HARTFORD LIFE INSURANCE CO, 424B3, 1995-05-12

HARTFORD LIFE INSURANCE CO
424B3, 1995-05-12

Previous: HARTFORD LIFE INSURANCE CO, 497J, 1995-05-12

Next: HARTFORD LIFE INSURANCE CO, 497J, 1995-05-12

<PAGE>

-4-

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___.)

<PAGE>

-5-

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

<PAGE>

-6-

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.

<PAGE>

-7-

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. . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

-8-

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 . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

-9-

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.

<PAGE>

-10-

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).

<PAGE>

-11-

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

<PAGE>

-12-

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>

-13-

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. All Guaranteed Interest Rates and Declared Interest Rates
are effective annual rates after taking into account daily compounding of
interest.

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)
for 1995. During 1996 the 1995 contributions, with interest credited from
1995, will be credited at least 6.00% per year. 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% per year
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.

<PAGE>

-14-

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.

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.

<PAGE>

-15-

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

<PAGE>

-16-

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>

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 *