HARTFORD LIFE INSURANCE CO, S-1/A, 1995-04-13

HARTFORD LIFE INSURANCE CO
S-1/A, 1995-04-13

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Registration No. 33-17324
------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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

AMENDMENT NO. 1
TO
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933

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

HARTFORD LIFE INSURANCE COMPANY

----------------------
(Exact name of registrant as specified in its charter)

Connecticut 06-094148
------------------------ --------------------
(State or other jurisdiction of (I.R.S. Employer Number)
Identification incorporation or
organization)

63555
-------------------------
(Primary Standard Industrial Classification Code Number)

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

P.O. Box 2999
Hartford, Connecticut 06104-2999
(Address of Principal Executive Office)

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

Rodney J. Vessels
Counsel - Hartford Life Companies
P.O. Box 2999, Hartford, Connecticut 06104-2999
(203) 843-8847
(Name, address, and telephone number of agent for service)

Approximate date of commencement of proposed sale to the public:
As soon as practical after the effective date of this registration statement.

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

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. /X/
-------------

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CALCULATION OF REGISTRATION FEE

- --------------------------------------------------------------------------------
Proposed Proposed
Title of Each Class Amount Offering Aggregate Amount of
of Securities to be to be Price Offering Registration
Registered Registered per Unit Price Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Deferred Annuity
Contracts & * * $100,000,000* $34,483
Participating
Interests Therein
- --------------------------------------------------------------------------------

<FN>
* The maximum aggregate offering price is estimated solely for the purpose of
determining the registration fee. The amount being registered and the proposed
maximum offering price per unit are not applicable in that these securities are
not issued in predetermined amounts or units.
</TABLE>

The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a)
may determine.

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HARTFORD LIFE INSURANCE COMPANY
Cross Reference Sheet Pursuant to
Regulation S-K, Item 501(b)

Form S-1 Item Number and Caption Heading in Prospectus
------------------------------------------------------

1. Forepart of the Registration Statement
and Outside Front Cover Page of Outside Front Cover
Prospectus Page

2. Inside Front and Outside Back Cover
Pages of Prospectus Inside Front Cover

3. Summary Information, Risk Factors and
Ratio of Earnings to Fixed Charges Description of Contracts;
Financial Statements

4. Use of Proceeds Investments by HLIC

5. Determination of Offering Price Not Applicable

6. Dilution Not Applicable

7. Selling Security Holders Not Applicable

8. Plan of Distribution Distribution of Contracts

9. Description of Securities to be The General Account
Registered Option

10. Interests and Named Experts and
Counsel Not Applicable

11. Information with Respect to the The Company; Executive
Registrant Officers and Directors;
Executive Compensation;
Financial Statements; Legal
Proceedings

12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities Not Applicable

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P R O S P E C T U S [Outside front cover page of Prospectus]

THE GENERAL ACCOUNT OPTION
Under Group Annuity Contracts Issued By
Hartford Life Insurance Company

Hartford Life Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104-2999

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

This Prospectus describes the General Account Option available under group
variable annuity contracts (hereinafter the "contract" or "contracts") which are
issued by Hartford Life Insurance Company ("HLIC" or the "Company") with respect
to DC Variable Account I or Separate Account Two (DC-II) (individually, the
"Separate Account"). This Prospectus must be accompanied by and read in
conjunction with the prospectus for the applicable group variable annuity
contract and the Separate Account options thereunder.

During the Accumulation Period under the contracts, net contributions to the
contract and/or Participants' Individual Account Values under the contract may
be allocated, in whole or in part, to the General Account Option or to one or
more of the Separate Account options. Contract values allocated to the General
Account Option are credited with interest at a rate at least equal to the
Guaranteed Interest Rate stated in the Contract. Rates of interest in excess of
the applicable Guaranteed Interest may be declared by HLIC from time to time
(See, "Guaranteed Interest Rates and Declared Interest Rates," Pages ___).

While the Mortality and Expense Risk Charges applicable to the values held in
Separate Account options do not apply to the General Account Option, all other
charges, including the Annual Policy Fee, Contingent Deferred Sales Charges,
Transfer Charges and Premium Taxes described in the contract prospectus
accompanying this Prospectus apply equally to values held in the General Account
Option.

Distributions and transfers from the General Account Option are generally made
within a reasonable period of time after a request is received and reflect the
full value of Participants' Individual Accounts allocated to the General Account
less any applicable charges. However, under certain conditions transfers may be
limited or deferred (See, "Transfers from the General Account Option," Page ___)
and distributions may be deferred or subject to a market value adjustment.
(See, "Surrenders," Page___.)

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- --------------------------------------------------------------------------------
PLEASE READ THIS PROSPECTUS AND KEEP IT FOR FUTURE REFERENCE. IT IS ACCOMPANIED
BY CURRENT PROSPECTUS FOR THE RELATED GROUP VARIABLE ANNUITY CONTRACT AND THE
SEPARATE ACCOUNT OPTIONS THEREUNDER.

- --------------------------------------------------------------------------------
THESE SECURITIES MAY BE SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE AND MARKET
VALUE ADJUSTMENT WHICH COULD RESULT IN YOUR RECEIPT OF LESS THAN THE TOTAL OF
YOUR PURCHASE PAYMENT(S). SEE "SURRENDERS," PAGE ___ .

- --------------------------------------------------------------------------------
THE COMPANY CANNOT PREDICT OR GUARANTEE FUTURE GUARANTEED INTEREST RATES OR
DECLARED INTEREST RATES.

- --------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

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

Prospectus Dated: May 1, 1995

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "1934 Act"), as amended, and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports and other information can be inspected and
copied at the public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C. and at the Commission's Regional Offices
located at 75 Park Place, New York, New York and Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
materials also can be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates.

The Company has filed registration statements (the "Registration Statements")
with the Commission under the Securities Act of 1933 relating to the Contracts
offered by this Prospectus. This Prospectus has been filed as a part of the
Registration Statements and does not contain all of the information set forth in
the Registration Statements and exhibits thereto, and reference is hereby made
to such Registration Statements and exhibits for further information relating to
the Company and the contracts. The Registration Statements and the exhibits
thereto may be inspected and copied, and copies can be obtained at prescribed
rates, in the manner set forth in the preceding paragraph.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K for the year ended December 31, 1994 heretofore
filed by the Company with the Commission under the 1934 Act is incorporated by
reference in this Prospectus.

Any statement contained in a document incorporated by reference here in shall be
deemed modified or superseded hereby to the extent that a statement contained in
a later-filed document or herein shall modify or supersede such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of the Prospectus.

The Company will furnish, without charge, to each person to whom a copy of this
Prospectus is delivered, upon the written or oral request of such person, a copy
of the document referred to above which has been incorporated by reference in
the Prospectus, other than exhibits to such document (unless such exhibits are
specifically incorporated by reference in the Prospectus). Requests for such
document should be directed to Hartford Life Insurance Company, c/o Individual
Annuity Operations, P.O. Box 5085, Hartford, Connecticut, 06102-5085, telephone
1-800-862-6668.

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TABLE OF CONTENTS

Page
----

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

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

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

THE GENERAL ACCOUNT OPTION . . . . . . . . . . . . . . . . . . . . . . .

A. The Accumulation Period . . . . . . . . . . . . . . . . . . . . . .

1. Contributions. . . . . . . . . . . . . . . . . . . . . . . . . .

2. Guaranteed Interest Rates and Declared Interest Rates. . . . . .

3. Participants' Individual Account Values. . . . . . . . . . . . .

4. Transfers from the General Account Option. . . . . . . . . . . .

5. Transfers to the General Account Option. . . . . . . . . . . . .

6. Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a) General. . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) Payment of Full or Partial Surrenders. . . . . . . . . . . .

B. Annuity Period. . . . . . . . . . . . . . . . . . . . . . . . . . .

INVESTMENTS BY HLIC. . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

A. Taxation of HLIC. . . . . . . . . . . . . . . . . . . . . . . . . .

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B. Information Regarding Deferred Compensation Plans
for State and Local Governments . . . . . . . . . . . . . . . . . .

THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

A. Business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

B. Selected Financial Data . . . . . . . . . . . . . . . . . . . . . .

C. Management Discussion and Analysis. . . . . . . . . . . . . . . . .

1. Results of Operations. . . . . . . . . . . . . . . . . . . . . .

2. Segment Information. . . . . . . . . . . . . . . . . . . . . . .

D. Reinsurance . . . . . . . . . . . . . . . . . . . . . . . . . . . .

E. Reserves. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .

G. Competition . . . . . . . . . . . . . . . . . . . . . . . . . . . .

H. Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I. Properties. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

J. State Regulation. . . . . . . . . . . . . . . . . . . . . . . . . .

EXECUTIVE OFFICERS AND DIRECTORS . . . . . . . . . . . . . . . . . . . .

EXECUTIVE COMPENSATION . . . . . . . . . . . . . . . . . . . . . . . . .

LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . . . . . . . .

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

APPENDIX A (MARKET VALUE ADJUSTMENT) . . . . . . . . . . . . . . . . . .

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

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GLOSSARY OF SPECIAL TERMS

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

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

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

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

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

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

CALENDAR YEAR: The period of time from January 1 to December 31 of each year.

CONTRACT OWNER: The Employer or entity owning the contract.

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

CONTRIBUTION(S): The amount(s) paid or transferred to HLIC on behalf of
Participants pursuant to the terms of the contracts.

DECLARED INTEREST RATE(S): One or more rates of interest which may be declared
by HLIC. Such rates will never be less than the applicable Guaranteed Interest
Rates and may apply to some or all of the values under the General Account
option Fund for periods of time determined by HLIC.

GENERAL ACCOUNT: The General Account of HLIC.

GUARANTEED INTEREST RATE(S): The minimum rate(s) of interest to be credited on
the General Account portion of the Active Life Fund as set forth in the
contract.

HLIC: Hartford Life Insurance Company (sometimes referred to as the "Company").

IN WRITING: A written form satisfactory to us and received at our offices at
P.O. Box 2999, Hartford, Connecticut 06104-2999.

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MARKET VALUE LUMP SUM OPTION: At contract termination a lump sum payment which
includes the market value of the underlying assets as described on page ____.

PARTICIPANT: A term used to describe, for recordkeeping purposes only, any
Employee electing to participate in the Deferred Compensation Plan of the
Employer/Contract Owner.

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

PARTICIPANT'S INDIVIDUAL ACCOUNT: An account in which the Contributions of the
Contract Owner on behalf of a Participant under the contract are allocated
during the Accumulation Period.

PREMIUM TAX: A tax charged by a state or municipality on premiums,
contributions or contract values.

SEPARATE ACCOUNT: The Account entitled Hartford Life Insurance Company DC
Variable Account-I ("DC-I") and Hartford Life Insurance Company Separate Account
Two (DC-II).

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SUMMARY

This Prospectus describes the General Account Option under group variable
annuity contracts designed for use in conjunction with deferred compensation
plans of tax-exempt and governmental employers under Internal Revenue Code
Section 457 ("Deferred Compensation Plans"). The contracts are issued by
Hartford Life Insurance Company ("HLIC" or the "Company") with respect to DC
Variable Account-I or Separate Account Two (DC-II) (individually the "Separate
Account") and contributions to the General Account Option become a part of the
General Account of HLIC. Contributions to the contracts may also be allocated
to one or more Separate Account options. The contracts and the Separate Account
options are described in a separate prospectus. The prospectus for the
applicable contract will always accompany this Prospectus. Please read it and
this Prospectus carefully.

During the Accumulation Period under the contracts, the General Account Option
provides for specified Guaranteed Interest Rates for the first five (5) Calendar
Years on Contributions received during the Calendar Year in which the contract
was issued. Prior to each Calendar Year thereafter, HLIC will establish
Guaranteed Interest Rates (for five (5) Calendar Years) for contributions
received in the following year. At the end of each five year guarantee period
for a particular year's contribution, one year Guaranteed Interest Rates are
established annually by HLIC. Declared Interest Rates in excess of any
Guaranteed Interest Rates may be established periodically by HLIC. These rates
may apply to some or all of the values under the General Account Option for
periods of time determined by HLIC. The rates of interest credited will affect
Participants' Individual Account values (See, "Participants' Individual Account
Values," Page ___) and are used to determine amounts payable upon termination of
the contracts. (See, "Surrenders - Contract Termination," Page ___).

Generally, HLIC intends to invest the General Account assets attributable to the
contracts in investment grade securities. HLIC has no specific formula for
determining the rates of interest that it will establish as Declared Interest
Rates or Guaranteed Interest Rates in the future. However, their determination
will generally be reflective of interest rates available on the types of debt
instruments in which HLIC intends to invest the proceeds attributable to the
General Account Option. (See, "Investments by HLIC," Page ___.) In addition,
HLIC's management may also consider various other factors in determining
Declared and Guaranteed Interest Rates for a given period, including, regulatory
and tax requirements; sales commission and administrative expenses borne by
HLIC; general economic trends; and competitive factors. (See, "Investments by
HLIC," Page ____.)

The Contract Owner may, during the Accumulation Period, allocate all or a
portion of a Participant's Individual Account value held under the General
Account Option to one or more of the investment options of the Separate Account.
No Contingent Deferred Sales Charges will be deducted on such transfers.
However, there are restrictions which may limit the amount that may be so
allocated and transfers may be deferred in certain cases. (See, "Transfers from
the General

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Account Option," Page ____.) Distributions from the General Account Option are
generally made within a reasonable period of time after a request is received
and reflect the full value of Participants' Individual Account values less
certain charges, if applicable, described in the contract prospectus. However,
under certain conditions, distributions may be deferred or subject to a market
value adjustment. (See, "Surrenders," Page ___.)

INTRODUCTION

This Prospectus has been designed to provide you with the necessary information
to make a decision on participating in the General Account Option under
contracts issued in conjunction with a Deferred Compensation Plan. This
Prospectus describes only the elements of the contracts pertaining to the
General Account Option. The contracts also contain various Separate Account
options. The contracts and the Separate Account options are described in a
separate prospectus which must accompany this Prospectus. Please read that
prospectus and its Glossary of Special Terms prior to reading this Prospectus to
familiarize yourself with the terms being used which, unless defined in the
Glossary of Special Terms to this Prospectus, have the same meaning as defined
in that prospectus.

THE GENERAL ACCOUNT OPTION

The General Account Option is available under contracts issued in conjunction
with a Deferred Compensation Plan of an Employer. The contracts provide for
both an Accumulation Period and an Annuity Period. During the Accumulation
Period, Contributions made by the Employer to the General Account Option, and
the values attributable thereto, are a part of HLIC's General Account. During
the Annuity Period Participants' Individual Account values are used to purchase
Fixed or Variable Annuities. The operation of the contract during the Annuity
Period is described in the contract prospectus accompanying this Prospectus.

A. THE ACCUMULATION PERIOD

1. CONTRIBUTIONS

During the Accumulation Period under the contracts, Contributions (less any
Premium Taxes) made by the Employer under the contract, and Participants'
Individual Account values, may be allocated, in whole or in part, to the
General Account Option.

2. GUARANTEED INTEREST RATES AND DECLARED INTEREST RATES

The General Account Option provides for specified Guaranteed Interest Rates
for the first five (5) Calendar Years on Contributions received during the
Calendar Year in which the Contract is issued. Prior to each Calendar Year
thereafter, HLIC will establish Guaranteed Interest Rates (for each of the
next five (5) Calendar Years) for Contributions received in the

<PAGE>

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following year. The Guaranteed Interest Rate for each year during a five
year guarantee period may not be the same as for other years. At the end of
each five year guarantee period for a particular year's Contribution(s), one
year Guaranteed Interest Rates are established annually by HLIC. These one
year Guaranteed Interest Rates will automatically commence at the end of a
five year guarantee period and at the end of each subsequent one year
guarantee period.

The following example is for illustrative purposes only. It contains
hypothetical rates of interest. Actual rates for any given time may be more
or less than those illustrated.

EXAMPLE: A contract is issued July 1, 1995. At issue the Guaranteed Interest
Rates for Calendar Years 1995 through 1999 are set as follows:

<TABLE>
<CAPTION>
Guaranteed Interest Rate
Calendar Year (Applicable to 1995 Contributions)
------------- ----------------------------------
<S> <C>
1995 6.50%
1996 6.00%
1997 5.50%
1998 5.25%
1999 5.00%
</TABLE>

Assume that $1,000 in contributions are received during 1995 and $1,500 in
contributions are received during 1996. The 1995 contributions of $1,000
will be credited at least 6.50% (i.e., the Guaranteed Interest Rate for 1995)
during 1995. During 1996 the 1995 contributions, with interest credited from
1995, will be credited at least 6.00%. Similarly for Calendar Years 1997,
1998, and 1999 the 1995 contributions, with interest credited from prior
years, will be credited at least 5.50%, 5.25% and 5.00% respectively. At the
end of 1998, a one year Guaranteed Interest Rate will be set for 2000. This
procedure of setting a one year Guaranteed Interest Rate will be followed for
each subsequent year.

At the end of 1995 the Guaranteed Interest Rates for Calendar Years 1996
through 2000 will be set for the contributions of $1,500 received in 1995.
At the end of 2000 and annually thereafter one year Guaranteed Interest Rates
will be set for the 1996 contributions of $1,500 and the interest which was
credited on the $1,500 in prior years.

For contributions received in 1997 and later the same procedure would be
followed. At the end of each Calendar Year, Guaranteed Interest Rates for
each of the next five Calendar Years will be set for the following year's
contributions. At the end of each five years guaranteed period for a
particular year's contributions, one year Guaranteed Interest Rates will be
established annually.

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Declared Interest Rates in excess of any Guaranteed Interest Rates may be
established periodically by HLIC. These rates may apply to some or all of
the values under the General Account Option for periods of time determined by
HLIC. For example, HLIC could determine to declare an interest rate in
excess of the otherwise applicable Guaranteed Interest Rate(s) for a nine
month period and which applied only to Participants' individual account
values attributable to Contributions received in a particular time period.
The rates of interest credited will affect Participants' Individual Account
Values (See, "Participants' Individual Account Values," Page ___) and are
used to determine amounts payable upon termination of the contracts (See,
"Surrenders - Contract Termination," Page _____). Notification in writing of
the Declared Interest Rate, and the values to which it will apply, will be
provided by HLIC.

The Declared and Guaranteed Interest Rates are compounded, i.e., all interest
earned is credited daily from the date of deposit into the General Account.
If a Contract Owner pays in during the course of a year, those payments would
earn the same Declared or Guaranteed Interest Rate whether you invested on
January 1 or December 31 of the same year. The difference is the January 1
payment would receive three hundred and sixty-five (365) days of the Declared
or Guaranteed Interest Rates and the December 31 payment receives one (1)
day.

HLIC has no specific formula for determining the rate of interest that it
will establish as Declared Interest Rates or Guaranteed Interest Rates in the
future. However, their determination will be reflective of interest rates
available on the types of debt instruments in which HLIC intends to invest
the proceeds attributable to the General Account Option (see, "Investments by
HLIC," Page ___). In addition, HLIC's management may also consider various
other factors in determining Declared and Guaranteed Interest Rates for a
given period, including, regulatory and tax requirements; sales commission
and administrative expenses borne by HLIC; general economic trends; and
competitive factors. HLIC'S MANAGEMENT WILL MAKE THE FINAL DETERMINATION AS
TO ANY DECLARED INTEREST RATES AND ANY GUARANTEED INTEREST RATES IN EXCESS OF
THE CONTRACTUALLY GUARANTEED RATE. WE CANNOT PREDICT NOR CAN WE GUARANTEE THE
RATES OF ANY FUTURE DECLARED INTEREST OR OF ANY GUARANTEED INTEREST RATES IN
EXCESS OF THE CONTRACTUALLY GUARANTEED RATE.

3. PARTICIPANTS' INDIVIDUAL ACCOUNT VALUES

Participants' Individual Account values held under the General Account Option
are credited with interest at rates at least equal to the applicable
Guaranteed Interest Rates. Contributions are credited to Participants'
Individual Accounts, and begin earning interest, the day HLIC receives the
Contribution at its Home Office. Interest is credited to Participants'
Individual Account values daily.

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4. TRANSFERS FROM THE GENERAL ACCOUNT OPTION

The Contract Owner may make transfers of Participants' Individual Account
values held in the General Account Option to one or more of the Separate
Account options under the contract. The charges for transfers are described
in the contract prospectus which accompanies this Prospectus. No deduction
is made for Contingent Deferred Sales Charges when a transfer is made. All
transfers will be made on a last in, first out basis; that is, that portion
of the Participant's Individual Account attributable to older Contributions
or transfers will be transferred only after the portion attributable to the
most recent Contribution or transfer has been transferred.

This right to transfer values is subject to HLIC's right to limit any such
transfer in any Calendar Year, to one-sixth (1/6) of the Participant's
Individual Account value under the General Account Option under the contract
as of the end of the preceding Calendar Year. (See also "Surrenders," Page
___.)

Transfers of assets presently held in the General Account, or which were held
in the General Account at any time during the preceding three (3) month
period, to the Money Market Fund Account or to the U.S. Government Money
Market Fund Account are prohibited. Similarly, transfers of assets
presently held in the Money Market Fund Account or U.S. Government Money
Market Fund Account, or which were held in either of these two (2) Accounts
or the General Account during the preceding three (3) months, to the General
Account are prohibited.

5. TRANSFERS TO THE GENERAL ACCOUNT OPTION

Participants' Individual Account values in a Separate Account may be
transferred to the General Account Option at any time. The charges for
transfers are described in the contract prospectus which accompanies this
Prospectus. No deduction is made for Contingent Deferred Sales Charges when
a transfer is made. Such transfers will be treated like contributions to the
General Account Option on the date of such transfer.

6. SURRENDERS

(a) GENERAL

Subject to the termination provisions described below, the Contract Owner
may request a full or partial surrender of Participants' Individual
Account values at any time. However, if the sum of all surrenders and
transfers from the General Account Option in a Calendar Year, including
the currently requested surrender, exceeds one-sixth (1/6th) of the
aggregate values held in the General Account Option under the contract at
the end of the preceding Calendar Year, HLIC reserves the right to defer
surrenders in excess of the

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limit to the next Calendar Year. At such time, unless HLIC is directed in
writing otherwise, deferred surrenders will be made in the order
originally received up to the limit, if applicable. This method will be
used until all surrenders have been satisfied.

(b) PAYMENT OF FULL OR PARTIAL SURRENDERS (PARTICIPANT'S INDIVIDUAL
ACCOUNT ONLY)

In the event of a partial surrender of a Participant's Individual Account,
HLIC will pay the requested value less any applicable Contingent Deferred
Sales Charge. All partial surrenders of a Participant's Individual
Account will be made on a last in, first out basis; that is, that portion
of the Participant's Individual Account attributable to his most recent
Contribution (or transfer) will be surrendered first. In the event of a
full surrender of a Participant's Individual Account, HLIC will pay the
account value less any applicable Premium Tax not previously deducted, the
Annual Policy Fee and applicable Contingent Deferred Sales Charges.

The applicable Contingent Deferred Sales Charges, depending on which of
the three separate group variable annuity contracts involved, are as
follows: (1) a deduction for the Contingent Deferred Sales Charges is
made if there is any surrender of contract values during the first 15
Participant Contract Years. During the first 8 years, a maximum deduction
of 5% will be made against the full amount of the surrender; during the
next 7 years, a maximum deduction of 3% will be made against the full
amount of the surrender, (2) a deduction for the Contingent Deferred Sales
Charges is made if there is any surrender of contract values during the
first 12 Participant Contract Years. During the first 6 years, a maximum
deduction of 7% will be made against the full amount of the surrender;
during the next 6 years, a maximum deduction of 5% will be made against
the full amount of the surrender and (3) a deduction for Contingent
Deferred Sales Charges is made if there is any surrender of contract
values during the first 12 Participant Contract Years. During the first 6
years, a maximum deduction of 5% will be made against the full amount of
any such surrender; during the next 2 years, a maximum deduction of 4%
will be made against the full amount of any such surrender; during the
next 2 years, a maximum deduction of 3% will be made against the full
amount of any such surrender; during the next 2 years, a maximum deduction
of 2% will be made against the full amount of any such surrender. Such
charges will in no event exceed 8.5% where applied as a percentage against
the sum of all Contributions to a Participant's Individual Account.
Please consult the Prospectus for the related group variable annuity
contract and the Separate Account for applicable Contingent Deferred
Sales Charges.

If the Contract Owner requests a full surrender of the contract or of all
contract values held in the General Account Option, the Contract Owner may
select one of the two optional methods of payment, as described below.

<PAGE>

-17-

The terms utilized have the following meanings:

i = the rate of interest (expressed as a percent, e.g. .05 = 5%) to be
credited, subject to a minimum rate of 0% and a maximum rate of B%.

A = The weighted average interest rate (expressed as a decimal, e.g. 1% =
.01) being credited under the General Account Option as of the date of
termination.

B = The average yield (expressed as decimal, e.g. 1% = .01) for the month
prior to the date of termination of the higher of the Salomon Brothers
weekly index of new Long Term Public Utilities rated Aa by Moody's
Investors Services and the Salomon Brothers weekly Index of Current
Coupon 30 year Federal National Mortgage Association Securities, or
their equivalents.

(i) BOOK VALUE SPREAD OPTION (PERIODIC PAYMENT NOT TO EXCEED FIVE (5)
YEARS):

Under this option, HLIC will pay an amount equal to the contract values
held in the General Account Option less applicable Premium Taxes, any
Annual Policy Fee and applicable Contingent Deferred Sales Charges. HLIC
reserves the right to make such payment in level annual installments over
a period not to exceed five (5) years from the date of the request, in
which event interest will be credited on the unpaid balance at a rate per
annum produced by the following formula:

i = (A - 2(B - A)) - .005

Example: If A = 6% and B = 7%, then interest on the unpaid balance would
be paid at a rate of (.06 -2(.07-.06)) - .005 or 3.5 %

This formula may result in an interest rate which is less than the
weighted average interest rate being credited under the General Account
Option as of the date of termination.

(ii) MARKET VALUE LUMP SUM OPTION:

Under this option, HLIC will pay a lump sum amount equal to the contract
values held in the General Account Option, less any applicable Contingent
Deferred Sales Charges, Annual Policy Fee, and Premium Taxes multiplied by
the appropriate market value factor. The amount payable on surrender may
be adjusted down by application of the market value adjustment. This
market value factor is determined as follows:

(a) if B is greater than A, the market value factor equals 1 -(6 (B-A))
or,

<PAGE>

-18-

(b) if A is greater than B, the market value factors equals 1.00

Example: If A = 7% and B = 9%, then the market value factor would be
1 - (6 (.09 - .07) = .88.

Under this option, it is possible that the amount payable on surrender
would be more or less than your contribution(s).

Additional examples of both optional methods of payment are contained in
Appendix A, Page ___.

B. ANNUITY PERIOD

Annuity payments will normally be made within fifteen business days after the
receipt of claim for settlement or any other later specified date, and
subsequent payments will be made periodically on the anniversaries of the
first payment.

The prospectus for the contract and the Separate Account options describes
more fully the Annuity Period and annuity options under the contracts. It
should be noted, however, that once fixed Annuity payments have commenced, no
surrender of the annuity benefit can be made for the purpose of receiving a
lump sum settlement in lieu thereof.

INVESTMENTS BY HLIC

General Account assets of HLIC must be invested in accordance with the
requirements established by applicable state laws regarding the nature and
quality of investments that may be made by life insurance companies and the
percentage of their assets that may be committed to any particular type of
investment. In general, these laws permit investments, within specified limits
and subject to certain qualifications, in federal, state, and municipal
obligations, corporate bonds, preferred and common stocks, real estate
mortgages, real estate and certain other investments. (See page ____ for
percentage breakdown of recent investments of HLIC.) All General Account assets
of HLIC would be available to meet HLIC's guarantee under the General Account
Option. The proceeds from the General Account Option will become part of HLIC's
general assets and are available to fund the claims of all classes of customers
of HLIC.

In establishing Guaranteed and Declared Interest Rates, HLIC intends to take
into account the yields available on the instruments in which it intends to
invest the assets attributable to the contracts. (See, "Establishment of
Guaranteed Interest Rates and Declared Interest Rates," Page ___.) HLIC's
investment strategy with respect to the assets attributable to the General
Account Option under the contracts will generally be to invest in
investment-grade debt instruments including:

<PAGE>

-19-

Securities issued by the United States Government or its agencies or
instrumentalities, which issues may or may not be guaranteed by the United
States Government.

Debt securities which have investment grade, at the time of purchase, within the
four highest grades assigned by Moody's Investors Services, Inc. (Aaa, Aa, A or
Baa), Standard & Poor's Corporation (AAA, AA, A or BBB) or any other nationally
recognized rating service.

Other debt instruments, including but not limited to, issues of or guaranteed by
banks or bank holding companies and of corporations, which obligations, although
not rated by Moody's or Standard & Poor's, are deemed by HLIC's management to
have an investment quality comparable to securities which may be purchased as
stated above.

WHILE THE FOREGOING GENERALLY DESCRIBES OUR INVESTMENT STRATEGY, WE ARE NOT
OBLIGATED TO INVEST THE ASSETS ATTRIBUTABLE TO THE CONTRACTS ACCORDING TO ANY
PARTICULAR STRATEGY, EXCEPT AS MAY BE REQUIRED BY CONNECTICUT AND OTHER STATE
INSURANCE LAWS AND WE HAVE THE RIGHT TO ALTER THIS EXPECTED STRATEGY, CONSISTENT
WITH APPLICABLE LAW.

DISTRIBUTION OF CONTRACTS

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

Both HESCO and HSD are wholly-owned subsidiaries of Hartford Life Insurance
Company. The principal business address of HESCO and HSD is the same as
Hartford Life Insurance Company.

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

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

<PAGE>

-20-

FEDERAL INCOME TAX CONSIDERATIONS

A. TAXATION OF HLIC

HLIC is taxed as a life insurance company under Part I of Subchapter L of
Chapter 1 of the Internal Revenue Code ("Code"). The assets underlying the
General Account Option under the contracts will be owned by HLIC. The income
earned on such assets will be HLIC's income.

B. INFORMATION REGARDING DEFERRED COMPENSATION PLANS FOR STATE AND LOCAL
GOVERNMENTS

The tax treatment of contributions and distributions is briefly described in
the accompanying prospectus for the contract.

<PAGE>

-21-

THE COMPANY

A. BUSINESS OF HARTFORD LIFE

Hartford Life Insurance Company (the Company or HLIC) covers the insurance and
retirement needs of millions of Americans. HLIC has been among the fastest-
growing major life insurance companies in the United States for the past several
years as measured by assets. HLIC's total assets of $47.8 billion at December
31, 1994, include 28.1% of fixed maturities and 47.6% of separate accounts with
the remainder representing stocks, cash, mortgage loans, policy loans,
reinsurance recoverables and other assets. HLIC is engaged in a business that
is highly competitive because of the large number of stock and mutual life
insurance companies and other entities marketing insurance products. There are
approximately 2,000 stock, mutual and other types of insurers in the life
insurance business in the United States. In the July 1994 edition of BEST'S
REVIEW, Life-Health Insurance magazine, HLIC ranked 14th among all life
insurance companies in the United States based upon total assets. AM Best
assigned HLIC its highest ranking classification, A++, as of December 31, 1993.

The Company was organized in 1902 and is incorporated under the laws of the
State of Connecticut. It is ultimately a wholly-owned subsidiary of Hartford
Fire Insurance (Hartford Fire) Company which is a subsidiary of ITT Hartford
Group, Inc., a wholly-owned subsidiary of ITT Corporation. HLIC is the parent
of ITT Hartford Life and Annuity Insurance Company (ILA), formerly ITT Life
Insurance Corporation, and ITT Hartford International Life Reassurance
Corporation (HLR), formerly American Skandia Life Reinsurance Corporation, which
was purchased in 1993.

The reportable segments and product groups of HLIC and its subsidiaries are:

INDIVIDUAL LIFE AND ANNUITIES

- - Individual Life
- - Fixed and variable retirement annuities

ASSET MANAGEMENT SERVICES

- - Group Pension Plans products and services
- - Deferred Compensation Plans products and services
- - Structured Settlements and lottery annuities

SPECIALTY

- - Corporate Owned Life Insurance (COLI) and HLR

<PAGE>

-22-

Additionally, the Company has an Employee Benefits segment (EBD) which markets
group life, group short and long term managed disability, stop loss and
supplementary medical coverage to employers and employer-sponsored plans. It
also offers voluntary AD&D, travel and special risk coverage primarily to
associations. EBD also offers disability underwriting administration and claims
processing services to other insurers and self-insured employer plans. These
products are sold through brokers, licensed agents and Third Party
Administrators through an internal sales force. The markets for group life and
disability are highly competitive based on price and quality of services. All
of this business is reinsured to HLIC's parent, Hartford Life and Accident
Insurance Company (HLA).

INDIVIDUAL LIFE AND ANNUITIES (ILAD)

HLIC is a leader in the annuity marketplace, selling both variable and fixed
products through a wide distribution of broker-dealers, financial and other
institutions. HLIC ranks number one in the individual variable annuities market
with a 9.6% share per VARDS (Variable Annuity Research and Data Service) at the
end of 1994, excluding Teachers Insurance Annuity Association and College
Retirement Equities Fund (TIAA and CREF). The individual annuity market is
highly competitive with insurance companies and other financial institutions
selling these products. Selection depends on fund performance, an array of fund
and product options, product design, credited rates and a company's financial
strength ratings.

Company earns fees for managing these assets and maintaining policyholders'
accounts. The HLIC policyholder has a variety of fund and product choices, some
of which are managed internally; however, most of the HLIC's investment funds
are managed by Wellington Management Company, Putnam or Dean Witter.

Sales reached $7.0 billion in 1994 bringing assets under management to $20.1
billion as of December 31, 1994. Of the total assets under management, $13.1
billion relate to variable annuities with $11.6 billion of these assets held in
separate accounts where the policyholder selects the investment vehicle and
bears the risk of asset performance, and $1.5 billion represents the fixed
option assets that are held in the general accounts. The remaining $7.0 billion
of the individual annuity assets under management are in guaranteed separate
accounts. The guaranteed separate account's products offer fixed rate
guarantees if held to maturity, but are market value adjusted, the majority of
which have no minimum guarantees should policyholders withdraw early. The
guaranteed rates, when held to maturity, range from 3% to 12% with durations
from one to ten years. These guarantees are supported by the general account of
HLIC. Deposits to these fixed and variable annuity accumulation accounts are
subject to withdrawal restrictions and to surrender charges which dissipate on a
sliding scale, usually within seven years. Fixed and variable annuity
policyholder reserves are held at account value. The minimum death benefit
associated with some 1994 annuity sales was reinsured to a third party.
Guaranteed contractholders' account balances are held at book value with amounts
held for deferred expenses.

<PAGE>

-23-

Individual Life products include: universal life, traditional and interest
sensitive whole life, term, modified guaranteed life, and variable life. These
products are primarily sold through life professionals, broker-dealers, and
property-casualty agents, assisted by HLIC's own sales offices or other
marketing groups. The Company competes primarily in the up-scale estate and
business planning markets. Significant competition comes from large,
financially strong insurers based on price, credit quality, and quality of
distribution systems. Some of these products permit borrowing against the
accumulated cash surrender value of the policy. As of December 31, 1994, the
outstanding policy loan balance on individual life policies was $227 million.
Interest rates on policy loans ranged from 6% to 8%. Investment income earned
on outstanding policy loans was $12.4 million for the year ended December 31,
1994. Universal life and interest sensitive whole life reserves are set equal
to premiums collected, plus interest credited, less charges. Other fixed death
benefit reserves are based on assumed investment yield, persistency, mortality
and morbidity per commonly used actuarial tables, expenses, and margins for
adverse deviation. HLIC reinsures all individual life business written by HLA.
The maximum retention on any one individual life is $1 million.

ASSET MANAGEMENT SERVICES (AMS)
This segment offers retirement products and services to employer groups marketed
to plan administrators through a direct sales force, assisted by home office
personnel. This includes managing assets and acting as plan administrator for
plans qualified under sections 401, 403 and 457 of the Internal Revenue Code.
The segment markets some products for which the investments and reserves are
held in separate accounts. The separate account assets as of December 31, 1994
totaled $2.8 billion. The separate account options were expanded to include
funds managed by Fidelity. Other options include 20th Century funds and HLIC's
own funds which are managed by Wellington Management Group or are internally
managed. Investment performance relative to non-guaranteed separate account
products is borne by the participants. For Group Pension products and services,
competition is significant from a number of financial institutions, including
other insurance companies, based on rate and credit quality. HLIC has
positioned itself to enhance its competitive position in the 401k full service
and group tax deferred annuity markets. This Section 457 plan market place is a
closed market for which growth is primarily through takeover business from
competing companies and through increased contributions from existing
participants.

The most significant product type in this segment is the guaranteed rate
contract (GRC) which represents $7.0 billion out of $13.7 billion of invested
assets under management (including separate accounts) for the entire segment.
GRC's offer fixed or indexed rates that are guaranteed for a specified period.
The remaining $6.7 billion represent assets managed for the various IRS
qualified plans and other pension plan products. Credited rates for these
product vary with interest rate conditions. The related policyholder
liabilities are held at account value with amounts held for deferred expenses.

<PAGE>

-24-

SPECIALTY
Individual and group corporate owned life insurance (COLI) products are sold
through a marketing company in which Hartford Life & Accident owns a 60%
interest. Marketing for COLI is also done through HLR, a wholly owned
subsidiary of HLIC. As of December 31, 1994, the policy loans outstanding were
$2 billion. Investment income from these loans totaled $299 million during
1994. A significant portion of the COLI business is reinsured with third party
companies. Policy reserves are at gross cash surrender value; however, the
Company has the right of offset against outstanding policy loans. Therefore,
the net amount of risk relative to these policies is minimal. HLIC earns fees
for management and cost of insurance. Policyholders may receive dividends based
on experience. The Company began offering a new COLI product in 1994 for which
the investments and liabilities are held in a separate account. No policy loans
are permitted under this product and the policy owner bears the investment
risks.

B. SELECTED FINANCIAL DATA

The following selected financial data for HLIC, its subsidiaries and affiliated
companies should be read in conjunction with the consolidated financial
statements and notes thereto included in this Prospectus beginning on page ____.

<PAGE>

-25-

HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF INCOME
For the Years Ended December 31, 1994, 1993, 1992, 1991, 1990, and 1989
(In Millions)
<TABLE>
<CAPTION>

1994 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ----
REVENUES
<S> <C> <C> <C> <C> <C> <C>
Premiums and other
considerations $1,100 $ 747 $ 259 $158 $106 $60

Net Realized Gains 7 16 5 11 8 0

Net Investment income 1,292 1,051 907 753 604 462
----- ----- --- --- --- ---
2,399 1,814 1,171 922 718 522
----- ----- ----- --- --- ---

BENEFITS, CLAIMS AND EXPENSES

Benefits, claims and claim
adjustment expenses 1,405 1,046 797 689 558 426

Amortization of deferred
policy acquisition costs 145 113 55 40 29 15

Dividend to Policyholders 419 227 47 1 1 1

Other insurance expenses 227 210 138 96 64 55
--- --- --- -- -- --
2,196 1,596 1,037 826 652 497
----- ----- ----- --- --- ---

INCOME BEFORE INCOME TAX 203 218 134 96 66 25

INCOME TAX 65 75 45 32 21 10
--- --- --- --- --- ---

Income Before Cumulative
Effect of Changes in
Accounting Principles 138 143 89 64 45 15

Cumulative effect of changes
in accounting principles net
of tax benefits of $7 0 0 (13) 0 0 0
--- --- --- --- --- ---

NET INCOME $ 138 $ 143 $ 76 $ 64 $ 45 $15
----- ----- ------ ----- ----- ---
</TABLE>

<PAGE>

-26-

C. Management's Discussion and Analysis of Financial Condition and Results of
Operations (Dollar Amounts in Millions)

1. RESULTS OF OPERATIONS

1994 COMPARED TO 1993

MANAGEMENT'S NARRATIVE ANALYSIS OF RESULTS OF OPERATIONS
(DOLLAR AMOUNTS IN MILLIONS)
<TABLE>
<CAPTION>

ILAD AMS Specialty Total
1994 1993 1994 1993 1994 1993 1994 1993
---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues $691 $595 $789 $794 $919 $425 $2,399 $1,814
Benefits, claims expenses and taxes 595 511 765 748 901 412 2,261 1,671
---- ---- ---- ---- ---- ---- ------ ------
NET INCOME $ 96 $ 84 $ 24 $ 46 $ 18 $ 13 $ 138 $ 143
---- ---- ---- ---- ---- ---- ------ ------
</TABLE>

INDIVIDUAL LIFE & ANNUITY (ILAD)

ILAD is the largest of HLIC's segments in terms of assets under management
and net income. The annuity line continues to be a leader in the industry
(see business section). In 1994, the segment assumed life and annuity
policies from Pacific Standard Life Insurance Company, adding $219 million
of annual life premiums and $181 million of annuity assets. In 1993, ILAD
assumed $3.2 billion in fixed and variable annuity assets and $.9 billion
of modified guaranteed life insurance from Fidelity Bankers Life Insurance
Company. The significant growth from these assumptions along with new
deposits from fixed and variable annuity sales of $7.0 billion in 1994 and
$4.2 billion in 1993 increased assets under management, but are not
reported as revenues. The management and maintenance fees and cost of
insurance associated with this growing policyholder base were the source of
ILAD's increased revenues and net income. The growth in this segment has
caused the ratio of benefits, claims and expenses to average assets under
management has declined from 3.6% in 1993 to 2.6% in 1994.

ASSET MANAGEMENT SERVICES (AMS)
Sales in the AMS segment have been strong relative to its competitors.
Market share has grown in its key products. Consistent with industry
experience, 1994 investment income declined due to interest rate drops
which occurred through the latter part of 1993. This particularly impacted
the GRC line which experienced prepayments in excess of expectations.
Though most of the underlying mortgage-backed securities for GRC were PAC
CMO's (planned amortization class collateralized mortgage obligations)
which fall into the lower end of the investment risk spectrum for this
investment class, offering some prepayment protection and less market
volatility, the portfolio was not completely insulated, which contributed
to the drop in net income in 1994.

<PAGE>

-27-

Although income for this line will continue to be impacted from these
prepayments, hedging strategies are in place that limit volatility against
future interest rate movements.

SPECIALTY
Specialty is growing in size from revenue and net income perspectives
relative to the total Company and in comparison to the prior year. The
segment assumed a large block of COLI business in 1994. Life insurance in
force has grown from this assumption and from new sales to $39.5 billion in
1994 from $16.7 billion in 1993. HLIC's Specialty segment is one of the
industry's leading underwriters and reinsurers of COLI products.

1993 COMPARED TO 1992

Income before cumulative effect of changes in accounting principles of $143
in 1993 increased $54 over 1992 primarily due to earnings on an increased
asset base from fixed and variable annuities sold. These products are sold
in the individual life and annuity and group pension (principally
guaranteed investment Contracts) lines of business.

Premiums and other revenue considerations of $747 increased $488 or 188.4%
over 1992. This increase principally reflects an increased level of
account charge revenues from the COLI line of business ($236), assumed from
Mutual Benefit Life (MBL), as well as from continued expansion of the
Company's individual life and annuity lines of business and the business
assumed from HLA in 1992 ($245). Net investment income of $1,051 increased
$144 or 15.9% over 1992 as a result of a larger investment base from
increased group pension, variable annuity and universal life deposit
premiums and COLI policy loans.

Benefits, claims and claim adjustment expenses of $1,046 increased $249, or
31.2%, over 1992. This increase was primarily a result of increased
interest credited to policyholders accounts in the group pension, COLI,
individual annuity and universal life lines of business. Amortization of
deferred policy acquisition costs of $113 increased $58 or 105.5%
principally due to growth in the individual life and annuity and universal
life lines of business. Dividends to policyholders reflects the assumption
of the COLI business from Mutual Benefit (November 1992), which was written
on a participating basis. Prior to the assumption, the Company had minimal
participating individual business in force. Other insurance expenses of
$210 increased $72 or 52.2% primarily as a result of continued expansion in
the life and annuity lines, as well as the life business assumed from HLA
in 1992.

During 1993, the Company's asset base of $38,286 increased 44.0% over the
prior year for the reasons discussed above.

For segment information, see Note 6 of Notes to Consolidated Financial
Statements.

<PAGE>

-28-

2. SEGMENT INFORMATION

For segment information, see Note 8 of Notes to Consolidated Financial
Statements.

D. REINSURANCE

For a discussion of the Reinsurance of HLIC's life insurance risk, see Section
A. "Business of Hartford Life" page ___.

E. RESERVES

In accordance with the insurance laws and regulations under which HLIC operates,
it is obligated to carry on its books, as liabilities, actuarially determined
reserves to meet its obligations on its outstanding life insurance contracts and
reserves for its universal life and investment contracts. Reserves for life
insurance contracts are based on mortality and morbidity tables in general use
in the United States modified to reflect Company experience. These reserves are
computed at amounts that, with additions from premiums to be received, and with
interest on such reserves compounded annually at certain assumed rates, will be
sufficient to meet HLIC's policy obligations at their maturities or in the event
of an insured's death. Reserves for universal life insurance and investment
products represent policy account balances before applicable surrender charges.
In the accompanying financial statements these life insurance reserves are
determined in accordance with generally accepted accounting principles, which
may vary from statutory requirements.

F. INVESTMENTS

Consistent with the nature of the Company's policyholder obligations, invested
assets are primarily intermediate to long-term taxable fixed maturity
investments and collaterized mortgage obligations (CMO's). The majority of the
investment income earned in the Company's investment portfolios is credited to
policyholders (group pension contractholders and individual life and annuity
policyholders). The investment objective is to maximize after-tax yields
consistent with acceptable risk while maintaining appropriate liquidity and
matching policyholder liabilities.

Investments in fixed maturities include bonds which are carried at fair market
value. Significant portfolio activity may occur to match contract obligations
and not for the purpose of trading. The impact on net income and portfolio
yields as a result of these sales has not been significant. The net unrealized
after-tax loss on securities was $654 million at December 31, 1994.

G. COMPETITION

HLIC is engaged in a business that is highly competitive because of the large
number of stock and mutual life insurance companies and other entities marketing
insurance products. There are

<PAGE>

-29-

approximately 2,000 stock, mutual and other types of insurers in the life
insurance business in the United States.

In the July 1994 edition of BEST'S REVIEW, Life-Health Insurance magazine, HLIC
ranked 14th among all life insurance companies in the United States based upon
total assets. A.M. Best Insurance Reports assigned HLIC its highest
classification, A++, as of December 31, 1993.

H. EMPLOYEES

As of December 31, 1994, HLIC and its parent HLA have 3,481 direct employees,
1,872 of whom are employed at its Home Office in Simsbury, Connecticut, and
1,609 of whom are employed at various branch offices throughout the United
States and elsewhere. ILA employs 481 people in Minneapolis, Minnesota and HLR
has 19 employees in Westport, Connecticut.

I. PROPERTIES

HLIC occupies office space leased by Hartford Fire. Expenses associated with
these offices are allocated on a direct and indirect basis to the Life
subsidiaries of Hartford Fire.

J. STATE REGULATION

The insurance business of HLIC is subject to comprehensive and detailed
regulation and supervision throughout the United States. The laws of the
various jurisdictions establish supervisory agencies with broad administrative
powers with respect to licensing to transact business, overseeing trade
practices, licensing agents, approving policy forms, establishing reserve
requirements, fixing maximum interest rates on life insurance policy loans and
minimum rates for accumulation of surrender values, prescribing the form and
content of required statutory financial statements and regulating the type and
amounts of investments permitted. Each insurance company is required to file
detailed annual reports with supervisory agencies in each of the jurisdictions
in which it does business and its operations and accounts are subject to
examination by such agencies at regular intervals. In the accompanying
financial statements, insurance reserves are determined in accordance with
generally accepted accounting principals, which may vary from statutory
requirements.

In addition, several states, including Connecticut, regulate affiliated groups
of insurers, such as HLIC, under insurance holding company legislation. Under
such laws, intercompany transfers of assets and dividend payments from insurance
subsidiaries may be subject to prior notice or approval, depending on the size
of such transfers and payments in relation to the financial positions of the
companies.

The National Association of Insurance Commissioners (NAIC) has recently
developed new model solvency laws that relate an insurance company's capital
requirements to the risks inherent in its overall operations. These new rules
are known as Risk Based Capital (RBC). As of December 31, 1994, the Company
exceeds the RBC standards.

<PAGE>

-30-

Although the federal government does not directly regulate the business of
insurance, federal initiatives often have an impact on the business in a variety
of ways. Current and proposed federal measures which may significantly affect
the insurance business include removal of barriers preventing banks from
engaging in the insurance business, limits to medical testing for insurability,
tax law changes affecting the taxation of insurance companies, the tax treatment
of insurance products and its impact on the relative desirability of various
personal investment vehicles and proposed legislation to prohibit the use of
gender in determining insurance and pension rates and benefits.

<PAGE>

-31-

EXECUTIVE OFFICERS AND DIRECTORS

OTHER BUSINESS
PROFESSION, VOCATION
OR EMPLOYMENT FOR
POSITION WITH HLIC, PAST 5 YEARS; OTHER
NAME, AGE YEAR OF ELECTION DIRECTORSHIPS
- --------- ------------------ ---------------------
<S> <C> <C>
Louis J. Abdou Vice President, 1987 Vice President (1987-Present),
52 Hartford Insurance Company.

David H. Annis, Vice President, 1994 Vice President (1994-Present);
43 Assistant Vice President (1986-1994).

Paul J. Boldischar, Vice President, Senior Vice President and Jr.,
53 1992 Director, Operations ITT Hartford Life
and Annuity Insurance Company, 1994;
Senior Vice President and Director of
National Service Center, ITT Life
Insurance Corporation (1987-1992).

Wendell J. Bossen Vice President, 1992** President (1992-Present), International
61 Corporate Marketing Group, Inc.; Executive
Vice President (1984-1992), Mutual Benefit.

Peter W. Cummins Vice President, 1989 Vice President,Individual Annuity
57 Operations (1989-Present), Hartford Life
Insurance Company.

Julianna B. Dalton Vice President, 1992 Vice President, (1992-Present);
39 Assistant Vice President, (1989-1992);
Director of Research, (1987-1989) Hartford
Life Insurance Company.

<PAGE>

-32-

Ann M. deRaismes Vice President, 1994 Vice President, (1994) Assistant Vice
44 President (1992-1994); Director of Human
Resources (1991-Present); Assistant Director
of Human Resources (1987-1991), Hartford Life
Insurance Company.

Allen J. Duoma, M.D. Medical Director, Medical Director (1993-Present),
49 1993 Employee Benefits Division, Hartford
Life Insurance Company; Medical Director
(1990-1993), Travelers' Managed Disability
Services; Medical Director (1988-1990),
Center for Corporate Health.

Donald R. Frahm Chairman and Chief Chairman and Chief Executive Officer
63 Executive Officer, of the Hartford Insurance Group
1988 (1988-Present).

Bruce D. Gardner General Counsel, 1991 General Counsel Corporate Secretary
44 and Coporate Secretary (1991-Present) Corporate Secretary (1988-
Present); Associate General Counsel (1988-1991);
Counsel, (1986-1988) Hartford Life Insurance Company.

Joseph H. Gareau Executive Vice President Executive Vice President and Chief
47 and Chief Investment Investment Officer, (1993-Present),
Officer, 1993 Hartford Life Insurance Co.; Senior Vice President
and Chief Investment Officer (1992-1993), ITT Hartford's
Property-Casualty Companies.

J. Richard Garrett Vice President, 1988 Vice President and Treasurer (1988-
49 & Treasurer Present), Hartford Insurance Group.

<PAGE>

-33-

John P. Ginnetti Executive Vice Executive Vice President, 1994;
48 President and Director Senior Vice President, (1988-1994);
Asset Management General Counsel and Corporate Secretary
Services, 1994 of Hartford Life Insurance
Company (l982-1988).

Lois W. Grady Vice President, 1993 Vice President, (1993-Present);
50 Assistant Vice President (1988-1993),
Hartford Life Insurance Company.

David A. Hall Senior Vice President Senior Vice President and Actuary of
40 and Actuary, 1992 Hartford Life Insurance Company (1992-Present).

Joseph Kanarek Vice President, 1991 Vice President (1991-Present);
47 Director (1992-Present),
Hartford Life Insurance Company.

Kevin L. Kirk Vice President, 1992 Vice President (1992-Present);
43 Assistant Vice President; Assistant
Director (1985-1992), Asset Management
Services, Hartford Life Insurance Company
(1985-1992).

Andrew W. Kohnke Vice President, 1992 Vice President
36 (1992-Present);
Assistant Vice President
(1989-1992); Investment
Officer (1987-1989), Hartford
Life Insurance Company.

Steven M. Maher Vice President and Vice President and Actuary
40 Actuary, 1993 (1993-Present); Assistant
Vice President (1987-1993),
Hartford Life Insurance
Company.

William B. Malchodi, Vice President and Director of Taxes (1992-
Jr., 44 Director of Taxes Present), Hartford Insurance
1992 Company.

<PAGE>

-34-

Thomas M. Marra Senior Vice President Senior Vice President,
36 and Actuary, 1994 1994; Vice President (1989-
Director, ILAD 1994); Director of Individual
Annuities (1991-Present);
Assistant Vice President
(1989); Actuary (1987-1989),
Hartford Life Insurance
Company.

David J. McDonald Senior Vice President, Senior Vice President and
58 1986 Director, Asset Management
Services (1986-Present); Vice
President (1980-1986),
Hartford Insurance Company.

Kevin A. North Vice President, 1991 Vice President, Hartford
42 Insurance Group and Director
of Real Estate (1991-Present);
Vice President and Deputy
Director of Real Estate
(1989-1991); Assistant Vice
President and Deputy Director
of Real Estate (1987-1989).

Joseph J. Noto Vice President, 1989 Vice President
42 (1989-Present),
Hartford Life Insurance
Company; Controller (1983-
1989), Personal Lines
Insurance Center; Vice
President (1986-1989),
Personal Lines Insurance
Center; Controller (1987-
1989), Personal Lines Market
Segment, Hartford Fire.

Leonard E. Odell, Senior Vice President, Senior Vice President (1994-
Jr., 49 1994 Present); Vice President
(1982-1994); Actuary (1976-
1982), Hartford Life
Insurance Company.

<PAGE>

-35-

Michael C.O'Halloran Vice President & Vice President & Senior
46 Senior Associate Associate General Counsel
General Counsel, 1988 and Director (1988-Present),
Law Department, Hartford Fire
Insurance Company.

Craig D. Raymond Vice President and Vice President and Chief
33 Chief Actuary, 1994 Actuary, 1994; Vice President
and Actuary (1993-1994);
Assistant Vice President and
Actuary (1992-1993); Actuary
(1989-1992), Hartford Life
Insurance Company; Consultant,
Tillinghast/Towers Ferrin
(1988-1989).

Lowndes A. Smith President and Chief President and Chief
55 Operating Officer, 1989 Operating Officer (1989-
Present), Hartford Life
Insurance Company; Senior
Vice President and Group
Controller; Vice President
and Group Controller
(1980-1987), Hartford
Insurance Group.

Edward J. Sweeney Vice President, 1993 Vice President (1993-Present);
38 Chicago Regional Manager
(1985-1993), Hartford Life
Insurance Company.

James E. Trimble Vice President and Vice President (1990-Present);
38 Actuary, 1990 Assistant Vice President
(1987-1990), Hartford Life
Insurance Company.

Raymond P. Welnicki, Senior Vice Senior Vice President
46 President, 1994 1994, Vice President
(1993-Present) Hartford Life
Insurance Company; Board of
Directors, Ethix Corp., formerly
employed by Aetna Life & Casualty.

<PAGE>

-36-

James J. Westervelt, Vice President and Vice President and Group
47 Group Controller, 1989 Controller, (1989-Present);
Assistant Vice President and
Assistant Controller (1983-
1989), Hartford Insurance
Group.

Lizabeth H. Zlatkus, Vice President, 1994 Vice President (1994);
36 Assistant Vice President
(1992-1994); Hartford Life
Insurance Company; formerly
Director, Hartford Insurance
Group.

Donald J.Znamierowski, Vice President and Vice President and Director
60 Director of Strategic of Strategic Operations,
Operations, 1994 1994; Vice President and
Comptroller (1986-1994);
Assistant Vice President and
Comptroller (1976-1986);
Director (1976-1986), Hartford Life
Insurance Company, Hartford Life &
Accident Insurance Company,
ITT Hartford Life & Annuity
Insurance Company, and Ally
Canada.

<FN>

- ---------------------
* Denotes date of election to Board of Directors.
**ITT Hartford Affiliated Company.

</TABLE>

<PAGE>

-37-

EXECUTIVE COMPENSATION

Executive officers of Hartford Life Insurance Company also serve one or more
affiliated companies of Hartford Life Insurance Company. Allocations have been
made as to each individual's time devoted to his duties as an executive officer
of HLIC. The following table shows the cash compensation paid, based on these
allocations, to the Chief Operating Officer and top five executive officers of
HLIC whose allocated compensation exceeds $100,000 and to all executive officers
of HLIC as a group for services rendered in all capacities in HLIC during 1994.
Directors of HLIC receive no compensation in addition to their compensation as
employees of HLIC.

[SEE TABLE ATTACHED]

LEGAL PROCEEDINGS

The Company and its subsidiaries are involved in pending and threatened
litigation in which claims for monetary damages are asserted. Management, after
consultation with legal counsel, does not anticipate the ultimate liability
arising from such pending or threatened litigation to have a material effect on
the results of operations and financial position of the Company.

EXPERTS

The financial statements of HLIC included in this Prospectus have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports thereto, and are included herein in reliance on the authority of said
firm as experts in accounting and auditing.

<PAGE>

-38-

S-1 Filing Annual Compensation Long Term Compensation
---------------------------------- -----------------------------------------------------------
Restricted Stock Options/ LTIP All Other
Name Title Salary ($) Bonus ($) Other ($) Awards ($) SARs (#) Payouts($) Compensation
---- ----- --------- -------- -------- --------- ------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Frahm, Donald R. Chairman & CEO 41,872 20,720 102 0 0 0 0
Cummins, Peter W. Vice President 119,802 0 219,814 0 0 0 0
Kanarek, Joseph Vice President 167,122 0 133,163 0 0 0 0
Smith, Lowndes A. President & COO 161,333 70,180 667 0 0 0 0
Marra, Thomas S. Sr. Vice President 141,581 0 76,091 0 0 0 0
</TABLE>

<PAGE>

-39-

S-1 Filing Option Grants
-------------------------------------------------------------------------------------------------
Potential Realizable Value
at Assumed Annual Rate
of Stock Price Appreciation
% of Total for Option Term (2)
Number of Securities Options Granted Exercise ----------------------------
Underlying Options to Employees Price Expiration 5% 10%
Granted in 1994 (1) ($/shr) Date ($) ($)
------- ---------- ----- ---- -- --
<S> <C> <C> <C> <C> <C> <C>
Frahm, D.R. 2,738 0.1% $84.00 10/13/2004 144,649 366,536
Cummins, P. 835 0.0% $84.00 10/13/2004 44,113 111,781
Kanerek, J. 941 0.1% $84.00 10/13/2004 49,713 125,972
Smith, L.A. 12,100 0.6% $84.00 10/13/2004 639,243 1,619,827
Marra, T.M. 7,335 0.4% $91.14 2/10/2004 420,425 1,065,365
2,684 0.1% $84.00 10/13/2004 141,796 359,307

<FN>

(1) Based on total of 1,876,198 options granted to ITT employees during
1994.

(2) At the end of the term of the options granted October 11, 1994, the
projected price per share of ITT Common Stock would be $136.83 and
$217.87 at an assumed annual appreciation rate of 5% and 10%
respectively. The projected price per share of ITT Common Stock of the
options granted February 8, 1994 would be $148.46 and $236.39 at an
assumed appreciation rate of 5% and 10%, respectively.
</TABLE>

<PAGE>

-40-

Aggregated Option/SAR Exercises In Last Fiscal Year
and FY-End Option/SAR Values
- --------------------------------------------------------------------------------

Value of
Number of unexercised
unexercised in-the-money
options/SARs at options/SARs at
fiscal year-end fiscal year-end
Shares ---------------------------------------
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized Unexercisable Unexercisable
---- ------------ -------- ------------- -------------
<S> <C> <C> <C> <C>
Frahm, D.R. 0 0 0 0
Cummins, P. 0 0 0 0
Kanerek, J. 0 0 0 0
Marra, T.M. 0 0 0 0
Smith, L.A. 0 0 0 0
</TABLE>

<PAGE>

-41-

APPENDIX A

MARKET VALUE LUMP SUM OPTION

If A is greater than B, the Market Value Adjustment factor equals 1.

If B is greater than A, the Market Value Adjustment factor equals 1 - (6(B-A))

WHERE:

A = The weighted average interest rate (expressed as a decimal, e.g.,
1% = .01) being credited under the General Account Option as of
the date of termination.

B = The average yield (expressed as a decimal, e.g. 1% = .01) for the
month prior to the date of termination of the higher of the
Salomon Brothers weekly index of new Long Term Public Utilities
rated Aa by Moody's Investors Service and the Salomon Brothers
weekly Index of Current Coupon 30 year Federal National Mortgage
Association Securities, or their equivalents.

BOOK VALUE SPREAD OPTION

Interest to be credited on unpaid balance ("i") equals (A - 2(B-A)) - .005,
where A and B are defined as above.

Examples of Contract Termination: (ASSUMING A 5% CONTINGENT DEFERRED SALES
CHARGE, AND NO POLICY FEES OR PREMIUM
TAXES ARE APPLICABLE)

INTEREST RATE CREDITED TO ACTIVE LIFE FUND ATTRIBUTABLE
CONTRIBUTIONS DEPOSITED TO CONTRIBUTIONS DEPOSITED IN
IN THE GIVEN YEAR THE GIVEN YEAR
--------------------------- -----------------------------
<S> <C> <C>
1992 6.00% $ 300,000
1993 6.50% 600,000
1994 7.00% 700,000

TOTAL 6.63%* $1,600,000

<PAGE>

-42-

<FN>
*Total = the weighted average interest rate being credited on the date of
termination ("A"). It is calculated as follows:

300,000 x .06 + 600,000 x .065 + 700,000 x .07
----------------------------------------------
300,000 + 600,000 + 700,000 = .0663 = 6.63%
</TABLE>

At termination the book value of the General Account Option portion of the
Active Life Fund would be $1,600,000. This amount is reduced by Contingent
Sales Charges of 5%, or $80,000. The remaining $1,520,000 would be payable
under either Option 1 (Book Value Spread Option) or Option 2 (Market Value Lump
Sum Option.)

Example 1 B = .09

If the Book Value Spread Option is selected, then the Book Value Spread rate of
interest would equal (.0663 - 2 (.09 - .0663)) - .005 = .0139 or 1.39% and the
Contract Owner would receive six (6) annual payments (beginning immediately) of
$262,153.80.

If the Market Value Lump Sum Option is selected, then the Market Value Factor is
1 - (6(.09 - .0663)) = .8578 and the payout would be $1,520,000 x .8578 =
$1,303,856.

Example 2 B = .07

If the Book Value Spread Option is selected, then the Book Value Spread rate of
interest would equal 7% (the maximum value of i) and the Contract Owner would
receive six (6) annual payments (beginning immediately) of $298,027.68.

If the Market Value Lump Sum Option is selected, then the Market Value factor
would be 1 and the payment would be $1,520,000.

The assessment of Policy Fees, if any, will reduce the amount of the payment on
contract termination.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of income,
stockholder's equity and cash flow for each of the three years in the period
ended December 31, 1994. These consolidated financial statements and the
schedules referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated financial
statements and schedules based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1994 and
1993, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles.

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

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

ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 30, 1995

F-2

<PAGE>

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

FOR THE YEARS ENDED DECEMBER 31,

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

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

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

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

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

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

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

F-3

<PAGE>

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

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

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

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

LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

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

F-4

<PAGE>

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

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

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

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

F-5

<PAGE>

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

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

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

F-6

<PAGE>

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

1. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION:

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

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

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

(B) CHANGES IN ACCOUNTING PRINCIPLES:

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

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

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

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

F-7

<PAGE>

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

(D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS:

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

(E) POLICYHOLDER REALIZED GAINS AND LOSSES:

Realized gains and losses on security transactions associated with the
Company's immediate participation guaranteed contracts are excluded
from revenues, since under the terms of the contracts the realized
gains and losses will be credited to policyholders in future years as
they are entitled to receive them.

(F) DEFERRED POLICY ACQUISITION COSTS:

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

(G) INVESTMENTS:

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

(H) DERIVATIVE FINANCIAL INSTRUMENTS

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

F-8

<PAGE>

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

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

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

Premiums paid on purchased floor or cap agreements and the premium
received on issued cap or floor agreements used for risk management,
as well as the net payments, are adjusted into the basis of the
applicable asset and amortized over the asset life. Gains or losses
on termination of such positions are adjusted into the basis of the
asset or liability and amortized over the remaining asset life.

Forward exchange contracts and foreign currency swaps are accounted
for in accordance with SFAS 52. Changes in the spot rate of
instruments designated as hedges of the net investment in a foreign
subsidiary are reflected in the cumulative translation adjustment
component of stockholder's equity.

(I) RELATED PARTY TRANSACTIONS:

Transactions of the Company with its parent and affiliates relate
principally to tax settlements, insurance coverage, rental and service
fees and payment of dividends and capital contributions. In addition,
certain affiliated insurance companies purchased group annuity
contracts from the Company to fund pension costs and claim annuities
to settle casualty claims.

Substantially all general insurance expenses related to the Company,
including rent expenses, are initially paid by Hartford Fire. Direct
expenses are allocated to the Company using specific identification
and indirect expenses are allocated using other applicable methods.

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

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

F-9

<PAGE>

2. INVESTMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME:

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

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

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

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

(D) COMPONENTS OF NET REALIZED GAINS:

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

F-10

<PAGE>

(E) DERIVATIVE INVESTMENTS:

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

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

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

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

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

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

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

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

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

Other Bonds and Notes 670 0 72 74 524

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

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

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

F-11

<PAGE>

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

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

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

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

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

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

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

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

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

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

F-12

<PAGE>

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

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

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

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

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

1994
----
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
--------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
U.S. Government and government
agencies and authorities:
- - guaranteed and sponsored $1,516 $1 $(87) $1,430
- - guaranteed and sponsored
- asset backed 4,256 78 (571) 3,763
States, municipalities and
political subdivisions 148 1 (12) 137
International governments 189 1 (14) 176
Public utilities 531 1 (32) 500
All other corporate 3,717 38 (297) 3,458
All other corporate
- asset backed 2,442 30 (121) 2,351
Short-term investments 1,665 0 (51) 1,614
------- ----- -------- -------
TOTAL $14,464 $150 $(1,185) $13,429
------- ----- -------- -------
------- ----- -------- -------
</TABLE>

F-13

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

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

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

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

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

F-14

<PAGE>

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

BALANCE SHEET ITEMS:

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

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

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

3. INCOME TAX

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

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

F-15

<PAGE>

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

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

Deferred tax assets include the following:

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

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In these situations, the deferred
income was accumulated in a "Policyholders' Surplus Account" and will be
taxable in the future only under conditions which management considers to
be remote; therefore, no Federal income taxes have been provided on this
deferred income. The balance for tax return purposes of the Policyholders'
Surplus Account as of December 31, 1994 was $24.

4. REINSURANCE

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

Life insurance net retained premiums were comprised of the following:

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

F-16

<PAGE>

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

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

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

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

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

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

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

5. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The Company's employees are included in Hartford Fire's noncontributory
defined benefit pension plans. These plans provide pension benefits that
are based on years of service and the employee's compensation during the
last ten years of employment. The Company's funding policy is to
contribute annually an amount between the minimum funding requirements set
forth in the Employee Retirement Income Security Act of 1974 and the
maximum amount that can be deducted for Federal income tax purposes.
Generally, pension costs are funded through the purchase of the Company's
group pension contracts. The cost to the Company was approximately $2, $3
and $2 in 1994, 1993 and 1992, respectively.

The Company provides certain health care and life insurance benefits for
eligible retired employees. A substantial portion of the Company's
employees may become eligible for these benefits upon retirement.
Effective January 1, 1992, the Company adopted SFAS No. 106, using the
immediate recognition method for all benefits accumulated to date. As of
June 1992, the Company amended its plans, effective January 1, 1993,
whereby the Company's contribution for health care benefits will depend on
the retiree's date of retirement and years of service. In addition, the
plan amendments increased deductibles and set a defined dollar cap which

F-17

<PAGE>

limits average company contributions. The effect of these changes is not
material. The Company has prefunded a portion of the health care and life
insurance obligations through trust funds where such prefunding can be
accomplished on a tax effective basis. Postretirement health care and
life insurance benefits expense, allocated by Hartford Fire, was $1, $1,
and $1, for 1994, 1993, and 1992 respectively.

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

6. BUSINESS SEGMENT INFORMATION

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

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

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

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

7. STATUTORY NET INCOME AND SURPLUS

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

Statutory net income and surplus as of December 31 were:

F-18

<PAGE>

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

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

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

8. SEPARATE ACCOUNTS:

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

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

9. COMMITMENTS AND CONTINGENCIES

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

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

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

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

F-19

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Not applicable.

Item 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article VIII, Section 1 of the By-laws of Hartford Life Insurance Company
provides for indemnification of Directors and Officers as follows:

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

Item 15. RECENT SALES OF UNREGISTERED SECURITIES.

Not applicable.

Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Exhibit
Number Description Method of Filing
------ ----------- ----------------
<C> <S> <C>
1 Underwriting Agreement Filed with this Registration Statement.

3(a) Articles of Incorporation Filed with this Registration Statement.

3(b) By-laws Filed with this Registration Statement.

4 Group Annuity Contract Filed with this Registration Statement.

5 Opinion re: legality Filed with this Registration Statement

24(a) Consent of counsel Not applicable

24(b) Consent of experts Filed with this Registration Statement.

Financial Statement Schedules Filed with this Registration Statement.
</TABLE>
<PAGE>

Item 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement;

iii. To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement, including (but not limited to) any addition or deletion of
a managing underwriter;

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-1, Form S-3 or Form
S-8, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
by the registration pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in
the registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

<PAGE>

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut on this ____ day of _________, 1995.

HARTFORD LIFE INSURANCE COMPANY

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

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

Donald R. Frahm
Chairman and Chief
Executive Officer, Director *

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

Larry K. Lance, Executive
Vice President, Director *

David J. McDonald, Senior
Vice President, Director *

Lowndes A. Smith
President, Chief
Operating Officer,
Director *

Donald J. Znamierowski
Vice President
Comptroller, Director * Dated:
------------------------

Michael S. Wilder, Secretary,
Director *

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE 1 - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN AFFILIATES
DECEMBER 31, 1994
(IN MILLIONS)

<TABLE>
<CAPTION>
AMOUNT
SHOWN ON
BALANCE
TYPE OF INVESTMENT COST FAIR VALUE SHEET
------------------ ---------- ---------- ----------
<S> <C> <C> <C>
FIXED MATURITIES

Bonds

U.S. Government and government agencies
and authorities:

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

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

States, municipalities and political subdivisions 148 137 137

International governments 189 176 176

Public utilities 531 500 500

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

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

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

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

EQUITY SECURITIES

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

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

Policy loans 2,614 2,614 2,614

Mortgage loans 316 316 316

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

TOTAL INVESTMENTS $ 17,573 $ 16,536 $ 16,534
------ ------ ------
------ ------ ------
</TABLE>

Note: Fair values for stocks and bonds approximate those quotations published
by applicable stock exchanges or are received from other reliable
sources. The fair value for short - term investments approximates
cost.

Policy and mortgage loan carrying amounts approximate fair value.

S-1
<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
(IN MILLIONS)

<TABLE>
<CAPTION>
BENEFITS, AMORTIZ-
CLAIMS ATION OF
AND CLAIM DEFERRED
DEFERRED FUTURE OTHER PREMIUMS NET ADJUST- POLICY OTHER
POLICY POLICY POLICYHOL- AND OTHER INVESTMENT MENT ACQUISI- INSURANCE
ACQUISITION BENEFITS DER FUNDS CONSIDERA- INCOME EXPENSES TION EXPENSES
SEGMENT COSTS * * TIONS (1) (2) COSTS (3)
- ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Year ended
December 31,
1994
- --------------

ILAD $ 1,708 $ 582 $ 4,257 $ 492 $ 199 $ 334 $ 137 $ 80
AMS 101 845 10,160 39 750 695 8 48
SPECIALTY 0 463 6,911 569 350 376 0 518
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1,809 $ 1,890 $ 21,328 $ 1,100 $ 1,299 $ 1,405 $ 145 $ 646
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Year ended
December 31,
1993
- --------------

ILAD $ 1,237 $ 428 $ 3,535 $ 423 $ 172 $ 249 $ 97 $ 120
AMS 97 703 9,026 35 759 662 16 45
SPECIALTY 0 528 5,673 289 136 135 0 272
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
$ 1,334 $ 1,659 $ 18,234 $ 747 $ 1,067 $ 1,046 $ 113 $ 437
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

Year ended
December 31,
1992
- -------------

ILAD $ 698 $ 1,115 $ 1,004 $ 178 $ 127 $ 104 $ 49 $ 79
AMS 101 583 8,256 27 743 657 6 51
SPECIALTY 0 46 5,822 54 42 36 0 55
----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------

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

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

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

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

S-2
<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
(IN MILLIONS)

PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
YEAR ENDED DECEMBER 31, 1994

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

Premiums and other considerations
ILAD $ 448 $ 71 $ 106 $ 483 22.0%
AMS 39 0 0 39 0.0%
Specialty 521 140 188 569 33.0%
Accident and Health 308 304 5 9 55.6%
--------- --------- --------- ---------
TOTAL $ 1,316 515 299 1,100 27.2%
--------- --------- --------- ---------
--------- --------- --------- ---------

YEAR ENDED DECEMBER 31, 1993

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

Premiums and other considerations
ILAD $ 417 $ 85 $ 91 $ 423 21.5%
AMS 25 0 0 25 0.0%
Specialty 386 97 0 289 0.0%
Accident and Health 307 299 2 10 20.0%
--------- --------- --------- ---------
TOTAL $ 1,135 $ 481 $ 93 $ 747 12.4%
--------- --------- --------- ---------
--------- --------- --------- ---------

YEAR ENDED DECEMBER 31, 1992

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

Premiums and other considerations
ILAD $ 208 $ 71 $ 27 $ 164 16.5%
AMS 27 0 0 27 0.0%
Specialty 153 99 0 54 0.0%
Accident and Health 292 281 3 14 21.4%
--------- --------- --------- ---------
TOTAL $ 680 $ 451 $ 30 $ 259 37.9%
--------- --------- --------- ---------
--------- --------- --------- ---------

</TABLE>

S-3

<PAGE>

EXHIBIT 1

PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the_______ of __________, 1984, made by and between
HARTFORD LIFE INSURANCE COMPANY ("HLIC"), a corporation organized and existing
under the laws of the State of Connecticut, and HARTFORD EQUITY SALES COMPANY,
INC. ("HESCO"), a corporation organized and existing under the laws of the State
of Connecticut,

WITNESSETH:

WHEREAS, the Board of Directors of HLIC has registered interests in an
individual and group annuity Contract, designated Current Rate Compounding
Annuity Contract (referred to as the "Contract") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended; and

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

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

HESCO'S DUTIES

1. HESCO, as principal underwriter for the Contract, will use its best efforts
to effect offers and sales of the Contract through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and whose
registered representatives are duly licensed as insurance agents of HLIC.
HESCO is responsible for compliance with all applicable requirements of the
Securities Act of 1933, as amended, and the rules and regulations
thereunder, and all other applicable laws, rules and regulations relating
to the sales and distribution of the Contract, the need for which arises
out of its duties as principal underwriter of said Contract.

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

3. HESCO agrees that it will utilize the then currently effective Prospectus
relating to the Contract in connection with its selling efforts.

<PAGE>

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

4. HESCO agrees that it or its duly designated agent shall maintain records as
required by the Securities and Exchange Act of 1934, as amended.

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

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

II.

1. HLIC reserves the right at any time to suspend or limit the public offering
of the Contract upon thirty days' written notice to HESCO, except where the
notice period may be shortened because of legal action taken by any
regulatory agency.

2. HLIC agrees to advise HESCO immediately:

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

(b) Of the issuance by the Securities and Exchange Commission of any stop
order suspending the effectiveness of the Securities Act registration
statement relating to units of interest issued with respect to the
Contract or of the initiation of any proceeding for that purpose;

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

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

<PAGE>

III.

COMPENSATION

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

IV.

RESIGNATION AND REMOVAL OF
PRINCIPAL UNDERWRITER

HESCO may resign as Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC. However, such resignation shall not become effective
until a successor Principal Underwriter has been designated and has accepted its
duties. HLIC may remove HESCO as Principal Underwriter at any time by written
notice.

MISCELLANEOUS

1. This Agreement may not be assigned by any of the parties hereto with the
written consent of the other party.

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

(a) If to HLIC - Hartford Life Insurance Company, Hartford Plaza,
Hartford, Connecticut 06115

(b) If to HESCO - Hartford Equity Sales Company, Inc., Hartford Plaza,
Hartford, Connecticut 06115 or to such other address as HESCO or HLIC
shall designate by written notice to the other.

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

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

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

<PAGE>

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

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

(SEAL) HARTFORD LIFE INSURANCE COMPANY

Attest:

By:
- ----------------------------------- -------------------------------------
Secretary Vice President

(SEAL) HARTFORD EQUITY SALES COMPANY, INC.

Atttest:

By:
- ------------------------------ -------------------------------------
Secretary Vice President

<PAGE>

RESTATED CERTIFICATE OF INCORPORATION

HARTFORD LIFE INSURANCE COMPANY

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

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

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

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

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

Dated: February 10, 1982 HARTFORD LIFE INSURANCE COMPANY

Attest: By /s/ Robert O. Goode, Jr.
----------------------------

/s/ Wm. A. McMahan
- -------------------------

<PAGE>

Exhibit 3(b)

By-Laws

of the

HARTFORD LIFE INSURANCE COMPANY

As passed and effective

February 13, 1978

and amended on

July 13, 1978

January 5, 1979

and

February 29, 1984

<PAGE>

ARTICLE I

Name - Home Office

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

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

ARTICLE II

Stockholders' Meetings - Notice - Quorum - Right to Vote

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

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

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

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

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

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

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

<PAGE>

- 2 -

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

ARTICLE III

Directors - Meetings - Quorum

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

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

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

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

ARTICLE IV

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

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

<PAGE>

- 3 -

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

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

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

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

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

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

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

ARTICLE V

Officers

Chairman of the Board

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

<PAGE>

- 4 -

President

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

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

Secretary

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

Treasurer

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

Other Officers

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

<PAGE>

- 5 -

ARTICLE VI

Finance Committee

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

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

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

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

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

<PAGE>

- 6 -

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

ARTICLE VII

Funds

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

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

<PAGE>

- 7 -

ARTICLE VIII

Indemnity of Directors and Officers

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

ARTICLE IX

Amendment of ByLaws

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

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

<PAGE>

ARTICLE I

Name - Home Office

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

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

ARTICLE II

Stockholders' Meetings - Notice - Quorum - Right to Vote

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

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

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

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

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

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

<PAGE>

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

ARTICLE III

Directors - Meetings - Quorum

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

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

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

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

ARTICLE IV

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

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

<PAGE>

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

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

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

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

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

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

ARTICLE V

Officers

Chairman of the Board

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

<PAGE>

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

President

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

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

Secretary

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

Treasurer

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

<PAGE>

Other Officers

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

ARTICLE VI

Finance Committee

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

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

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

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

<PAGE>

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

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

ARTICLE VII

Funds

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

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

<PAGE>

ARTICLE VIII

Indemnity of Directors and Officers

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

ARTICLE IX

Amendment of Bylaws

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

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

<PAGE>

EXHIBIT 4

********

GROUP ANNUITY CONTRACT

<PAGE>

CONTRACT SPECIFICATIONS

CONTRACT OWNER >

EFFECTIVE DATE >

PLACE OF DELIVERY >

CONTRACT NUMBER >

- --------------------------------------------------------------------------------
GROUP ANNUITY CONTRACT - INDIVIDUALLY ALLOCATED

FORM NUMBERS

HVL-20000 Pages 1-19

HVL-10000-0 Annuity Tables

The interest rate applicable to the General Account values in the Active Life
Fund attributable to contributions made to the General Account during the
current Calendar Year (>) shall be at least equal to the following rates:

Year Interest Rate
---- -------------

> >%
> >%
> >%
> >%
> >%
Thereafter, rates shall be established annually.

The Company may, from time to time, credit interest at rates in excess of these
rates.

Underlying Investments of Separate Accounts DC-I and DC-II under this Contract
are:

ACCOUNT: BASED ON:

Bond/Debt Securities Fund Account Hartford Bond/Debt Securities
Fund, Inc.
Stock Fund Account HVA Stock Fund, Inc.
Money Market Fund Account HVA Money Market, Inc.
Advisers Fund Account HVA Advisers Fund, Inc.
U.S. Government Money Market Hartford U.S. Government
Fund Account Money Market Fund, Inc.
Aggressive Growth Fund Account HVA Aggressive Growth Fund, Inc.
GNMA/Mortgage Securities Fund Hartford GNMA/Mortgage
Account Securities Fund, Inc.
Index Fund Account Hartford Index Fund, Inc.
Socially Responsive Fund Account Hartford Socially Responsive
Fund, Inc.
International Opportunities Fund Hartford International Opportunities
Account

And such other Funds as may be added from time to time, and which are described
in the currently effective Prospectus for this contract.

Page 2

<PAGE>

Contingent Deferred Sales Charges:

Five percent (5%) of the surrendered amount from a Participant's
Individual Account during the first six Participant Contract Years,
four percent (4%) of the surrendered amount during the next two
Participant Contract Years, three percent (3%) of the surrendered
amount during the next two Participant Contract Years, and two percent
(2%) of the surrendered amount during the next two Participant
Contract Years. No Contingent Deferred Sales Charges will be applied
after the twelfth Participant Contract Year.

Death Benefits are never subject to any deduction for Contingent
Deferred Sales Charges.

No deductions for Contingent Deferred Sales Charges shall apply to a
withdrawal from a Participant's Individual Account which qualifies as
a "Hardship Withdrawal" under the deferred compensation plan of the
Contract Owner and under Internal Revenue Code Section 457.

Amounts applied to effect an Annuity option involving life
contingencies or non-life contingencies for a period of three years or
more are not subject to any deduction for Contingent Deferred Sales
Charges.

Deduction for Annual Policy Fee

An Annual Policy Fee deduction shall be made against the value of a
Participant's Individual Account under this contract on the last day of a
Participant's Contract Year or during such year if the account is surrendered
before the end of such year. For this contract, the Annual Policy Fee has been
set at $0.

Transfer Fee

A Transfer Fee will be charged on each exchange within this contract of values
to or among the available investment alternatives provided for in this contract,
which takes place within each Participant's Individual Account. For this
contract, the Transfer Fee has been set at $0 per exchange.

Deduction for Mortality, Expense and Administrative Undertakings

For assuming the mortality, expense and administrative undertakings under this
contract the Company makes a deduction from the average daily net assets of the
Separate Accounts as follows:

The deduction for such risks is currently set at 1.25% per year of the average
daily net assets of the Separate Accounts. The rate may be increased by the
Company, in its sole discretion, subject to a maximum charge of 2.00% per year.

ENDORSEMENTS

HVL-10018-0 Tax Reform Act
HV-160-0 Investment Options/Transfer Limitation

Page 3
<PAGE>

TABLE OF CONTENTS

Page

Contract Specifications 2

Definitions of Certain Terms 5

Contribution Provisions 6

General Account Interest Crediting Procedures 7

Contract Control Provisions 8

General Provisions 8

Valuation Provisions 11

Transfer Provisions 12

Termination Provisions 13

Settlement Provisions 16

Annuity Tables 20

Page 4
<PAGE>

DEFINITIONS OF ACCUMULATION PERIOD - The period under this contract prior
CERTAIN TERMS to the Annuity Commencement Date.

ACCUMULATION UNIT - An accounting unit of measure used to
calculate the Separate Account values of a Participant's
Individual Account during the Accumulation Period.

ACTIVE LIFE FUND - A term used to describe the sum of the
value of all Participant's Individual Accounts under this
contract during the Accumulation Period.

ANNUAL POLICY FEE - The amount set forth on Page 3, if any,
which is deducted from the value of a Participant's
Individual Account on the last business day of a
Participant's Contract Year or on the date of termination of
the Individual Account, if earlier.

ANNUITANT - The Participant on whose behalf annuity payments
are to be made under this contract.

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

ANNUITY COMMENCEMENT DATE - The date on which Annuity
payments are to begin as described under Settlement
Provisions in this contract.

ANNUITY PERIOD - The period in the contracts, following the
Accumulation Period, during which actual Annuity payments
are made.

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

CALENDAR YEAR - The period of time from January 1 to
December 31 of each year.

CONTRACT OWNER - The Employer or entity owning the contract.

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

DATE OF COVERAGE - The date on which the application made on
behalf of a Participant is received by the Company at its
Home Office in Connecticut.

DECLARED INTEREST RATE(S) - One or more rates of interest
which may be declared by the Company. Such rates will never
be less than the applicable Guaranteed Interest Rates.
These Declared Interest Rates may apply to some or all of
the General Account portion of the Active Life Fund for
periods of time determined by the Company.

Page 5
<PAGE>

DEFINITION OF DUE PROOF OF DEATH - A certified copy of the death
CERTAIN TERMS certificate, an order of a court of competent jurisdiction,
(continued) a statement from a physician who attended the deceased or
any other proof acceptable to the Company.

GENERAL ACCOUNT - All assets of the Company other than those
in the Separate Account, or in any other separate investment
account established by the Company.

GUARANTEED INTEREST RATE(S) - The minimum rate(s) of
interest to be credited to the General Account portion of
the Active Life Fund, as set forth on Page 2.

HOME OFFICE - Home Office of the Company means Hartford Life
Insurance Company, P.O. Box 2999, Hartford, Connecticut,
06104-2999.

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

PARTICIPANT - A term used to define, for recordkeeping
purposes only, any employee electing to participate in the
deferred compensation plan of the employer/Contract Owner.

PARTICIPANT'S CONTRACT YEAR - A period of twelve (12) months
commencing with the Date of Coverage under this contract and
each successive twelve (12) month period thereafter.

PARTICIPANT'S INDIVIDUAL ACCOUNT - An account to which the
General Account values and the Separate Account Accumulation
Units held by the Contract Owner or behalf of a Participant
are allocated during the Accumulation Period.

PREMIUM TAX - The tax or amount of tax, if any, charged by a
state or municipality on premiums, purchase payments or
contract value.

SEPARATE ACCOUNT - The Separate Accounts of the Company,
identified on page 2, under which income, gains and losses,
whether or not realized, from assets allocated to such
account are, in accordance with the contracts issued with
respect thereto, credited to or charged against such
Separate Account without regard to the other income, gains,
or losses of the Company.

UNDERLYING SECURITY - The Funds listed in the currently
effective prospectus for this contract.

CONTRIBUTION CONTRIBUTIONS
PROVISIONS
During each Contract Year, the Contract Owner will remit to
the Company all contributions to be made on behalf of the
Participants. Such contributions, after deducting any
applicable

Page 6
<PAGE>

CONTRIBUTION Premium Taxes, will be applied by the Company to the General
PROVISIONS Account and/or to the Separate Account for Accumulation
(continued) Units in the Separate Account on behalf of a Participant in
accordance with the Valuation Provisions and the
instructions of the Contract Owner. The minimum
contribution which may be made at any time on behalf of any
Participant is $30, except where the plan of an Employer
requires a lesser amount which in any event may not be less
than $10.

The total amount of contributions for a Participant in any
one year may be increased to three times the total
contributions made on behalf of that Participant during the
12 months subsequent to his Date of Coverage. Increases in
contributions in excess of those described in the previous
sentence will be accepted only with the consent of and
subject to then specified terms set by the Company.

ALLOCATION OF CONTRIBUTION DURING THE ACCUMULATION PERIOD

The Contract Owner must specify that portion of a
contribution on behalf of a Participant to be allocated to
the General Account and/or to each account of the Separate
Account from 0% to 100% in multiples of 10%, provided the
minimum amount allocated to any account must be at least
$10. Such allocation may be changed from time to time by
the Contract Owner. With respect to a Participant's
Individual Account, the Contract Owner may, subject to
contractual provisions, transfer monies between accounts
during the Accumulation Period.

GENERAL Participants' Individual Account values in the General
ACCOUNT Account are credited with interest at rates at least equal
INTEREST to the applicable Guaranteed Interest Rates. Each Calendar
CREDITING Year's contributions to the General Account will be given a
PROCEDURES five year set of Guaranteed Interest Rates. The set of
Guaranteed Interest Rates for contributions made to the
General Account during the Calendar Year of issue are listed
on Page 2 of this Contract. Thereafter, the set of
Guaranteed Interest Rates for a given Calendar Year's
contributions to the General Account will be determined at
the end of the preceding Calendar Year. When the five year
set of guarantees for a particular Calendar Years's
contributions to the General Account expires, and each
Calendar Year thereafter, the Company will give a one year
Guaranteed Interest Rate.

Contributions are credited to Participants' Individual
Accounts, and begin earning interest, the day the Company
receives the Contribution at its Home Office. Interest is
credited to Participants' Individual Account values daily.

The Company may credit interest to all or some portion of a
Participant's Individual Account at one or more Declared
Interest Rates. However, in no event will such Declared
Interest Rates be less than the applicable Guaranteed
Interest Rate(s).

Page 7

<PAGE>

CONTRACT OWNER
CONTROL
PROVISIONS The Contract Owner has the sole and exclusive power to
exercise all the rights, options and privileges granted by
this contract or permitted by the Company and to agree with
the Company to any change in or amendment to the contract.

BENEFICIARY

The Contract Owner will be the beneficiary to whom any death
benefit from a Participant's Individual Account will be
payable.

ASSIGNMENT

This contract may be assigned. No assignment will be
effective against the Company until a copy of the assignment
has been received at the Home Office of the Company prior to
settlement of the Company's liability under the contract.
The Company assumes no responsibility for the validity of
any assignment.

GENERAL THE CONTRACT
PROVISIONS
This contract and the application for the contract which is
attached hereto when issued to the Contract Owner,
constitute the entire contract. All statements in the
application shall, in the absence of fraud, be deemed
representations and not warranties. No statement shall
avoid this contract or be used in defense of a claim under
it unless contained in the written application for this
contract.

Contract Years, months and anniversaries shall be computed
from the effective date of this contract.

MODIFICATION OF THE CONTRACT

This contract may be modified at any time by written
agreement between the Contract Owner and the Company. No
modification will affect the amount or term of any Annuities
begun prior to the effective date of the modification,
unless it is required to conform this contract to, or give
the Contract Owner the benefit of, any federal or state
statutes or any rule or regulation of the United States
Treasury Department.

On and after the fifth contract anniversary, the Company may
change from time to time any or all of the terms of this
contract by giving 90 days' advance written notice of such
change to the Contract Owner except that the Annuity Tables,
Guaranteed Interest Rates, Annual Policy Fee and Contingent
Deferred Sales Charges which are applicable on the Date of
Coverage of a Participant's Individual Account under this
contract will continue to be applicable to all contributions
made to such Account which in any

Page 8
<PAGE>

GENERAL year do not exceed three times the total contributions made
PROVISIONS to such Account during the initial Participant's Contract
(continued) Year. In addition, the limitations on the deductions for
the mortality risk, expense risks, and administrative
undertakings will continue to apply in all Contract Years.

No modification of this contract shall be made except over
the signature of the President, a Vice President, a
Secretary, or an Assistant Secretary.

SUSPENSION OF THE CONTRACT

This contract may be suspended by the Contract Owner by
written notice to the Company at its Home Office at least 90
days prior to the effective date of such suspension. The
contract will be suspended automatically on a contract
anniversary if the Contract Owner fails to assent to any
modifications, as described under Modification of the
Contract, above which would have been effective on or before
that contract anniversary. On suspension, contributions
will be accepted by the Company on behalf of Participants
covered under the contract prior to the date of suspension,
but no contributions will be accepted on behalf of new
Participants. Suspension of the contract will not affect
payments to be made by the Company under an Annuity which
commenced prior to the date of suspension.

CHANGE TO A PAID-UP CONTRACT

The contract will be deemed paid-up within 30 days after the
end of the Contract Year if the Contract Owner has not
remitted a contribution to the Company during the preceding
twelve-month period. Effective with a change to paid-up
status, no further contributions will be accepted by the
Company and each Participant will be considered an inactive
Participant until the commencement of Annuity payments on
his behalf or until the value of a Participant's Individual
Account is disbursed or applied in accordance with the
Termination Provisions.

NON-PARTICIPATING

This contract does not share in the surplus earnings of the
Company.

MISSTATEMENT OF AGE

If the age of an Annuitant has been misstated, the amount of
the Annuity payable by the Company shall be that provided by
the values under this contract allocated to effect such
Annuity on the basis of the corrected information, without
changing the date of the first payment of such Annuity.

Any underpayments by the Company shall be made up
immediately and any overpayments shall be charged against
future amounts becoming payable.

Page 9
<PAGE>

GENERAL REPORTS TO THE CONTRACT OWNER
PROVISIONS
(continued) The Company will at the end of each calendar quarter,
transmit to each Contract Owner a written statement of
account showing the total value of General Account and
Separate Account interests held in each Participant's
Individual Accounts under this contract.

VOTING RIGHTS

The Company shall cause the Contract Owner to be advised of
any Fund shareholders' meetings of any Fund the shares of
which may be held under this contract at which the shares
held for the Contract Owner may be voted and shall also, at
any Contract Owner's request, cause proxy materials and a
form of instruction by means of which the Contract Owner can
instruct the Company with respect to the voting of the Fund
shares held for the Contract Owner's account to be sent to
the Contract Owner. In connection with the voting of Fund
shares held by it, the Company shall arrange for the
handling and tallying of proxies received from the Contract
Owner. The Company, as such, shall have no right, except as
herein provided, to vote any Fund shares held by it
hereunder which may be registered in its name or the names
of its nominees.

The Company will, however, vote the Fund shares held by it
in accordance with the instructions received from the
Contract Owner. If the Contract Owner desires to attend any
meeting at which the Fund shares held for the Contract
Owner's benefit may be voted, the Contract Owner may request
that the Company furnish a proxy or otherwise arrange for
the exercise of voting rights with respect to the Fund
shares held for such Contract Owner's account. In the event
that the Contract Owner gives no instructions or leaves the
manner of voting discretionary, the Company will vote such
shares of each Fund in the same proportion as shares of that
Fund for which instructions have been received.

PROOF OF SURVIVAL

The payment of any Annuity benefit will be subject to
evidence that the Annuitant is alive on the date such
payment is otherwise due.

INFORMATION FROM THE CONTRACT OWNER

The Contract Owner will furnish any information which the
Company may reasonably require in order to administer this
contract. If the Contract Owner cannot furnish any required
item of information, the Company may request the person
concerned to furnish the information. The Company will not
be liable for the fulfillment of any obligations dependent
upon that information until it receives such information.

Page 10
<PAGE>

GENERAL INDIVIDUAL CERTIFICATES
PROVISIONS
(continued) The Company will issue to the Contract Owner for each
Participant an individual certificate which evidences that
contributions are to be made on behalf of that Participant
under this contract.

VALUATION NET CONTRIBUTIONS
PROVISIONS
The net contribution to a Participant's Individual Account
is equal to the total contributions made on behalf of that
Participant less any applicable Premium Taxes.

The net contribution for the General Account or Separate
Account (determined in accordance with the account
allocation percentages elected) is applied to provide
General Account values or Separate Account Accumulation
Units. The number of Accumulation Units credited to each
variable account is determined by dividing the net
contribution for that account by the dollar value of one
Accumulation Unit next computed after the receipt of the
contribution by the Company.

The Company will determine the value of the General Account
portion of the Contract in accordance with the General
Account Interest Crediting Procedures set forth an page 7.

Distributed earnings with respect to the underlying
securities will be credited to Contract Owners by increasing
the value of units of interest held under this contract.

The number of Accumulation Units so determined will not be
affected by any subsequent change in the value of
Accumulation Units. The Accumulation Unit value in the
Separate Account may decrease or increase from day to day as
specified below.

SEPARATE ACCOUNT NET INVESTMENT RATE AND SEPARATE ACCOUNT
NET INVESTMENT FACTOR

The net investment rate for the Separate Account for any day
is equal to the gross investment rate for each account in
the Separate Account expressed in decimal form to six
places, less applicable deductions by the Company each year
for the expense, mortality and administrative undertakings
as set forth on Page 3. The gross investment rate for an
account is (a) its investment income for the day plus its
capital gains and minus its capital losses, whether realized
or unrealized, and less a deduction for any applicable taxes
arising from the income and the realized and unrealized
capital gains attributable to that account, divided by (b)
the value of that account on the previous day.

The net investment factor for each account is the sum of
1.000000 plus the net investment rate for that account.

Page 11
<PAGE>

VALUATION SEGREGATION OF SEPARATE ACCOUNT ASSETS
PROVISIONS

(continued)
That portion of the assets of the Separate Account equal to
the reserves and other control liabilities of the Separate
Account shall not be chargeable with liabilities arising out
of any other business the Company may conduct.

ACCUMULATION UNIT VALUE

The value of an Accumulation Unit for each account of the
Separate Account was fixed at $1 each on the date the
Account was initially established. The value of the
respective Accumulation Units for any subsequent day is
determined by multiplying the Accumulation Unit value for
the preceding day by the net investment factor for that
account for the current day.

ANNUITY UNIT VALUES DURING THE ANNUITY PERIOD

The value of an Annuity Unit for each account in the
Separate Account was fixed at $1 each on the date the
account was initially established and for any day thereafter
is determined by multiplying the value of the Annuity Unit
for that account on the preceding day by the product of (a)
the net investment factor for that account of the Separate
Account for the day for which the Annuity value is being
calculated and (b) a factor to neutralize the assumed
investment rate (A.I.R.) of 4% or 5%. The factor for a 4%
A.I.R. is .999892, and the factor for a 5% A.I.R. is
.999866.

TRANSFER TRANSFERS WITHIN THE SEPARATE ACCOUNT
PROVISIONS
Participant Individual Account Values may be re-allocated
within the Separate Account at any time. A Transfer Fee, as
described on Page 3, shall be charged against each such
transfer which takes place within each Participant's
Individual Account.

TRANSFERS FROM THE SEPARATE ACCOUNT

Participant Individual Account values in the Separate
Account may be transferred to the General Account at any
time. Such transfers will be treated like General Account
contributions to this contract on the date of such transfer.
A Transfer Fee, as described on Page 3, shall be charged
against each such transfer which takes place within each
Participant's Individual Account.

TRANSFERS FROM THE GENERAL ACCOUNT

Participant Individual Account values in the General Account
may be transferred to an account in the Separate Account at
any time, subject to the right of the Company to limit any
such transfer in any Calendar Year to one sixth (1/6 th) of
the General Account

Page 12
<PAGE>

TRANSFER value of the Participant's Individual Account at the end of
PROVISIONS the preceding Calendar Year. A Transfer Fee, as described
(continued) on Page 3, shall be charged against each such transfer which
takes place within each Participant's Individual Account.
If the Company exercises its right to limit transfers, any
transfers not made will be effected, unless the Company is
directed in writing otherwise, in each succeeding Calendar
Year until all transfers have been made.

Deferred transfers will be made in the order in which such
requests were received in writing by the Company at its Home
Office. All transfers will be made on a last in, first out
basis; that is, that General Account portion of a
Participant's Individual Account attributable to his most
recent contributions or transfers will be transferred first.
Any General Account portion of a Participant's Individual
Account attributable to older contributions or transfers
will be transferred only after the portion attributable to
more recent contributions has been transferred.

The overall partial surrender limit, which follows, also may
limit a Participant's right to transfer money from the
General Account.

TERMINATION FULL OR PARTIAL TERMINATION OF A PARTICIPANT'S INDIVIDUAL
PROVISIONS ACCOUNT

On full or partial termination of a Participant's Individual
Account prior to the specified Annuity Commencement Date,
the Contract Owner will notify the Company as to the manner
in which the then value of the Participant's Individual
Account is to be disbursed or applied in accordance with the
terms of this contract. The following section (Partial
Surrender of General Account Values) may limit the amount of
these Participant Individual Account full or partial
terminations which may be made in any Contract Year. The
termination value of a Participant's Individual Account for
any day prior to the Annuity Commencement Date is equal to
the value of the Participant's Individual Account on that
day, less:

(a) any applicable premium taxes not previously deducted;
and
(b) any applicable Annual Policy Fee as described on
Page 3, and
(c) any applicable Contingent Deferred Sales Charges as set
forth on page 3.

The termination value of the portion of the Participant's
Individual Account in the Separate Account may decrease or
increase from day to day.

Page 13

<PAGE>

TERMINATION PARTIAL SURRENDER OF GENERAL ACCOUNT VALUES
PROVISIONS
(continued) The Company has the absolute right to deny any request for a
partial surrender of General Account values in the Active
Life Fund under this contract when the cumulative requests
for partial surrenders in any Calendar Year, including any
previously deferred surrender payments and transfers, would
exceed one sixth (1/6th) of the General Account values in
the Active Life Fund under this contract at the end of the
preceding Calendar Year. For the purposes of this section,
money transferred to an account in the Separate Account is
considered a partial surrender of General Account values.

If the Company exercises its right to limit partial
surrenders, any partial surrenders not made will be
effected, unless the Company is directed in writing
otherwise, in each succeeding Calendar Year until all
partial surrenders have been made. Deferred partial
surrenders will be made in the order in which such requests
were received in writing by the Company at its Home Office.
All partial surrenders will be made on a last in, first out
basis; that is, that General Account portion of a
Participant's Individual Account attributable to his most
recent contributions or transfers will be surrendered first.
Any General Account portion of a Participant's Individual
Account attributable to older contributions or transfers
will be surrendered only after the portion attributable to
more recent contributions or transfers has been surrendered.
All partial surrenders are also subject to any applicable
Contingent Deferred Sales Charges as in page 3 and also any
applicable Premium Taxes not previously deducted.

FULL SURRENDER OF GENERAL ACCOUNT VALUES

If a request is made for a full surrender of the General
Account portion of the contract's Active Life Fund, the
Company will first reduce the General Account portion of the
Participants' Individual Account values by any applicable
premium taxes not previously deducted and by any applicable
Contingent Deferred Sales Charge and any applicable Annual
Policy Fees as on page 3. The remaining General Account
portion of the Active Life Fund may then be paid out in
either of two ways, at the option of the Contract Owner.

Option 1: Book Value Spread Option:
Under this option, the Hartford will pay an amount
equal to 100% of the General Account portion of the
Active Life Fund minus any applicable premium taxes
not previously deducted, minus any applicable
Contingent Deferred Sales Charges, and minus any
applicable Annual Policy Fees. The Hartford
reserves the right to make such payment in level
annual installments over a period not to exceed five
years, in which event interest will be credited on
the unpaid balance at a rate per annum produced by
the following formula:

i = (A - 2 (B-A)) - .005

Page 14
<PAGE>

TERMINATION Where
PROVISIONS i = The rate of interest (expressed as a decimal,
(continued) e.g. 1%=.01) to be credited, subject to a minimum rate
of 0.00% and a maximum rate of B%.

A = The weighted average interest rate (expressed as a
decimal, e.g. 1%=.01) being credited to the General
Account portion of this contract as of the date of
discontinuance.

B = The average yield (expressed as a decimal, e.g.
1%=.01) for the month prior to the date of termination
of the higher of the Salomon Brothers weekly index of
new Long Term Public Utilities rated Aa and the Salomon
Brothers weekly Index of Current Coupon 30 year Federal
National Mortgage Association Securities, or their
equivalents.

Option 2: Market Value Lump Sum Option:
Under this option, the Hartford will pay an amount
equal to 100% of the General Account Portion of the
Active Life Fund minus any applicable premium taxes not
previously deducted, minus any applicable Contingent
Deferred Sales Charges, and minus applicable Annual
Policy Fees, multiplied by the appropriate market value
factor. This market value factor is determined as:

1 - 6 (B-A), if B is greater than A
or 1, if A is greater than B
where A and B are as described above.

FULL SURRENDER OF SEPARATE ACCOUNT VALUES

If a request is made for a full surrender of the Separate
Account portion of the contract's Active Life Fund, the
Company will pay out 100% of the Separate Account portion of
the Participants' Individual Account values reduced by any
applicable premium taxes not previously deducted, and any
applicable Contingent Deferred Sales Charges and any
applicable Annual Policy Fees as on Page 3.

TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

An Annuity effected under this contract may not be
surrendered for its termination value after the commencement
of Annuity payments.

PAYMENT OF TERMINATION VALUE

When all or any part of the Separate Account termination
value of a Participant's Individual Account is taken by the
Contract Owner in the form of a cash settlement, payment
will be made within seven (7) days following the day the
request is received by the Company at its Home Office,
except as the Company may be permitted to defer payment
under the Investment Company Act of 1940.

Page 15
<PAGE>

SETTLEMENT ADDITIONAL CONTRIBUTIONS TO ANNUITANTS' ACCOUNTS
PROVISIONS
The Contract Owner may make additional contributions at the
beginning of the Annuity Period for the purpose of effecting
increased Annuity payments. All such additional
contributions shall be subject to the following deduction
for sale expenses as well as any applicable Premium Taxes.

ADDITIONAL CONTRIBUTION TO AN ANNUITANT'S ACCOUNT TOTAL DEDUCTION
<S> <C>
First $50,000 3.50%
Next $50,000 2.00%
Amounts over $100,000 1.00%
</TABLE>

A deduction will be made as an asset charge against the
average daily net assets of DC-II for provision of the
mortality, expense and administrative undertakings of the
Company in the same manner and amount as provided for in
DC-I (see "Deduction for Mortality Expense and
Administrative Undertakings", Page 3).

ANNUITY RIGHTS

"Annuity Rights" shall be provided under the contract
entitling the Contract Owner to have Annuity payments made
at the rates set forth in this contract. Such rates will be
made applicable to all amounts held in a Participant's
Individual Account during the Accumulation Period, including
any repayments of partial withdrawals which do not exceed
five times the gross contributions made during the
Accumulation Period with respect to such Participant's
Individual Account. To the extent that the value of a
Participant's Individual Account at the end of the
Accumulation Period is insufficient to fund the Annuity
Rights provided, the Contract Owner shall have the right to
apply any additional contributions, as described above, to
the values held in a Participant's Individual Account in
order to exercise all of the Annuity Rights provided herein.
Any amounts in excess thereof may be applied at Annuity
rates then being offered by the Company.

ELECTION OF ANNUITY OPTION

The Annuity Commencement Date may be the first day of any
month before or including the month of a Participant's 75th
birthday, or such earlier date as applicable laws shall
prescribe. However, in the absence of a written election to
the contrary, the Company reserves the right to set the
Annuity Commencement Date as the first day of the month
coincident with or next following the Participant's 65th
birthday.

The Contract Owner may elect to have the value of a
Participant's Individual Account applied on the Annuity
Commencement Date under any one of the Annuity options
described below. In the absence of such election, the
Company reserves the right to apply the value of the
Participant's Individual Account on the Annuity Commencement
Date to provide a Life Annuity with 120 monthly payments
certain (Option Two).

Page 16
<PAGE>

SETTLEMENT The Separate Account value of the Participant's Individual
PROVISIONS Account is determined on the basis of the Accumulation Unit
(continued) value on the fifth business day preceding the date the
Annuity payments commence.

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

DATE OF PAYMENT - The first payment under any option will be
made within fifteen business days after the arrival of claim
for settlement or on any other later specified date, and
subsequent payments will be made periodically on the
anniversary of the first payment.

If at any time payments under an Annuity option are less
than $20 per payment, the Company may change the frequency
of payment to such intervals as will result in Annuity
payments of at least $20.

Once Annuity payments have commenced, no surrender of the
Annuity benefit can be made for the purpose of receiving a
lump sum settlement in lieu thereof.

ALLOCATION OF ANNUITY

At the time election of one of the Annuity options is made,
the Contract Owner may further elect to have the value of
the Participant's Individual Account applied to provide a
variable Annuity, a fixed dollar Annuity, or a combination
of both.

VARIABLE ANNUITY - A variable Annuity is an Annuity with
payments decreasing or increasing in amount in accordance
with the net investment result of the account or accounts in
the Separate Account as described in "Valuation Provisions",
commencing on Page 11. After the first monthly payment for
a variable Annuity has been determined in accordance with
the provisions of this contract, a number of Annuity Units
is determined by dividing that first monthly payment by the
appropriate Annuity Unit value on the effective date of the
Annuity payments. Once variable Annuity payments have
begun, the number of Annuity Units remains fixed. The
method of calculating the Annuity Unit value is described
under "Valuation Provisions".

The dollar amount of the second and subsequent variable
Annuity payments is not predetermined and may decrease or
increase from month to month. The actual amount of each
variable Annuity payment after the first is determined by
multiplying the number of Annuity Units by the appropriate
Annuity Unit value for each account as described in the
"Valuation Provisions", for the fifth business day preceding
the date the Annuity payment is due.

Page 17
<PAGE>

SETTLEMENT MORTALITY, EXPENSE AND ADMINISTRATIVE UNDERTAKING
PROVISIONS
(continued) The Company guarantees that the dollar amount of variable
Annuity payments will not be adversely affected by
variations in the actual expenses incurred in providing and
administering this contract, or in the actual mortality
experience of payees from the mortality assumption used in
determining the first monthly payment.

FIXED DOLLAR ANNUITY - A fixed dollar Annuity is an Annuity
with payments which remain fixed as to dollar amounts
throughout the payment period.

DEATH OF PARTICIPANT OR BENEFICIARY

In the event a Participant dies before his Annuity
Commencement Date, the Contract Owner will receive the value
of the Participant's Individual Account on the date of
receipt of due proof of death at the Home Office of the
Company, except that if upon death prior to the Annuity
Commencement Date the Participant had not attained his 65th
birthday, the Contract Owner will receive the greater of the
then value of the Participant's Individual Account or 100%
of all contributions made on behalf of the Participant
reduced by the dollar amount of any partial terminations not
repaid. The death benefit may be taken in one sum or under
any of the settlement options available under this contract
and will be paid to the Contract Owner or a beneficiary
designated by the Contract Owner. Such election must be
made within one year after the death of the Participant by
written notice to the Home Office of the Company.

When payment is taken in one sum, a variable payment will be
made within 7 days after the date due proof of death is
received at the Home Office of the Company, except as the
Company may be permitted to defer such payment under the
Investment Company Act of 1940.

In the event of the death of the Annuitant while receiving
Annuity payments, the present values at the current dollar
amount on the date of death of any remaining guaranteed
number of payments will be paid in one sum to the
beneficiary designated by the Contract Owner unless other
provisions shall have been made and approved by the Company,
provided, however, that, in the event of the Participants'
death, any settlement option must provide that any amount
payable as a death benefit will be distributed within five
years of the date of death, or, if the benefit is payable
over a period not extending beyond the life expectancy of
the beneficiary or over the life of the beneficiary, such
distribution must commence within one year of the date of
death. The present value of any remaining guaranteed number
of payments will be based on the interest rate used by the
Company to determine the amount of each certain payment. In
the case of the Separate Account,

Page 18
<PAGE>

SETTLEMENT calculations for such present value of the guaranteed number
PROVISIONS of payments remaining will be based on assumed net
(continued) investment rate. In the case of the General Account the net
investment rate assumed will be the rate that is used by the
Company to determine the amount of each certain payment.
The Annuity Unit value on the date of receipt of due proof
of death shall be used for the purpose of determining such
present value.

ANNUITY OPTIONS

FIRST OPTION - Life Annuity - An Annuity payable monthly
during the lifetime of the Annuitant, ceasing with the last
payment due prior to the death of the Annuitant.

SECOND OPTION - Life Annuity with 120, 180 or 240 Monthly
Payments Certain - An Annuity providing monthly income to
the payee for a fixed period of 120 months, 180 months, or
240 months (as selected), and for as long thereafter as the
Annuitant shall live.

THIRD OPTION - (1) Unit Refund Variable Life Annuity - A
variable Annuity payable monthly during the lifetime of the
Annuitant, ceasing with the last payment due prior to the
death of the Annuitant, provided that, at the death of the
Annuitant, the beneficiary will receive an additional
payment of the then dollar value of the number of Annuity
Units equal to the excess, if any, of (a) over (b) where (a)
is the total amount applied under the option (after
deduction of any applicable premium taxes) divided by the
Annuity Unit value at the effective date of Annuity payments
and (b) is the number of Annuity Units represented by each
payment multiplied by the number of payments made

(2) Cash Refund Fixed Life Annuity - A fixed Annuity
payable monthly during the lifetime of the Annuitant,
ceasing with the last payment due prior to the death of the
Annuitant, provided that, at the death of the Annuitant, the
beneficiary will receive an additional payment of the then
dollar value of the excess (if any) of the amount applied
under the option (after deduction of any applicable premium
taxes) minus the sum of any Annuity payments already made.

FOURTH OPTION - Joint and Last Survivor Life Annuity - An
Annuity payable monthly during the joint lifetime of the
Annuitant and a secondary Annuitant, and thereafter during
the remaining lifetime of the survivor, ceasing with the
last payment prior to the death of the survivor.

FIFTH OPTION - Payments for a Designated Period - An amount
payable monthly for the number of years selected which may
be from 3 to 30 years.

Page 19
<PAGE>

ANNUITY TABLES The attached Tables show the dollar amount of the first
monthly payments for each $1,000 applied under the first
five options. Under the First, Second, or Third Options,
the amount of each payment will depend upon the age of the
Annuitant at the time the first payment is due. Under the
Fourth Option, the amount of each payment will depend upon
the ages of both Annuitants at the time the first payment is
due.

The Tables for the First, Second, Third and Fourth Options
are based on the 1983 Table a for Individual Mortality set
back one year and an interest rate of 4% per annum. The
Table for the Fifth Option is based on an interest rate of
4% per annum.

The Company may at its option, use rates and/or Tables which
are more favorable to the Annuitant.

Page 20

<PAGE>

ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------

To Hartford Life Insurance Company and Subsidiaries.

We have audited in accordance with generally accepted auditing standards, the
consolidated financial statements of Hartford Life Insurance Company and
subsidiaries included in this registration statement and have issued our report
thereon dated January 30, 1995. Our audits were made for the purpose of forming
an opinion on the basic consolidated financial statements taken as a whole. The
accompanying schedules are the responsibility of the Company's management and
are presented for purposes of complying with the Securities and Exchange
Commission's rules and are not part of the basic consolidated financial
statements. These schedules have been subjected to the auditing procedures
applied in the audits of the basic consolidated financial statements and, in our
opinion, fairly state in all material respects the financial data required to be
set forth therein in relation to the basic consolidated financial statements
taken as a whole.

/s/ Arthur Andersen LLP

Hartford, Connecticut
January 30, 1995

<PAGE>

ARTHUR ANDERSEN LLP

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
----------------------------------------

To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1994. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

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

/s/ Arthur Andersen LLP

Hartford, Connecticut
January 30, 1995

<PAGE>

Exhibit 24(b)

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-17324 on Form S-1 for Hartford Life Insurance
Company.

/s/ Arthur Andersen LLP

Hartford, Connecticut
April 6, 1995