 --                  117,363
                                --------               -------          -----------------   ---------------       ----------
  End of period..........       $170,573               $37,164             $ 6,477,420        $ 2,391,916          $--
                                --------               -------          -----------------   ---------------       ----------
                                --------               -------          -----------------   ---------------       ----------
</TABLE>

  *  From inception, July 15, 1997 to December 31, 1997.
 **  From inception, June 3, 1997 to December 31, 1997.
***  From inception, October 23, 1997 to December 31, 1997.

<PAGE>
SA-20                                            HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                             GROWTH AND
                            INCOME FUND
                           SUB-ACCOUNT**
                           --------------
<S>                        <C>
OPERATIONS:
  Net investment income
   (loss)................    $    5,967
  Capital gains income...       --
  Net realized gain
   (loss) on security
   transactions..........        (2,267)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       740,175
                           --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............       743,875
                           --------------
UNIT TRANSACTIONS:
  Purchases..............     1,325,581
  Net transfers..........     4,236,085
  Surrenders for benefit
   payments and fees.....       (56,204)
  Net annuity
   transactions..........       --
                           --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     5,505,462
                           --------------
  Net increase (decrease)
   in net assets.........     6,249,337
NET ASSETS:
  Beginning of period....       --
                           --------------
  End of period..........    $6,249,337
                           --------------
                           --------------
</TABLE>

 **  From inception, June 1, 1998 to December 31, 1998.
***  From inception, September 30, 1998 to December 31, 1998.
**** From inception, December 16, 1998 to December 31, 1998.

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                            SA-21
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                HIGH             GLOBAL        MITCHELL HUTCHINS GROWTH    MITCHELL HUTCHINS STRATEGIC
                             YIELD FUND       LEADERS FUND       AND INCOME PORTFOLIO            INCOME PORTFOLIO
                           SUB-ACCOUNT***    SUB-ACCOUNT***         SUB-ACCOUNT****              SUB-ACCOUNT****
                           ---------------   ---------------   -------------------------   ----------------------------
<S>                        <C>               <C>               <C>                         <C>
OPERATIONS:
  Net investment income
   (loss)................     $   32,022         $    472               $    38                       $  111
  Capital gains income...       --                 16,340                   702                            6
  Net realized gain
   (loss) on security
   transactions..........           (287)           1,084             --                          --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         (9,874)          10,436                   (20)                        (145)
                           ---------------   ---------------            -------                       ------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         21,861           28,332                   720                          (28)
                           ---------------   ---------------            -------                       ------
UNIT TRANSACTIONS:
  Purchases..............        226,463          114,768                10,000                       10,000
  Net transfers..........      1,697,571          456,296             --                          --
  Surrenders for benefit
   payments and fees.....         (2,348)            (286)                   (1)                          (1)
  Net annuity
   transactions..........       --                --                  --                          --
                           ---------------   ---------------            -------                       ------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........      1,921,686          570,778                 9,999                        9,999
                           ---------------   ---------------            -------                       ------
  Net increase (decrease)
   in net assets.........      1,943,547          599,110                10,719                        9,971
NET ASSETS:
  Beginning of period....       --                --                  --                          --
                           ---------------   ---------------            -------                       ------
  End of period..........     $1,943,547         $599,110               $10,719                       $9,971
                           ---------------   ---------------            -------                       ------
                           ---------------   ---------------            -------                       ------

<CAPTION>
                           MITCHELL HUTCHINS TACTICAL
                              ALLOCATION PORTFOLIO
                                 SUB-ACCOUNT****
                           ---------------------------
<S>                        <C>
OPERATIONS:
  Net investment income
   (loss)................            $     7
  Capital gains income...                 56
  Net realized gain
   (loss) on security
   transactions..........         --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................                507
                                     -------
  Net increase (decrease)
   in net assets
   resulting from
   operations............                570
                                     -------
UNIT TRANSACTIONS:
  Purchases..............             10,000
  Net transfers..........         --
  Surrenders for benefit
   payments and fees.....                  1
  Net annuity
   transactions..........         --
                                     -------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........             10,001
                                     -------
  Net increase (decrease)
   in net assets.........             10,571
NET ASSETS:
  Beginning of period....         --
                                     -------
  End of period..........            $10,571
                                     -------
                                     -------
</TABLE>

 **  From inception, June 1, 1998 to December 31, 1998.
***  From inception, September 30, 1998 to December 31, 1998.
**** From inception, December 16, 1998 to December 31, 1998.

<PAGE>

SA-22                                            HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 SEPARATE ACCOUNT TWO
- --------------------------------------------------------------------------------
 NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 1998

 1.  ORGANIZATION:

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

 2.  SIGNIFICANT ACCOUNTING POLICIES:

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

   a)  SECURITY TRANSACTIONS--Security transactions are recorded on the trade
       date (date the order to buy or sell is executed). 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. Capital gains income
       represents those dividends from the Funds which are characterized as
       capital gains under tax regulations.

   b)  SECURITY VALUATION--The investments in shares of the Funds are valued at
       the closing net asset value per share as determined by the appropriate
       Fund as of December 31, 1998.

   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.

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

 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:
    Deduction and Charges -- Certain amounts are deducted from the Contracts, as
    described below:

   a)  MORTALITY AND EXPENSE RISK CHARGES--The Company will make deductions at a
       maximum annual rate of 1.50% of the Contract's value for the mortality
       and expense risks which the Company undertakes.

   b)  TAX EXPENSE CHARGE--If applicable, the Company will make deductions at a
       maximum rate of 4.0% of the Contract's value to meet premium tax
       requirements. An additional tax charge based on a percentage of the
       Contract's value may be assessed to partial withdrawals or surrenders.
       These expenses are reflected in surrenders for benefit payments and fees
       on the accompanying statements of changes in net assets.

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

 4.  HARTFORD U.S. GOVERNMENT MONEY MARKET FUND:

    On June 27, 1997, the Hartford U.S. Government Money Market Fund was merged
    with the HVA Money Market Fund. Accordingly, all contractholder account
    values held in the Hartford U.S. Government Money Market Fund were exchanged
    for equivalent account values of HVA Money Market Fund on June 27, 1997.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-1
- --------------------------------------------------------------------------------

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company:

We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the
related Consolidated Statements of Income, Changes in Stockholder's Equity and
Cash Flows for each of the three years in the period ended December 31, 1998.
These Consolidated Financial Statements and the schedules referred to below are
the responsibility of Hartford Life Insurance Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.

We conducted our audits in accordance with 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 Consolidated Financial Statements referred to above present
fairly, in all material respects, the financial position of Hartford Life
Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998 in conformity with generally accepted
accounting principles.

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

                                         ARTHUR ANDERSEN LLP

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

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                           FOR THE YEARS
                                                         ENDED DECEMBER 31,
                                                      ------------------------
                                                       1998     1997     1996
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 Revenues
   Premiums and other considerations...............   $2,218   $1,637   $1,705
   Net investment income...........................    1,759    1,368    1,397
   Net realized capital (losses) gains.............       (2)       4     (213)
                                                      ------   ------   ------
     Total revenues................................    3,975    3,009    2,889
                                                      ------   ------   ------
 Benefits, claims and expenses
   Benefits, claims and claim adjustment
    expenses.......................................    1,911    1,379    1,535
   Amortization of deferred policy acquisition
    costs..........................................      431      335      234
   Dividends to policyholders......................      329      240      635
   Other expenses..................................      766      586      427
                                                      ------   ------   ------
     Total benefits, claims and expenses...........    3,437    2,540    2,831
                                                      ------   ------   ------
   Income before income tax expense................      538      469       58
   Income tax expense..............................      188      167       20
                                                      ------   ------   ------
 Net income........................................   $  350   $  302   $   38
                                                      ------   ------   ------
                                                      ------   ------   ------
</TABLE>

                See Notes to Consolidated Financial Statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-3
- --------------------------------------------------------------------------------

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       AS OF DECEMBER
                                                             31,
                                                      -----------------
                                                       1998      1997
                                                      -------   -------
 <S>                                                  <C>       <C>
                                                        (IN MILLIONS,
                                                      EXCEPT FOR SHARE
                                                            DATA)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost of $14,505 and
    $13,885).......................................   $14,818   $14,176
   Equity securities, at fair value................        31       180
   Policy loans, at outstanding balance............     6,684     3,756
   Other investments, at cost......................       264        47
                                                      -------   -------
     Total investments.............................    21,797    18,159
   Cash............................................        17        54
   Premiums receivable and agents' balances........        17        18
   Reinsurance recoverables........................     1,257     6,114
   Deferred policy acquisition costs...............     3,754     3,315
   Deferred income tax.............................       464       348
   Other assets....................................       695       682
   Separate account assets.........................    90,262    69,055
                                                      -------   -------
     Total assets..................................   $118,263  $97,745
                                                      -------   -------
                                                      -------   -------

 Liabilities
   Future policy benefits..........................   $ 3,595   $ 3,059
   Other policyholder funds........................    19,615    21,034
   Other liabilities...............................     2,094     2,254
   Separate account liabilities....................    90,262    69,055
                                                      -------   -------
     Total liabilities.............................   115,566    95,402
                                                      -------   -------

 Stockholder's Equity
   Common stock -- 1,000 shares authorized, issued
    and outstanding, par value $5,690..............         6         6
   Capital surplus.................................     1,045     1,045
   Accumulated other comprehensive income
     Net unrealized capital gains on securities,
      net of tax...................................       184       179
                                                      -------   -------
     Total accumulated other comprehensive
      income.......................................       184       179
                                                      -------   -------
   Retained earnings...............................     1,462     1,113
                                                      -------   -------
     Total stockholder's equity....................     2,697     2,343
                                                      -------   -------
   Total liabilities and stockholder's equity......   $118,263  $97,745
                                                      -------   -------
                                                      -------   -------
</TABLE>

                See Notes to Consolidated Financial Statements.
<PAGE>
F-4                             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                      ACCUMULATED
                                                                         OTHER
                                                                     COMPREHENSIVE
                                                                        INCOME
                                                                    ---------------
                                                                    NET UNREALIZED
                                                                     CAPITAL GAINS
                                                                      (LOSSES) ON                       TOTAL
                                           COMMON     CAPITAL         SECURITIES,      RETAINED     STOCKHOLDER'S
                                           STOCK      SURPLUS         NET OF TAX       EARNINGS        EQUITY
                                           ------  --------------   ---------------   -----------   -------------
                                                                       (IN MILLIONS)
 <S>                                       <C>     <C>              <C>               <C>           <C>
 1998
 Balance, December 31, 1997..............    $ 6       $    1,045        $179           $1,113         $2,343
 Comprehensive income
   Net income............................     --               --          --              350            350
                                                                                                       ------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............     --               --           5               --              5
                                                                                                       ------
 Total other comprehensive income........                                                                   5
                                                                                                       ------
   Total comprehensive income                                                                             355
                                                                                                       ------
 Dividends...............................     --               --          --               (1)            (1)
                                           ------          ------       -----         -----------      ------
     Balance, December 31, 1998..........    $ 6       $    1,045        $184           $1,462         $2,697
                                           ------          ------       -----         -----------      ------
 1997
 Balance, December 31, 1996..............    $ 6       $    1,045        $ 30           $  811         $1,892
 Comprehensive income
   Net income............................     --               --          --              302            302
                                                                                                       ------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............     --               --         149               --            149
                                                                                                       ------
 Total other comprehensive income........                                                                 149
                                                                                                       ------
   Total comprehensive income                                                                             451
                                           ------          ------       -----         -----------      ------
     Balance, December 31, 1997..........    $ 6       $    1,045        $179           $1,113         $2,343
                                           ------          ------       -----         -----------      ------
 1996
 Balance, December 31, 1995..............    $ 6       $    1,007        $(57)          $  773         $1,729
 Comprehensive income
   Net income............................     --               --          --               38             38
                                                                                                       ------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............     --               --          87               --             87
                                                                                                       ------
 Total other comprehensive income........                                                                  87
                                                                                                       ------
   Total comprehensive income............                                                                 125
                                                                                                       ------
 Capital contribution....................     --               38          --               --             38
                                           ------          ------       -----         -----------      ------
     Balance, December 31, 1996..........    $ 6       $    1,045        $ 30           $  811         $1,892
                                           ------          ------       -----         -----------      ------
                                           ------          ------       -----         -----------      ------
</TABLE>

- ---------

    (1) Net unrealized capital gain on securities is reflected net of tax of $3,
$80 and $47, as of December 31, 1998, 1997 and 1996, respectively.

    (2) There was no reclassification adjustment for after-tax gains (losses)
realized in net income for the years ended December 31, 1998 and 1997. December
31, 1996 is net of a $142 reclassification adjustment for after-tax losses
realized in net income.

                See Notes to Consolidated Financial Statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-5
- --------------------------------------------------------------------------------

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                               FOR THE YEARS ENDED
                                                   DECEMBER 31,
                                          ------------------------------
                                            1998       1997       1996
                                          --------   --------   --------
                                                  (IN MILLIONS)
<S>                                       <C>        <C>        <C>
Operating Activities
  Net income............................  $    350   $    302   $     38
  Adjustments to reconcile net income to
   net cash provided by operating
   activities
  Depreciation and amortization.........       (23)         8         14
  Net realized capital losses (gains)...         2         (4)       213
  Decrease in premiums receivable and
   agents' balances.....................         1        119         10
  (Decrease) increase in other
   liabilities..........................       (79)       223        577
  Change in receivables, payables, and
   accruals.............................        83        107        (22)
  Increase (decrease) in accrued
   taxes................................        60        126        (91)
  (Increase) decrease in deferred income
   taxes................................      (118)        40       (102)
  Increase in deferred policy
   acquisition costs....................      (439)      (555)      (572)
  Increase in future policy benefits....       536        585        101
  (Increase) decrease in reinsurance
   recoverables and other related
   assets...............................        (2)        21       (146)
                                          --------   --------   --------
    Net cash provided by operating
     activities.........................       371        972         20
                                          --------   --------   --------
Investing Activities
  Purchases of investments..............    (6,061)    (6,869)    (5,854)
  Sales of investments..................     4,901      4,256      3,543
  Maturity of investments...............     1,761      2,329      2,693
                                          --------   --------   --------
    Net cash provided by (used for)
     investing activities...............       601       (284)       382
                                          --------   --------   --------
Financing Activities
  Capital contribution..................        --         --         38
  Net disbursements for investment and
   universal life-type contracts charged
   against policyholder accounts........    (1,009)      (677)      (443)
                                          --------   --------   --------
    Net cash used for financing
     activities.........................    (1,009)      (677)      (405)
                                          --------   --------   --------
  Net (decrease) increase in cash.......       (37)        11         (3)
  Cash -- beginning of year.............        54         43         46
                                          --------   --------   --------
  Cash -- end of year...................  $     17   $     54   $     43
                                          --------   --------   --------
                                          --------   --------   --------
Supplemental Disclosure of Cash Flow
 Information:
  Net Cash Paid During the Year for:
  Income taxes..........................  $    263   $      9   $    189

Noncash Investing Activities:
  Due to the recapture of an in force block of business previously ceded
   to MBL Life Assurance Co. of New Jersey, reinsurance recoverables of
   $4,546 were exchanged for the fair value of assets comprised of
   $4,354 in policy loans and $192 in other assets.
</TABLE>

                See Notes to Consolidated Financial Statements.
<PAGE>
F-6                             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   (DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA UNLESS OTHERWISE STATED)

 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

    These Consolidated Financial Statements include Hartford Life Insurance
Company and its wholly-owned subsidiaries ("Hartford Life Insurance Company" or
the "Company"), Hartford Life and Annuity Insurance Company (ILA) and Hartford
International Life Reassurance Corporation (HLRe), formerly American Skandia
Life Reinsurance Corporation. The Company is a wholly-owned subsidiary of
Hartford Life and Accident Insurance Company (HLA), a wholly-owned subsidiary of
Hartford Life, Inc. (Hartford Life). Hartford Life is a direct subsidiary of
Hartford Accident and Indemnity Company (HA&I), an indirect subsidiary of The
Hartford Financial Services Group, Inc. (The Hartford). Pursuant to an initial
public offering (the "IPO") on May 22, 1997, Hartford Life sold 26 million
shares of Class A Common Stock at $28.25 per share and received proceeds, net of
offering expenses, of $687. Of the proceeds, $527 was used to retire debt
related to Hartford Life's outstanding promissory notes and line of credit with
the remaining $160 contributed by Hartford Life to HLA to support growth in its
core businesses. Hartford Life became a publicly traded company upon the sale of
26 million shares representing approximately 18.6% of the equity ownership in
Hartford Life. On December 19, 1995, ITT Industries, Inc. (formerly ITT
Corporation) (ITT) distributed all the outstanding shares of capital stock of
The Hartford to ITT stockholders of record on such date. As a result, The
Hartford became an independent, publicly traded company.

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

 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF PRESENTATION

    These Consolidated Financial Statements present the financial position,
results of operations and cash flows of the Company. All material intercompany
transactions and balances between the Company, its subsidiaries and affiliates
have been eliminated. The Consolidated Financial Statements are prepared on the
basis of generally accepted accounting principles which differ materially from
the statutory accounting practices prescribed by various insurance regulatory
authorities.

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

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

(b) CHANGES IN ACCOUNTING PRINCIPLES

    In November 1998, the Emerging Issues Task Force (EITF) reached consensus on
Issue No. 98-15, "Structured Notes Acquired for a Specific Investment Strategy".
This EITF issue requires companies to account for structured notes acquired for
a specific investment strategy, as a unit. Affected companies that entered into
these notes prior to September 25, 1998 are required to either restate prior
period financial statements to conform with the prescribed unit accounting model
or disclose the related impact on earnings for all periods presented and
cumulatively over the life of the instruments had the registrant accounted for
the structure as a unit. Based upon recently prescribed current generally
accepted accounting principles for such types of transactions entered into after
September 24, 1998, there was no additional earnings impact to the Company
related to combined structured note transactions. As of December 31, 1998, the
Company does not hold any combined structured notes.

    In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities". The new standard establishes
accounting and reporting guidance for derivative instruments, including certain
derivative instruments embedded in other contracts. The standard requires, among
other things, that all derivatives be carried on the balance sheet at fair
value. The standard also specifies hedge accounting criteria under which a
derivative can qualify for special accounting. In order to receive special
accounting, the derivative instrument must qualify as either
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-7
- --------------------------------------------------------------------------------

a hedge of the fair value or the variability of the cash flow of a qualified
asset or liability. Special accounting for qualifying hedges provides for
matching the timing of gain or loss recognition on the hedging instrument with
the recognition of the corresponding changes in value of the hedged item. SFAS
No. 133 will be effective for fiscal years beginning after June 15, 1999.
Initial application for Hartford Life Insurance Company will begin for the first
quarter of the year 2000. While Hartford Life Insurance Company is currently in
the process of quantifying the impact of SFAS No. 133, the Company is reviewing
its derivative holdings in order to take actions needed to minimize potential
volatility, while at the same time maintaining the economic protection needed to
support the goals of its business.

    In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use". The SOP provides
guidance on accounting for the costs of internal use software and in determining
whether the software is for internal use. The SOP defines internal use software
as software that is acquired, internally developed, or modified solely to meet
internal needs and identifies stages of software development and accounting for
the related costs incurred during the stages. This statement is effective for
fiscal years beginning after December 15, 1998 and is not expected to have a
material impact on the Company's financial condition or results of operations.

    Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The objective of this statement is to report a measure of
all changes in equity of an enterprise that result from transactions and other
economic events of the period other than transactions with owners. Comprehensive
income is the total of net income and all other nonowner changes in equity.
Accordingly, the Company has reported comprehensive income in the Consolidated
Statements of Changes in Stockholder's Equity.

    In December 1997, the AICPA issued SOP No. 97-3 "Accounting by Insurance and
Other Enterprises for Insurance Related Assessments". This SOP provides guidance
on accounting by insurance and other enterprises for assessments related to
insurance activities. Specifically, the SOP provides guidance on when a guaranty
fund or other assessment should be recognized, how to measure the liability, and
what information should be disclosed. This SOP will be effective for fiscal
years beginning after December 15, 1998. Adoption of SOP 97-3 is not expected to
have a material impact on the Company's financial condition or results of
operations.

    In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information". The new standard requires public
business enterprises to disclose certain financial and descriptive information
about reportable operating segments in annual financial statements and in
condensed financial statements of interim periods. Operating segments are
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and assessing performance. SFAS No. 131 also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company adopted SFAS No. 131 in 1998.
For additional information, see Note 13.

    On November 14, 1996, the EITF reached a consensus on Issue No. 96-12,
"Recognition of Interest Income and Balance Sheet Classification of Structured
Notes". This EITF issue requires companies to record income on certain
structured securities on a retrospective interest method. The Company adopted
EITF No. 96-12 for structured securities acquired after November 14, 1996.
Adoption of EITF No. 96-12 did not have a material effect on the Company's
financial condition or results of operations.

    In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities" which is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996. This statement established
criteria for determining whether transferred assets should be accounted for as
sales or secured borrowings. Adoption of SFAS No. 125 did not have a material
effect on the Company's financial condition or results of operations.

    Effective January 1, 1996, Hartford Life Insurance Company adopted SFAS No.
121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of ". This statement establishes accounting standards for
the impairment of long-lived assets, certain identifiable intangibles and
goodwill related to those assets to be held and used and for long-lived assets
and certain identifiable intangibles to be disposed. Adoption of SFAS No. 121
did not have a material effect on the Company's financial condition or results
of operations.

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

(c) REVENUE RECOGNITION

    Revenues for investment products and universal life-type policies consist of
policy charges for policy administration, cost of insurance and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.
<PAGE>
F-8                             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

(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 and
mortality assumptions appropriate at the time the policies were issued.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.

(e) INVESTMENTS

    Hartford Life Insurance Company's investments in fixed maturities include
bonds and commercial paper which are considered "available for sale" and
accordingly are carried at fair value with the after-tax difference from cost
reflected as a component of stockholder's equity designated "net unrealized
capital gains on securities, net of tax". Equity securities, which include
common and non-redeemable preferred stocks, are carried at fair values with the
after-tax difference from cost reflected in stockholder's equity. Policy loans
are carried at outstanding balance which approximates fair value. Realized
capital gains and losses on security transactions associated with the Company's
immediate participation guaranteed contracts are excluded from revenues and
deferred over the expected maturity of the securities, since under the terms of
the contracts the realized gains and losses will be credited to policyholders in
future years as they are entitled to receive them. Net realized capital gains
and losses, excluding those related to immediate participation guaranteed
contracts, are reported as a component of revenue and are determined on a
specific identification basis.

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

(f) DERIVATIVE INSTRUMENTS

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

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

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

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

    The cost of options entered into as part of a risk management strategy are
basis adjusted to the underlying asset or liability and amortized over the
remaining life of the
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-9
- --------------------------------------------------------------------------------

option. Gains or losses on expiration or termination are adjusted into the basis
of the underlying asset or liability and amortized over the remaining asset
life.

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

    Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52. Changes in the spot rate of instruments designated
as hedges of the net investment in a foreign subsidiary are reflected in the
cumulative translation adjustments component of stockholder's equity. Cash flows
from futures, options, and swaps, accounted for as hedges, are included with the
cash flows of the item being hedged.
(g) SEPARATE ACCOUNTS

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

(h) DEFERRED POLICY ACQUISITION COSTS

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

    Acquisition costs and their related deferral are included in the Company's
other expenses as follows:

<TABLE>
<CAPTION>
                                         1998       1997       1996
                                       ---------  ---------  ---------
<S>                                    <C>        <C>        <C>
Commissions..........................  $   1,069  $     976  $     848
Deferred acquisition costs...........       (891)      (862)      (823)
Other................................        588        472        402
                                       ---------  ---------  ---------
    Total other expenses.............  $     766  $     586  $     427
                                       ---------  ---------  ---------
                                       ---------  ---------  ---------
</TABLE>

(i) DIVIDENDS TO POLICYHOLDERS

    Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings on that participating
block of business. The participating insurance in force accounted for 71%, 55%
and 44% in 1998, 1997 and 1996, respectively, of total insurance in force.

 3. INVESTMENTS AND DERIVATIVE INSTRUMENTS

(a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Interest income from fixed
 maturities.........................  $     952  $     932  $     918
Interest income from policy loans...        789        425        477
Income from other investments.......         32         26         15
                                      ---------  ---------  ---------
Gross investment income.............      1,773      1,383      1,410
Less: Investment expenses...........         14         15         13
                                      ---------  ---------  ---------
Net investment income...............  $   1,759  $   1,368  $   1,397
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>

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

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

<TABLE>
<CAPTION>
                                                  FOR THE YEARS ENDED
                                                     DECEMBER 31,
                                           ---------------------------------
                                             1998        1997        1996
                                           ---------     -----     ---------
<S>                                        <C>        <C>          <C>
Fixed maturities.........................  $     (28)  $      (7)  $    (201)
Equity securities........................         21          12           2
Real estate and other....................          5          (1)         (4)
Less: Decrease in liability to
 policyholders for realized capital
 gains...................................         --          --         (10)
                                           ---------         ---   ---------
Net realized capital (losses) gains......  $      (2)  $       4   $    (213)
                                           ---------         ---   ---------
                                           ---------         ---   ---------
</TABLE>

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

<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED
                                                          DECEMBER 31,
                                              -------------------------------------
                                                 1998         1997         1996
                                                 -----        -----        -----
<S>                                           <C>          <C>          <C>
Gross unrealized capital gains..............   $       2    $      14    $      13
Gross unrealized capital losses.............          (1)          --           (1)
                                                     ---          ---          ---
Net unrealized capital gains................           1           14           12
Deferred income tax expense.................          --            5            4
                                                     ---          ---          ---
Net unrealized capital gains, net of tax....           1            9            8
Balance -- beginning of year................           9            8            1
                                                     ---          ---          ---
Net change in unrealized capital gains on
 equity securities..........................   $      (8)   $       1    $       7
                                                     ---          ---          ---
                                                     ---          ---          ---
</TABLE>

(d) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES

<TABLE>
<CAPTION>
                                                FOR THE YEARS ENDED
                                                   DECEMBER 31,
                                          -------------------------------
                                            1998       1997       1996
                                          ---------  ---------  ---------
<S>                                       <C>        <C>        <C>
Gross unrealized capital gains..........  $     421  $     371  $     386
Gross unrealized capital losses.........       (108)       (80)      (341)
Unrealized capital gains credited to
 policyholders..........................        (32)       (30)       (11)
                                          ---------  ---------  ---------
Net unrealized capital gains............        281        261         34
Deferred income tax expense.............         98         91         12
                                          ---------  ---------  ---------
Net unrealized capital gains, net of
 tax....................................        183        170         22
Balance -- beginning of year............        170         22        (58)
                                          ---------  ---------  ---------
Net change in unrealized capital gains
 (losses) on fixed maturities...........  $      13  $     148  $      80
                                          ---------  ---------  ---------
                                          ---------  ---------  ---------
</TABLE>

(e) FIXED MATURITY INVESTMENTS

<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1998
                                                                   ---------------------------------------------------
                                                                                   GROSS         GROSS
                                                                   AMORTIZED    UNREALIZED    UNREALIZED
                                                                      COST         GAINS        LOSSES      FAIR VALUE
                                                                   ----------   -----------   -----------   ----------
<S>                                                                <C>          <C>           <C>           <C>
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored)......................................    $   121       $  2          $ --         $   123
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,001         23            (8)          1,016
States, municipalities and political subdivisions................        165          8            --             173
International governments........................................        393         26            (7)            412
Public utilities.................................................        844         33            (3)            874
All other corporate including international......................      5,469        260           (42)          5,687
All other corporate -- asset backed..............................      4,155         58           (42)          4,171
Short-term investments...........................................      1,847         --            --           1,847
Certificates of deposit..........................................        510         11            (6)            515
                                                                   ----------     -----       -----------   ----------
    Total fixed maturities.......................................    $14,505       $421          $(108)       $14,818
                                                                   ----------     -----       -----------   ----------
                                                                   ----------     -----       -----------   ----------
</TABLE>

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

<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1997
                                                                   ---------------------------------------------------
                                                                                   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)......................................    $   217       $  3          $ (1)        $   219
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,175         64           (35)          1,204
States, municipalities and political subdivisions................        211          7            (1)            217
International governments........................................        376         20            (3)            393
Public utilities.................................................        871         26            (3)            894
All other corporate including international......................      5,033        200           (25)          5,208
All other corporate -- asset backed..............................      4,091         41            (8)          4,124
Short-term investments...........................................      1,318         --            --           1,318
Certificates of deposit..........................................        593         10            (4)            599
                                                                   ----------     -----         -----       ----------
    Total fixed maturities.......................................    $13,885       $371          $(80)        $14,176
                                                                   ----------     -----         -----       ----------
                                                                   ----------     -----         -----       ----------
</TABLE>

    The amortized cost and estimated fair value of fixed maturity investments as
of December 31, 1998 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including mortgage backed securities and
collateralized mortgage obligations, are distributed to maturity year based on
the Company's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. These estimates are developed using
prepayment speeds provided in broker consensus data. Such estimates are derived
from prepayment speeds experienced at the interest rate levels projected for the
applicable underlying collateral and can be expected to vary from actual
experience.

                                    MATURITY

<TABLE>
<CAPTION>
                                            AMORTIZED
                                              COST      FAIR VALUE
                                           -----------  -----------
<S>                                        <C>          <C>
One year or less.........................   $   3,047    $   3,116
Over one year through five years.........       4,796        4,843
Over five years through ten years........       3,242        3,318
Over ten years...........................       3,420        3,541
                                           -----------  -----------
    Total................................   $  14,505    $  14,818
                                           -----------  -----------
                                           -----------  -----------
</TABLE>

    Sales of fixed maturities, excluding short-term fixed maturities, for the
years ended December 31, 1998, 1997 and 1996 resulted in proceeds of $3.2
billion, $4.2 billion and $3.5 billion, gross realized capital gains of $103,
$169 and $87, gross realized capital losses (including writedowns) of $131, $176
and $298, respectively. In 1996, gross realized capital losses includes an other
than temporary impairment of $137 related to the Company's block of guaranteed
investment contract business written prior to 1995 which could not recover to
amortized cost prior to sale. Sales of equity security investments for the years
ended December 31, 1998, 1997 and 1996 resulted in proceeds of $35, $132 and $74
and gross realized capital gains of $21, $12 and $2, respectively, and no gross
realized capital losses for all periods.

(f) CONCENTRATION OF CREDIT RISK

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

(g) DERIVATIVE INSTRUMENTS

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

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

    Hartford Life Insurance Company's derivative program is monitored by an
internal compliance unit and is reviewed by senior management and Hartford
Life's Finance Committee of the Board of Directors. Notional amounts, which
represent the basis upon which pay or receive amounts are calculated and are not
reflective of credit risk, pertaining to derivative financial instruments
(excluding
<PAGE>
F-12                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

the Company's guaranteed separate account derivative investments), totaled $6.2
billion and $6.5 billion ($3.9 billion and $4.6 billion related to the Company's
investments, $2.3 billion and $1.9 billion on the Company's liabilities) as of
December 31, 1998 and 1997, respectively.

    The tables below provide a summary of derivative instruments held by
Hartford Life Insurance Company as of December 31, 1998 and 1997, segregated by
major investment and liability category:

<TABLE>
<CAPTION>
                                                          1998 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------------
                                                                                                  FOREIGN
                                      TOTAL      ISSUED    PURCHASED                  INTEREST    CURRENCY     TOTAL
                                     CARRYING    CAPS &      CAPS &      FUTURES        RATE       SWAPS      NOTIONAL
           ASSETS HEDGED              VALUE      FLOORS      FLOORS        (2)         SWAPS        (3)        AMOUNT
- -----------------------------------  --------   --------   ----------   ----------   ----------   --------   ----------
<S>                                  <C>        <C>        <C>          <C>          <C>          <C>        <C>
Asset backed securities (excluding
 inverse floaters and
 anticipatory).....................  $  5,163   $     --   $   188      $     3      $      885     $--       $ 1,076
Inverse floaters (1)...............        24         44        55           --              --      --            99
Anticipatory (4)...................        --         --        --           --             235      --           235
Other bonds and notes..............     7,683        461       597           18           1,300      90         2,466
Short-term investments.............     1,948         --        --           --              --      --            --
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total fixed maturities.........    14,818        505       840           21           2,420      90         3,876
Equity securities, policy loans and
 other investments.................     6,979         --        --           --              --      --            --
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total investments..............  $ 21,797        505       840           21           2,420      90         3,876
    Other policyholder funds.......  $ 19,615      1,100        50           --           1,195      --         2,345
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total derivative instruments --
     notional value................             $  1,605   $   890      $    21      $    3,615     $90       $ 6,221
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total derivative instruments --
     fair value....................             $     (6)  $    19      $    --      $       27     $(7)      $    33
                                     --------   --------   ----------   ----------   ----------     ---      ----------
                                     --------   --------   ----------   ----------   ----------     ---      ----------
</TABLE>

<TABLE>
<CAPTION>
                                                          1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------------
                                                                                                  FOREIGN
                                      TOTAL      ISSUED    PURCHASED                  INTEREST    CURRENCY     TOTAL
                                     CARRYING    CAPS &      CAPS &      FUTURES        RATE       SWAPS      NOTIONAL
           ASSETS HEDGED              VALUE      FLOORS      FLOORS        (2)         SWAPS        (3)        AMOUNT
- -----------------------------------  --------   --------   ----------   ----------   ----------   --------   ----------
<S>                                  <C>        <C>        <C>          <C>          <C>          <C>        <C>
Asset backed securities
 (excluding inverse floaters and
 anticipatory).....................  $  5,253   $    500   $ 1,404      $    28      $      221     $--       $ 2,153
Inverse floaters (1)...............        75         47        80           --              25      --           152
Anticipatory (4)...................        --         --        --           --              --      --            --
Other bonds and notes..............     7,531        462       460           22           1,258      91         2,293
Short-term investments.............     1,317         --        --           --              --      --            --
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total fixed maturities.........    14,176      1,009     1,944           50           1,504      91         4,598
Equity securities, policy loans and
 other investments.................     3,983         --        --           --              --      --            --
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total investments..............  $ 18,159      1,009     1,944           50           1,504      91         4,598
    Other policyholder funds.......  $ 21,034         10       150           --           1,747      --         1,907
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total derivative instruments --
     notional value................             $  1,019   $ 2,094      $    50      $    3,251     $91       $ 6,505
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total derivative instruments --
     fair value....................             $     (8)  $    23      $    --      $       19     $(6)      $    28
                                     --------   --------   ----------   ----------   ----------     ---      ----------
                                     --------   --------   ----------   ----------   ----------     ---      ----------
</TABLE>

- ---------

    (1) Inverse floaters are variations of collateralized mortgage obligations
(CMO's) for which the coupon rates move inversely with an index rate such as the
London Interbank Offered Rate (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, caps and floors.

    (2) As of December 31, 1998 and 1997, approximately 5% and 44% ,
respectively, of the notional futures contracts expire within one year.

    (3) As of December 31, 1998 and 1997, approximately 11% and 16%,
respectively, of foreign currency swaps expire within one year.

    (4) Deferred gains and losses on anticipatory transactions are included in
the carrying value of fixed maturities in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment to
the purchased asset. As of December 31, 1998 and 1997, the Company had no
deferred gains for interest rate swaps. During 1998, $1.5 in deferred gains were
basis adjusted.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-13
- --------------------------------------------------------------------------------

    The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                    DECEMBER 31, 1997                    MATURITIES/      DECEMBER 31, 1998
                                                     NOTIONAL AMOUNT      ADDITIONS   TERMINATIONS (1)     NOTIONAL AMOUNT
                                                  ---------------------   ----------  -----------------   -----------------
<S>                                               <C>                     <C>         <C>                 <C>
BY DERIVATIVE TYPE
Caps............................................        $1,239              $ 1,000        $  327              $1,912
Floors..........................................         1,864                   --         1,281                 583
Swaps/Forwards..................................         3,342                1,838         1,475               3,705
Futures.........................................            50                    8            37                  21
Options.........................................            10                   --            10                  --
                                                       -------            ----------      -------             -------
    Total.......................................        $6,505              $ 2,846        $3,130              $6,221
                                                       -------            ----------      -------             -------
BY STRATEGY
Liability.......................................        $1,907              $ 1,099        $  661              $2,345
Anticipatory....................................            --                  242             7                 235
Asset...........................................         1,805                1,260           667               2,398
Portfolio.......................................         2,793                  245         1,795               1,243
                                                       -------            ----------      -------             -------
    Total.......................................        $6,505              $ 2,846        $3,130              $6,221
                                                       -------            ----------      -------             -------
                                                       -------            ----------      -------             -------
</TABLE>

- ---------

    (1) During 1998, the Company had no significant gains or losses on
terminations of hedge positions using derivative financial instruments.

 4. FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

    For policy loans, carrying amounts approximate fair value.

    Fair value for other invested assets primarily consist of partnerships and
trusts that are based on external market valuations from partnership and trust
management as well as mortgage loans where carrying amounts approximate fair
value.

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

    The fair value of derivative financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a pricing
model which is validated through periodic comparison to dealer quoted prices.

    The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
                                                                1998                1997
                                                         ------------------  ------------------
                                                         CARRYING    FAIR    CARRYING    FAIR
                                                          AMOUNT     VALUE    AMOUNT     VALUE
                                                         ---------  -------  ---------  -------
<S>                                                      <C>        <C>      <C>        <C>
ASSETS
  Fixed maturities.....................................   $ 14,818  $14,818   $ 14,176  $14,176
  Equity securities....................................         31       31        180      180
  Policy loans.........................................      6,684    6,684      3,756    3,756
  Other investments....................................        264      309         47       91
LIABILITIES
  Other policyholder funds (1).........................   $ 11,709  $11,726   $ 11,769  $11,755
</TABLE>

- ---------

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

<PAGE>
F-14                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

 5. SEPARATE ACCOUNTS

    Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $90.3 billion and $69.1 billion as of December 31, 1998 and
1997, respectively, which are reported at fair value. Separate account assets,
which are segregated from other investments, reflect two categories of risk
assumption: non-guaranteed separate accounts totaling $80.6 billion and $58.6
billion as of December 31, 1998 and 1997, respectively, wherein the policyholder
assumes the investment risk, and guaranteed separate accounts totaling $9.7 and
$10.5 billion as of December 31, 1998 and 1997, respectively, wherein Hartford
Life Insurance Company contractually guarantees either a minimum return or
account value to the policyholder. Included in non-guaranteed separate account
assets were policy loans totaling $1.8 billion and $1.9 billion as of December
31, 1998 and 1997, respectively. Net investment income (including net realized
capital gains and losses) and interest credited to policyholders on separate
account assets are not reflected in the Consolidated Statements of Income.

    Separate account management fees and other revenues were $908, $699 and $538
in 1998, 1997 and 1996, respectively. The guaranteed separate accounts include
fixed market value adjusted (MVA) individual annuity and modified guaranteed
life insurance. The average credited interest rate on these contracts was 6.6%
and 6.5% as of December 31, 1998 and 1997, respectively. The assets that support
these liabilities were comprised of $9.5 billion and $10.2 billion in fixed
maturities as of December 31, 1998 and 1997, respectively. The portfolios are
segregated from other investments and are managed to minimize liquidity and
interest rate risk. In order to minimize the risk of disintermediation
associated with early withdrawals, fixed MVA annuity and modified guaranteed
life insurance contracts carry a graded surrender charge as well as a market
value adjustment. Additional investment risk is hedged using a variety of
derivatives which totaled $40 and $119 in carrying value and $3.5 billion and
$3.0 billion in notional amounts as of December 31, 1998 and 1997, respectively.

 6. STATUTORY RESULTS

<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Statutory net income................  $     211  $     214  $     144
                                      ---------  ---------  ---------
Statutory surplus...................  $   1,676  $   1,441  $   1,207
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>

    A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 1999 is estimated to be $168.

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

 7. STOCK COMPENSATION PLANS

    Hartford Life Insurance Company's employees are included in the 1997
Hartford Life, Inc. Incentive Stock Plan (the "Plan"), which was adopted during
the second quarter of 1997. Under the Plan, options granted may be either
non-qualified options or incentive stock options qualifying under Section 422A
of the Internal Revenue Code. The aggregate number of shares of Class A Common
Stock which may be awarded in any one year shall be subject to an annual limit.
The maximum number of shares of Class A Common Stock which may be granted under
the Plan in each year shall be 1.5% of the total issued and outstanding shares
of Hartford Life Class A Common Stock and treasury stock as reported in the
Annual Report on Hartford Life's Form 10-K for the preceding year plus unused
portions of such limit from prior years. In addition, no more than 5 million
shares of Class A Common Stock shall be cumulatively available for awards of
incentive stock options under the Plan, and no more than 20% of the total number
of shares on a cumulative basis shall be available for restricted stock and
performance shares.

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

    Also included in the Plan are long-term performance awards which become
payable upon the attainment of specific performance goals achieved over a three
year period.

    During the second quarter of 1997, Hartford Life established the Hartford
Life, Inc. Employee Stock Purchase Plan (ESPP). Under this plan, eligible
employees of Hartford Life and the Company may purchase Class A Common Stock of
Hartford Life at a 15% discount from the lower of the market price at the
beginning or end of the quarterly offering period. Hartford Life may sell up to
2,700,000 shares of stock to eligible employees. Hartford Life sold 121,943 and
54,316 shares under the ESPP in 1998 and 1997, respectively. The weighted
average fair value of the discount under the ESPP was $13.80 per share in 1998
and $9.63 per share in 1997.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-15
- --------------------------------------------------------------------------------

 8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS

(a) PENSION PLANS

    Hartford Life Insurance Company's employees are included in The Hartford's
noncontributory defined benefit pension plans. These plans provide pension
benefits that are based on years of service and the employee's compensation
during the last ten years of employment. The Company's funding policy is to
contribute annually an amount between the minimum funding requirements set forth
in the Employee Retirement Income Security Act of 1974, as amended, and the
maximum amount that can be deducted for U.S. Federal income tax purposes.
Generally, pension costs are funded through the purchase of the Company's group
pension contracts. The cost to the Company was approximately $6 in 1998 and $5
in both 1997 and 1996.

    The Company also provides, through The Hartford, certain health care and
life insurance benefits for eligible retired employees. A substantial portion of
the Company's employees may become eligible for these benefits upon retirement.
The Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1998, 1997 and 1996.

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

(b) INVESTMENT AND SAVINGS PLAN

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

 9. REINSURANCE

    Hartford Life Insurance Company cedes insurance to other insurers, including
its parent, HLA, 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. Failure of reinsurers to honor their obligations could
result in losses to the Company. The Company evaluates the financial condition
of its reinsurers and monitors concentration of credit risk.

    Net premiums and other considerations were comprised of the following:

<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Gross premiums......................  $   2,722  $   2,164  $   2,138
Assumed.............................        150        159        190
Ceded...............................       (654)      (686)      (623)
                                      ---------  ---------  ---------
  Net premiums and other
   considerations...................  $   2,218  $   1,637  $   1,705
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>

    The Company ceded approximately $128, $76 and $100 of group life premium to
HLA in 1998, 1997 and 1996, respectively, representing $38.4 billion, $33.6
billion and $33.3 billion of insurance in force, respectively. The Company ceded
$383, $339 and $318 of accident and health premium to HLA in 1998, 1997 and
1996, respectively. The Company assumed $82, $89 and $101 of premium in 1998,
1997 and 1996, respectively, representing $7.4 billion, $8.2 billion and $8.5
billion of individual life insurance in force, respectively, from HLA.

    Life reinsurance recoveries, which reduce death and other benefits,
approximated $97, $158 and $140 for the years ended December 31, 1998, 1997 and
1996, respectively.

    Hartford Life Insurance Company has no significant reinsurance-related
concentrations of credit risk.

 10. INCOME TAX

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

    As long as The Hartford continues to own at least 80% of the combined voting
power and 80% of the value of the outstanding capital stock of Hartford Life,
the Company will be included for Federal income tax purposes in the affiliated
group of which The Hartford is the common parent. It is the intention of The
Hartford and its non-life subsidiaries to file a single consolidated Federal
income tax return. The life insurance companies will file a separate
consolidated federal income tax return. The Company's effective tax rate was
35%, 36% and 35% in 1998, 1997 and 1996, respectively.
<PAGE>
F-16                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

    Income tax expense is as follows:

<TABLE>
<CAPTION>
                                                 FOR THE YEARS ENDED
                                                    DECEMBER 31,
                                           -------------------------------
                                             1998       1997       1996
                                           ---------  ---------  ---------
<S>                                        <C>        <C>        <C>
Current..................................  $     307  $     162  $     118
Deferred.................................       (119)         5        (98)
                                           ---------  ---------  ---------
  Income tax expense.....................  $     188  $     167  $      20
                                           ---------  ---------  ---------
                                           ---------  ---------  ---------
</TABLE>

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

<TABLE>
<CAPTION>
                                                   FOR THE YEARS ENDED
                                                      DECEMBER 31,
                                            ---------------------------------
                                              1998       1997        1996
                                            ---------  ---------     -----
<S>                                         <C>        <C>        <C>
Tax provision at the U.S. Federal
 statutory rate...........................  $     188  $     164   $      20
Other.....................................         --          3          --
                                            ---------  ---------         ---
  Total...................................  $     188  $     167   $      20
                                            ---------  ---------         ---
                                            ---------  ---------         ---
</TABLE>

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

<TABLE>
<CAPTION>
                                                   1998       1997
                                                 ---------  ---------
<S>                                              <C>        <C>
Tax basis deferred policy acquisition costs....  $     751  $     639
Financial statement deferred policy acquisition
 costs and reserves............................        103         69
Employee benefits..............................          4          8
Net unrealized capital gains on securities.....        (98)       (96)
Investments and other..........................       (296)      (272)
                                                 ---------  ---------
  Total........................................  $     464  $     348
                                                 ---------  ---------
                                                 ---------  ---------
</TABLE>

    Hartford Life Insurance Company had a current tax payable of $65 and $64 as
of December 31, 1998 and 1997, respectively.

    Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and, based on current tax law,
will be taxable in the future only under conditions which management considers
to be remote; therefore, no Federal income taxes have been provided on this
deferred income. The balance for tax return purposes of the Policyholders'
Surplus Account as of December 31, 1998 was $104.

 11. RELATED PARTY TRANSACTIONS

    Transactions of the Company with HA&I and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees,
payment of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by The Hartford. Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which, depending on type, are allocated based on either a
percentage of direct expenses or on utilization. Indirect expenses allocated to
the Company by The Hartford were $47, $34 and $40 in 1998, 1997 and 1996,
respectively. Management believes that the methods used are reasonable.

 12. COMMITMENTS AND CONTINGENT LIABILITIES

(a) LITIGATION

    Hartford Life Insurance Company is involved in pending and threatened
litigation in the normal course of its business in which claims for monetary and
punitive damages have been asserted. Although there can be no assurances, at the
present time the Company does not anticipate that the ultimate liability arising
from such pending or threatened litigation, after consideration of provisions
made for potential losses and costs of defense, will have a material adverse
effect on the financial condition or operating results of the Company.

(b) GUARANTY FUNDS

    Under insurance guaranty fund laws in each state, the District of Columbia
and Puerto Rico, insurers licensed to do business can be assessed by state
insurance guaranty associations for certain obligations of insolvent insurance
companies to policyholders and claimants. Recent regulatory actions against
certain large life insurers encountering financial difficulty have prompted
various state insurance guaranty associations to begin assessing life insurance
companies for the deemed losses. Most of these laws do provide, however, that an
assessment may be excused or deferred if it would threaten an insurer's solvency
and further provide annual limits on such assessments. Part of the assessments
paid by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company paid guaranty
fund assessments of approximately $9, $15 and $11 in 1998, 1997 and 1996,
respectively, of which $4, $4 and $5, respectively, were estimated to be
creditable against premium taxes.

(c) LEASES

    The rent paid to Hartford Fire for space occupied by the Company was $7 in
both 1998 and 1997 and $3 in 1996. Future minimum rental commitments are as
follows:

<TABLE>
<S>                <C>
1999.............  $       7
2000.............         12
2001.............         12
2002.............         13
2003.............         13
Thereafter.......         74
                   ---------
  Total..........  $     131
                   ---------
                   ---------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-17
- --------------------------------------------------------------------------------

    Rental expense is recognized on a level basis over the term of the primary
sublease, which expires on December 31, 2009, and amounted to approximately $9
in both 1998 and 1997 and $8 in 1996.

(d) TAX MATTERS

    Hartford Life's federal income tax returns are routinely audited by the
Internal Revenue Service. Hartford Life is currently under audit for the years
1993 through 1995, with the audit for the years 1996 through 1997 expected to
begin during early 1999. Management believes that adequate provision has been
made in the financial statements for items that may result from tax examinations
and other tax related matters.

(e) INVESTMENTS

    As of December 31, 1998, Hartford Life Insurance Company held $71 of asset
backed securities securitized and serviced by Commercial Financial Services,
Inc. (CFS) of which $50 were included in the Company's general account and $21
in the Company's guaranteed separate account. In October 1998, the Company
became aware of allegations of improper activities at CFS. On December 11, 1998,
CFS filed for protection under Chapter 11 of the Bankruptcy Code. As of December
31, 1998, CFS continues to service the asset backed securities, which remain
current on payments of principal and interest, however, the Company does not
expect to recover all of its principal investment. Based upon information
available in the fourth quarter 1998, the Company recognized a $25, after-tax,
writedown related to its holdings in CFS of which $18 was related to the
Company's general account assets. The ultimate realizable amount depends on the
outcome of the bankruptcy of CFS and these estimates are therefore subject to
material change as new information becomes available. The Company is presently
unable to determine the amount of further potential loss, if any, related to the
securities.

 13. SEGMENT INFORMATION

    Hartford Life Insurance Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", during the fourth quarter of
1998. This statement replaces SFAS No. 14, "Financial Reporting for Segments of
a Business Enterprise", and establishes new standards for reporting information
about operating segments in annual financial statements and in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
This statement requires that the reportable operating segments be based on the
Company's internal operations. On this basis, Hartford Life Insurance Company's
segments represent strategic operations which offer different products and
services as well as serve different markets.

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

    The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2.
Hartford Life Insurance Company evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the amortization of net realized capital gains
and losses through net investment income utilizing the duration of the segment's
investment portfolios. The Company's revenues are primarily derived from
customers within the United States. The Company's long-lived assets primarily
consist of deferred policy acquisition costs and deferred tax assets from within
the United States. The following table outlines summarized financial information
concerning the Company's segments. The information for 1997 and 1996 has been
restated to conform to the 1998 presentation.

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

<PAGE>
F-18                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                         INVESTMENT   INDIVIDUAL
1996                                                      PRODUCTS       LIFE       COLI    OTHER    TOTAL
- -------------------------------------------------------  ----------   ----------   -------  ------  --------
<S>                                                      <C>          <C>          <C>      <C>     <C>
Total revenues.........................................   $ 1,002       $  440     $ 1,360  $   87  $  2,889
Net investment income..................................       684          153         480      80     1,397
Amortization of deferred policy acquisition costs......       174           60          --      --       234
Income tax expense (benefit)...........................       (42)          24          11      27        20
Net income (loss)......................................       (77)          44          26      45        38
Assets.................................................    57,410        3,753      14,222   2,377    77,762
</TABLE>

 14. QUARTERLY RESULTS FOR 1998 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                     --------------------------------------------------------------------------------------
                                          MARCH 31,              JUNE 30,           SEPTEMBER 30,          DECEMBER 31,
                                     --------------------  --------------------  --------------------  --------------------
                                       1998       1997       1998       1997       1998       1997       1998       1997
                                     ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues...........................   $    915   $    651   $    721   $    645   $    826   $    679   $  1,513   $  1,034
Benefits, claims and expenses......        787        550        591        536        688        550      1,371        904
Net income.........................         83         63         85         74         89         81         93         84
</TABLE>
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-19
- --------------------------------------------------------------------------------

  SCHEDULE I -- SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN AFFILIATES
                            AS OF DECEMBER 31, 1998
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                   AMOUNT AT
                                                                     WHICH
                                                         FAIR       SHOWN ON
TYPE OF INVESTMENT                              COST     VALUE   BALANCE SHEET
- ---------------------------------------------  -------  -------  --------------
<S>                                            <C>      <C>      <C>
Fixed Maturities
Bonds and Notes
  U. S. Government and Government agencies
   and authorities (guaranteed and
   sponsored)................................  $   121  $   123     $   123
  U. S. Government and Government agencies
   and authorities (guaranteed and sponsored)
   -- asset backed...........................    1,001    1,016       1,016
  States, municipalities and political
   subdivisions..............................      165      173         173
  Foreign governments........................      393      412         412
  Public utilities...........................      844      874         874
  All other corporate including
   international.............................    5,469    5,687       5,687
  All other corporate -- asset backed........    4,155    4,171       4,171
  Short-term investments.....................    1,847    1,847       1,847
Certificates of deposit......................      510      515         515
                                               -------  -------     -------
Total fixed maturities.......................   14,505   14,818      14,818
                                               -------  -------     -------
Equity Securities
Common Stocks
  Industrial and miscellaneous...............       30       31          31
                                               -------  -------     -------
Total equity securities......................       30       31          31
                                               -------  -------     -------
Total fixed maturities and equity
 securities..................................   14,535   14,849      14,849
                                               -------  -------     -------
Policy Loans.................................    6,684    6,684       6,684
                                               -------  -------     -------
Other Investments
  Mortgage loans on real estate..............      206      207         206
  Other invested assets......................       58      102          58
                                               -------  -------     -------
Total other investments......................      264      309         264
                                               -------  -------     -------
Total investments............................  $21,483  $21,842     $21,797
                                               -------  -------     -------
                                               -------  -------     -------
</TABLE>

<PAGE>
F-20                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                                 (IN MILLIONS)
<TABLE>
<CAPTION>
                                                DEFERRED
                                                 POLICY       FUTURE       OTHER         PREMIUMS          NET
                                               ACQUISITION    POLICY     POLICYHOLDER    AND OTHER      INVESTMENT
SEGMENT                                           COSTS      BENEFITS      FUNDS      CONSIDERATIONS     INCOME
- ---------------------------------------------  -----------   ---------   ----------   ---------------   ---------

<S>                                            <C>           <C>         <C>          <C>               <C>
1998
Investment Products..........................    $2,823       $2,407      $ 9,194         $1,043         $  736
Individual Life..............................       931          466        2,307            363            181
Corporate Owned Life Insurance...............        --          225        8,097            774            793
Other........................................        --          497           17             38             49
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,754       $3,595      $19,615         $2,218         $1,759
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------

1997
Investment Products..........................    $2,478       $2,070      $ 9,620         $  771         $  739
Individual Life..............................       837          392        2,182            323            164
Corporate Owned Life Insurance...............        --           56        9,259            551            429
Other........................................        --          541          (27)            (8)            36
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,315       $3,059      $21,034         $1,637         $1,368
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------

1996
Investment Products..........................    $2,030       $1,526      $10,140         $  537         $  684
Individual Life..............................       730          346        2,160            287            153
Corporate Owned Life Insurance...............        --           --        9,823            880            480
Other........................................        --          602           11              1             80
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $2,760       $2,474      $22,134         $1,705         $1,397
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------

<CAPTION>
                                                   NET        BENEFITS,    AMORTIZATION
                                                REALIZED     CLAIMS AND     OF DEFERRED
                                                 CAPITAL        CLAIM         POLICY
                                                  GAINS      ADJUSTMENT     ACQUISITION    DIVIDENDS TO     OTHER
SEGMENT                                         (LOSSES)      EXPENSES         COSTS       POLICYHOLDERS   EXPENSES
- ---------------------------------------------  -----------   -----------   -------------   -------------  ----------
<S>                                            <C>           <C>           <C>             <C>            <C>
1998
Investment Products..........................    $  --         $  670          $326            $ --         $  368
Individual Life..............................       (1)           262           105              --             77
Corporate Owned Life Insurance...............       --            924            --             329            278
Other........................................       (1)            55            --              --             43
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $  (2)        $1,911          $431            $329         $  766
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
1997
Investment Products..........................    $  --         $  677          $250            $ --         $  266
Individual Life..............................       --            242            83              --             77
Corporate Owned Life Insurance...............       --            439            --             240            259
Other........................................        4             21             2              --            (16)
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $   4         $1,379          $335            $240         $  586
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
1996
Investment Products..........................    $(219)        $  744          $175            $ --         $  203
Individual Life..............................       --            245            59              --             68
Corporate Owned Life Insurance...............       --            545            --             634            144
Other........................................        6              1            --               1             12
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $(213)        $1,535          $234            $635         $  427
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-21
- --------------------------------------------------------------------------------

                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                 CEDED TO      ASSUMED FROM               PERCENTAGE
                                                     GROSS        OTHER           OTHER         NET        OF AMOUNT
                                                     AMOUNT     COMPANIES       COMPANIES      AMOUNT   ASSUMED TO NET
                                                    --------  --------------  --------------  --------  ---------------
<S>                                                 <C>       <C>             <C>             <C>       <C>
For the year ended December 31, 1998
Life insurance in force...........................  $326,400     $ 200,782       $  18,289    $143,907        12.7%
Premiums and other considerations
  Life insurance and annuities....................  $  2,329     $     271       $     142    $  2,200         6.5%
  Accident and health insurance...................       393           383               8          18        44.4%
                                                    --------  --------------       -------    --------
Total premiums and other considerations...........  $  2,722     $     654       $     150    $  2,218         6.8%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
For the year ended December 31, 1997
  Life insurance in force.........................  $245,487     $ 178,771       $  33,156    $ 99,872        33.2%
Premiums and other considerations
  Life insurance and annuities....................  $  1,818     $     340       $     157    $  1,635         9.6%
  Accident and health insurance...................       346           346               2           2       100.0%
                                                    --------  --------------       -------    --------
Total premiums and other considerations...........  $  2,164     $     686       $     159    $  1,637         9.7%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
For the year ended December 31, 1996
  Life insurance in force.........................  $177,094     $ 106,146       $  31,957    $102,905        31.1%
Premiums and other considerations
  Life insurance and annuities....................  $  1,801     $     298       $     169    $  1,672        10.1%
  Accident and health insurance...................       337           325              21          33        63.6%
                                                    --------  --------------       -------    --------
Total premiums and other considerations...........  $  2,138     $     623       $     190    $  1,705        11.1%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
</TABLE>


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