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

                                                                        File No.

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 Identification         (I.R.S. Employer Number)
     incorporation or organization)

                                      6355
            --------------------------------------------------------
            (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:
The Annuity covered by this registration statement is to be issued from time to
time 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/
                              --
                                     ------

<PAGE>

                                       -2-


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------
Title of Each Class         Amount       Proposed         Proposed         Amount of
of Securities to be         to be        Offering Price   Aggregate        Registration
Registered                  Registered   Per Unit         Offering Price   Fee
- ----------------------------------------------------------------------------------------
<S>                         <C>          <C>              <C>              <C>
Deferred Annuity
Contracts & Participating       *           *             $2,000,000,000*   $689,660.00
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 Contracts are
not issued in predetermined amounts or units.
</TABLE>

The Registrant hereby amends this Registration Statement on such date or dated
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.

<PAGE>

                                       -3-


                         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 Prospectus . . .     Outside Front Cover Page

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

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

10.   Interests and Named Experts and Counsel. . .     Not Applicable

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

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

<PAGE>

                                       -4-


P R 0 S P E C T U S
                                                           [Outside front cover]
                                                             page of Prospectus]


                               MODIFIED GUARANTEED
                                ANNUITY CONTRACTS

                         Hartford Life Insurance Company
                                  P.O. Box 5085
                        Hartford, Connecticut  06102-5085

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

This Prospectus describes participating interests in a group deferred annuity
Contract and individual deferred annuity Contracts.  Both are designed and
offered to provide retirement programs for you if you are an eligible
individual.  With respect to the Group Contract, eligible individuals include
persons who have established Accounts  with certain broker-dealers which have
entered into a distribution agreement to offer participating interests in the
Contract, and members of other eligible groups.  (See "Distribution of
Contracts," page ____ .)  An individual deferred annuity Contract is offered in
certain states and certain trusts.  Certain Qualified Plans may also purchase
the Contract.  (See Appendix A).

For a description of individual Contracts issued in certain states where this
revised Contract has not been approved, see Appendix B.  Participation in a
Group Contract will be separately accounted for by the issuance of a Certificate
evidencing your interest under the Contract.  Participation in an Individual
Contract is evidenced by the issuance of an Individual Annuity Contract.  The
Certificate and Individual Annuity Contract are hereafter referred to as the
"Contract".

A minimum single purchase payment of at least $5,000 must accompany the
application for a Contract.  Hartford Life Insurance Company ("HLIC") reserves
the right to limit the maximum single purchase payment amount.  No additional
payment is permitted on a Contract although eligible individuals may purchase
more than one Contract.  (See "Application and Purchase Payment," page ____ .)

Purchase payments become part of the general assets of HLIC.  HLIC intends
generally to invest proceeds from the Contracts in investment-grade securities.
(See "Investments by HLIC," page____.)

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

<PAGE>

                                       -5-


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.

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

   
MUTUAL FUNDS, ANNUITIES AND INSURANCE PRODUCTS ARE NOT DEPOSITS OR OBLIGATIONS
OF, OR GUARANTEED BY ANY BANK, NOR ARE THEY INSURED BY THE FDIC; THEY ARE
SUBJECT TO INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT
INVESTED.
    

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



The date of this Prospectus is ___________, 1995.

<PAGE>

                                       -6-


   
Upon application, or purchase order, you select an initial Guarantee Period from
among those then offered by HLIC.  (See, "Initial and Subsequent Guarantee
Periods," page ____ and "Establishment of Guarantee Rates and Current Rates,"
page ____.)  Your purchase payment (less surrenders and less applicable premium
taxes, if any) will earn interest at the Initial Guarantee Rate which is any
effective annual rate after taking into account daily compounding of interest.
    

At the end of each Guarantee Period, a subsequent Guarantee Period of the same
duration will begin unless, within the thirty day period prior to the end of
such Guarantee Period, you elect a different duration from among those offered
by us at that time.  In no event may subsequent Guarantee Periods extend beyond
the Annuity Commencement Date then in effect.

The Account Value as of the first day of each subsequent Guarantee Period will
earn interest at the Subsequent Guarantee Rate.  HLIC's MANAGEMENT WILL MAKE THE
FINAL DETERMINATION AS TO GUARANTEE RATES TO BE DECLARED.  WE CANNOT PREDICT NOR
CAN WE GUARANTEE FUTURE GUARANTEE RATES.  (See, "Initial and Subsequent
Guarantee Periods," page _____ and "Establishment of Guarantee Rates and Current
Rates," page _____.)

   
Subject to certain restrictions, partial and total surrenders are permitted.
However, such surrenders may be subject to a surrender charge and/or a Market
Value Adjustment.  A full or partial surrender made prior to the end of a
Guarantee Period will be subject to a Market Value Adjustment.  Except as
described below, the surrender charge will be deducted from any partial or full
surrender made before the end of the seventh Contract Year.  The surrender
charge will be equal to seven percent of the Gross Surrender Value in the first
Contract Year, and be reduced by one percentage point for each of the next six
Contract Years.  FOR A SURRENDER MADE AT THE END OF THE INITIAL GUARANTEE
PERIOD, NO SURRENDER CHARGE WILL BE APPLIED PROVIDED SUCH SURRENDER OCCURS ON OR
AFTER THE END OF THE THIRD CERTIFICATE YEAR.  FOR A SURRENDER MADE AT THE END OF
ANY OTHER GUARANTEE PERIOD, NO SURRENDER CHARGE WILL BE APPLIED PROVIDED SUCH
SURRENDER OCCURS ON OR AFTER THE END OF THE FIFTH CERTIFICATE YEAR.  A REQUEST
FOR SURRENDER AT THE END OF A GUARANTEE PERIOD MUST BE RECEIVED IN WRITING
WITHIN 30 DAYS PRECEDING THE END OF THE GUARANTEE PERIOD.  A MARKET VALUE
ADJUSTMENT WILL NOT BE APPLIED.
    

No surrender charges will be applicable to the application of your Account Value
to purchase an annuity on the Annuity Commencement Date.  A Market Value
Adjustment will be applied if the Annuity Commencement Date is not at the end of
a Guarantee Period.  To elect an Annuity Option you must notify us at least 30
days before the Annuity Commencement Date.

<PAGE>

                                       -7-


In addition, we will send you any interest that has been credited during the
prior twelve months if you so request in writing.  No surrender charge or Market
Value Adjustment will be imposed on such interest payments.  Any such surrender
may, however, be subject to tax.  (See, "Surrenders", page ____ and "Tax
Considerations", page ____.)

The Market Value Adjustment reflects the relationship between the Current Rate
for the duration remaining in the Guarantee Period at the time you request the
surrender and the then applicable Guarantee Rate being applied to your Account
Value.  Since Current Rates are based in part upon the investment yields
available to HLIC (see "Investments By HLIC", page ____), the effect of the
Market Value Adjustment will be closely related to the levels of such yields.
It is possible, therefore, that, should such yields increase significantly from
the time you purchased your Contract, the amount you would receive upon a full
surrender of your Contract may be less than your original purchase payment.  If
such yields should decrease significantly, the amount you would receive upon a
full surrender may be more than your original purchase payment.

We may defer payment of any partial or full surrender for a period not exceeding
6 months from the date of our receipt of your written notice of surrender or the
period permitted by state insurance law, if less, but such a deferral of payment
will be for a period greater than thirty days only under highly unusual
circumstances.  Interest of at least 4 1/2% per annum will be paid on any
amounts deferred for more than 30 days if HLIC chooses to exercise this deferral
right.  (See, "Payment Upon Partial or Full Surrender", page ____.)

On the Annuity Commencement Date specified by you, HLIC will make a lump-sum
payment or start to pay a series of payments based on the Annuity Options
selected by you.  (See, "Annuity Period", page ____.)

   
The Contract provides for a Death Benefit.  If the Annuitant dies before the
Annuity Commencement Date and there is no designated Contingent Annuitant
surviving, or if the Participant dies before the Annuity Commencement Date, the
Death Benefit will be payable to the Beneficiary as determined under the
Contract Control Provisions.  With regard to Joint Participants, at the first
death of a Joint Participant prior to the Annuity Commencement Date, the
Beneficiary will be the surviving Participant notwithstanding that the
Designated Beneficiary may be different.  The Death Benefit is calculated as of
the date we receive written notification of Due Proof of Death at the offices of
the HLIC.
    

The Death Benefit will equal the Account Value.  If the named Beneficiary is the
spouse of the Participant and the Annuitant is living, the spouse may elect, in
lieu of receiving the Death Benefit, to become the Participant and continue the
Contract.  (See, "Death Benefit", page ____.)

<PAGE>

                                       -8-


   
A deduction will be made for Premium Taxes for Contracts sold in certain states.
(See "Premium Taxes," page ____.)
    

   
Certain special provisions apply only with respect to Contracts issued in the
states of California, Missouri, New York, Oregon, South Carolina, Texas,
Virginia and Wisconsin.  These are set forth in detail in Appendix B.  For
Contracts issued as individual retirement annuities, HLIC will refund the
purchase payment to the Participant if the Contract is returned to HLIC within
seven days after Contract delivery.
    

                              AVAILABLE INFORMATION

   
HLIC 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.
    

   
HLIC 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
HLIC 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 HLIC 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.

<PAGE>

                                       -9-


   
HLIC 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 HLIC, c/o Individual Annuity Operations, P.O. Box
5085, Hartford, Connecticut, 06102-5085, telephone 1-800-862-6668.
    

<PAGE>

                                      -10-


                                TABLE OF CONTENTS


                                                                            PAGE
                                                                            ----

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

DESCRIPTION OF CONTRACTS . . . . . . . . . . . . . . . . . . . . . . .

A.  Application and Purchase Payment . . . . . . . . . . . . . . . . .

B.  Accumulation Period. . . . . . . . . . . . . . . . . . . . . . . .

    1.  Initial and Subsequent Guarantee Periods . . . . . . . . . . .

    2.  Establishment of Guarantee Rates and Current Rates . . . . . .

    3.  Surrenders . . . . . . . . . . . . . . . . . . . . . . . . . .

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

        (b) Surrender Charge . . . . . . . . . . . . . . . . . . . . .

        (c) Market Value Adjustment. . . . . . . . . . . . . . . . . .

        (d) Special Surrenders . . . . . . . . . . . . . . . . . . . .

    4.  Guarantee Period Exchange Option . . . . . . . . . . . . . . .

    5.  Premium Taxes. . . . . . . . . . . . . . . . . . . . . . . . .

    6.  Death Benefit. . . . . . . . . . . . . . . . . . . . . . . . .

    7.  Payment upon Partial or Full Surrender . . . . . . . . . . . .

C.  Annuity Period . . . . . . . . . . . . . . . . . . . . . . . . . .

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

    2.  Change of Annuity Commencement Date or Annuity Option  . . . .

    3.  Annuity Options. . . . . . . . . . . . . . . . . . . . . . . .

    4.  Annuity Payment  . . . . . . . . . . . . . . . . . . . . . . .

    5.  Death of Annuitant After Annuity Commencement Date . . . . . .

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

AMENDMENT OF CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . .


<PAGE>

                                      -11-


ASSIGNMENT OF CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

I.   General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

II.  Taxation of HLIC. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

III. Taxation of Annuities in General-Non-Tax Qualified Purchasers  . . . .

    A.  General. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

    B.  Aggregation of Two or More Annuity Contracts . . . . . . . . . . . . .

    C.  Non-Natural Persons, Corporations, Etc . . . . . . . . . . . . . . . .

    D.  Other Participants (Natural Persons) . . . . . . . . . . . . . . . . .

        1.  Distributions Prior to the Annuity Commencement Date . . . . . . .

        2.  Distributions After Annuity Commencement Date. . . . . . . . . . .

        3.  Required Distributions in the Event of Participant's Death--
            Applicable to Contracts issued after January 18, 1985. . . . . . .

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

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

    E.  Tax Qualified Purchasers . . . . . . . . . . . . . . . . . . . . . . .

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

            a. Pension and Profit Sharing Plans. . . . . . . . . . . . . . . .

            b. Tax-Deferred Annuity Plans for Public School Teachers and
                Employers and Employees of Certain Tax-Exempt Organizations. .

            c.  Deferred Compensation Plans for State and Local Governments. .

            d.  Individual Retirement Annuities ("IRA'S"). . . . . . . . . . .

        2.  Distributions. . . . . . . . . . . . . . . . . . . . . . . . . . .

    F.  Federal Income Tax Withholding . . . . . . . . . . . . . . . . . . . .

        1.  Eligible Rollover Distribution . . . . . . . . . . . . . . . . . .

<PAGE>

                                      -12-


        2.  Non-Eligible Rollover Distributions. . . . . . . . . . . . . . . .

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

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

C.  Management Discussion and Analysis of Financial
     Condition and Results of Operations . . . . . . . . . . . . . . . . . . .

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

   
APPENDIX A (MODIFIED GUARANTEED ANNUITY FOR QUALIFIED PLANS) . . . . . . . . .
    

APPENDIX B (SPECIAL PROVISIONS FOR INDIVIDUAL CONTRACTS ISSUED
IN THE STATES OF CALIFORNIA, MISSOURI, NEW YORK, OREGON, SOUTH
CAROLINA, TEXAS, VIRGINIA AND WISCONSIN) . . . . . . . . . . . . . . . . . . .

APPENDIX C (MARKET VALUE ADJUSTMENT)
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

                                      -13-


                            GLOSSARY OF SPECIAL TERMS

In this Prospectus "We", "Us", "Our", and "HLIC" refer to Hartford Life
Insurance Company.   With respect to a group deferred annuity Contract, "You",
"Yours", and "Participant" refer to a person/persons who has/have been issued a
Certificate.  With respect to an individual annuity Contract, "You", "Yours",
and "Participant" refer to a person/persons who has/have been issued a Contract.

In addition, as used in this Prospectus, the following terms have the indicated
meanings:

Account Value              As of any date, the Account Value is the sum of the
                           purchase payment and all interest earned to date less
                           the sum of the Gross Surrender Value of any
                           surrenders made to that date.

Annuitant                  The person upon whose life the Contract is issued.

Annuity Commencement Date  The date designated in the Contract or otherwise by
                           the Participant on which annuity payments are to
                           start.

Beneficiary                The person entitled to receive benefits per the terms
                           of the Contract in case of the death of the Annuitant
                           or the Participant, or Joint Participant, as
                           applicable.

Contract                   For a group Contract, the Certificate evidencing a
                           participating interest in the group annuity Contract
                           as set forth in this Prospectus. Any reference in
                           this Prospectus to Contract includes the underlying
                           group annuity Contract.  For an Individual Contract,
                           the individual annuity Contract.

Contract Date              The effective date of participation under the group
                           annuity Contract as designated in the Contract or
                           date of issue of an individual annuity Contract.

Contract Year              A continuous 12 month period commencing on the
                           Contract Date and each anniversary thereof.

Contingent Annuitant       The person so designated by the Participant, who upon
                           the Annuitant's death, prior to the Annuity
                           Commencement Date, becomes the Annuitant.

Current Rate               The applicable interest rate contained in a schedule
                           of rates established by us from time to time for
                           various durations.

<PAGE>

                                      -14-


Guarantee Period           The period for which either an Initial or Subsequent
                           Guarantee Rate is credited.

Gross Surrender Value      As of any date, that portion of the Account Value
                           specified by you for a full or a partial surrender.

Initial Guarantee Rate     The rate of interest credited and compounded annually
                           during the initial Guarantee Period.

   
In Writing                 A written form satisfactory to us and received at our
                           offices Attention: Individual Annuity Operations,
                           P.O. Box 5085, Hartford, Connecticut  06102-5085.
    

Net Surrender Value        The amount payable to you on a full or partial
                           surrender under the Contract after the application of
                           any Contract charges and/or Market Value Adjustment.

Subsequent Guarantee Rate  The rate of interest established by us for the
                           applicable subsequent Guarantee Period.

<PAGE>


                                      -15-


                            DESCRIPTION OF CONTRACTS

A.   APPLICATION AND PURCHASE PAYMENT

To apply for a Contract, you must complete an application form or an order to
purchase.  This application must be submitted to Hartford Life Insurance Company
along with your purchase payment for its approval.

The Contracts are issued within a reasonable time after the payment of a single
purchase payment.  You may not contribute additional purchase payments to a
Contract in the future.  You may, however, purchase additional Contracts, if you
are an eligible individual, at then prevailing Guarantee Rates and terms.

   
The minimum purchase payment in relation to a Contract is $5,000.  HLIC retains
the right to limit the amount of the maximum purchase payment.
    

Your purchase payment becomes part of our general assets and is credited to an
account we establish for you.  We will confirm your purchase payment in writing
within five business days of receipt.  You start earning interest on your
account the day the purchase payment is applied.

In the event that your application or an order to purchase is not properly
completed, we will attempt to contact you in writing or by telephone.  We will
return the purchase payment three weeks after its receipt by us if the
application or an order to purchase has not, by that time, been properly
completed.

B.   ACCUMULATION PERIOD

     1.   INITIAL & SUBSEQUENT GUARANTEE PERIODS

   
     Upon application, you will select the duration of your Initial Guarantee
     Period from among those durations offered by us.  The duration you select
     will determine your Initial Guarantee Rate.  YOUR PURCHASE PAYMENT (LESS
     SURRENDERS AND LESS APPLICABLE PREMIUM TAXES, IF ANY) WILL EARN INTEREST AT
     THE INITIAL GUARANTEE WHICH IS AN EFFECTIVE ANNUAL RATE AFTER TAKING INTO
     ACCOUNT DAILY COMPOUNDING OF INTEREST.
    

     Set forth below is an illustration of how interest will be credited to your
     Account Value during each Guarantee Period.  For the purpose of this
     example we have made the assumptions as indicated.

NOTE:  THE FOLLOWING EXAMPLE ASSUMES NO SURRENDERS OF ANY AMOUNT OR
PRE-AUTHORIZED PAYMENT OF INTEREST DURING THE ENTIRE FIVE YEAR PERIOD.  A MARKET
VALUE ADJUSTMENT OR SURRENDER CHARGE MAY APPLY

<PAGE>

                                      -16-


TO ANY SUCH INTERIM SURRENDER (SEE "SURRENDERS," PAGE ____).  THE HYPOTHETICAL
INTEREST RATES ARE ILLUSTRATIVE ONLY AND ARE NOT INTENDED TO PREDICT FUTURE
INTEREST RATES TO BE DECLARED UNDER THE CONTRACT.  ACTUAL INTEREST RATES
DECLARED FOR ANY GIVEN TIME MAY BE MORE OR LESS THAN THOSE SHOWN.

<TABLE>
<CAPTION>
              Example of Compounding at the Initial Guarantee Rate
              ----------------------------------------------------
      <S>                                              <C>
      Beginning Account Value:                         $50,000
      Guarantee Period:                                5 years
      Guarantee Rate:                                  5.50% per annum
</TABLE>

<TABLE>
<CAPTION>
                              End of Contract Year:
                              ---------------------
                         Year 1     Year 2    Year 3      Year 4    Year 5
                         ------     ------    ------      ------    ------
<S>                      <C>        <C>       <C>        <C>        <C>
Beginning Account Value  $50,000.00
  X (1+Guarantee Rate)        1.055
                         ----------
                         $52,750.00

Account Value at end of             $52,750.00
Contract Year 1                          1.055
                                    ----------
  X (1+Guarantee Rate)              $55,651.25

Account Value at end of                       $55,651.25
Contract Year 2                                    1.055
                                              ----------
  X (1+Guarantee Rate)                        $58,712.07

Account Value at end of                                  $58,712.07
Contract Year 3                                               1.055
                                                         ----------
  X (1+Guarantee Rate)                                   $61,941.23

Account Value at end of                                               $61,941.23
Contract Year 4                                                            1.055
                                                                      ----------
  X (1+Guarantee Rate)                                                $65,348.00

Account Value at end of Guarantee Period                              $65,348.00

Total Interest Credited in Guarantee Period- $65,348.00 - 50,000.00=  $15,348.00
                                                                      ----------
                                                                      ----------

Account Value at end of Guarantee Period-    $50,000.00 + 15,348.00=  $65,348.00

Account Value after 180 days from the
Contract Date -                               $50,000(1.055)(180/365)=$51,337.77
</TABLE>


<PAGE>

                                      -17-


     Unless you elect to make a surrender (see "Surrenders", page ______), a
     subsequent Guarantee Period will automatically commence at the end of a
     Guarantee Period.  Each subsequent Guarantee Period will be the same
     duration as the previous Guarantee Period unless you elect in writing on
     any day within the thirty day period prior to the end of the current
     Guarantee Period, a Guarantee Period of a different duration from among
     those offered by us at that time.

     In no event may subsequent Guarantee Periods extend beyond the Annuity
     Commencement Date then in effect.  For example, if you are age 62 upon the
     expiration of a Guarantee Period and you have chosen age 65 as an Annuity
     Commencement Date, we will provide a three year Guarantee Period to equal
     the number of years remaining before your Annuity Commencement Date.  Your
     Account Value will then earn interest at a Guarantee Rate which we have
     declared for that duration.  The Guarantee Rate for the Guarantee Period
     automatically applied in these circumstances may be higher or lower than
     the Guarantee Rate for longer durations.

     The Account Value at the beginning of any subsequent Guarantee Period will
     be equal to the Account Value at the end of the Guarantee Period just
     ending.  This Account Value (less surrenders made since the beginning of
     the subsequent Guarantee Period) will earn interest compounded annually at
     the Subsequent Guarantee Rate.

     Within thirty days prior to the end of a Guarantee Period, we will notify
     you of the expiry of the current rate guarantee period.

     2.   ESTABLISHMENT OF GUARANTEE RATES AND CURRENT RATES

   
     You will know the Initial Guarantee Rate for the Guarantee Period you
     choose at the time you purchase your Contract.  Under certain
     circumstances, HLIC may offer a bonus of .50% above the Guarantee Rate for
     the first year only of a subsequent Guarantee Period.  Current Rates will
     be established periodically along with the Guarantee Rates which will be
     applicable to subsequent Guarantee Periods.  After the end of each Contract
     Year, we will send you a statement which will show (a) your Account Value
     as of the end of the preceding Contract Year, (b) all transactions
     regarding your Contract during the Contract Year, (c) your Account Value at
     the end of the current Contract Year, and (d) the rate of interest being
     credited to your Contract.
    

     HLIC has no specific formula for determining the rate of interest that it
     will declare as Current Rates or Guarantee Rates in the future.  The
     determination of Current Rates and Guarantee Rates will be reflective of
     interest rates available on the types of debt instruments in which HLIC
     intends to invest the proceeds attributable to the Contracts. (See
     "Investments by HLIC", page ____.)  In addition, HLIC's Management may also
     consider various other factors in determining Current Rates and Guarantee
     Rates for a


<PAGE>

                                      -18-


     given period, including, regulatory and tax requirements; sales commissions
     and administrative expenses borne by HLIC; general economic trends; and
     competitive factors.  HLIC's MANAGEMENT WILL MAKE THE FINAL DETERMINATION
     AS TO CURRENT AND GUARANTEE RATES TO BE DECLARED.  WE CANNOT PREDICT NOR
     CAN WE GUARANTEE FUTURE CURRENT RATES OR GUARANTEE RATES.

     3.   SURRENDERS

          (a)  GENERAL

          Full surrenders may be made under a Contract at any time.  Partial
          surrenders may only be made if:

               i.   the Gross Surrender Value is at least $1,000.00; and

               ii.  the remaining Account Value after the Gross Surrender Value
               has been deducted is at least $5,000.00.

               In the case of all surrenders, the Account Value will be reduced
               by the Gross Surrender Value on the Surrender Date and the Net
               Surrender Value will be payable to you.  The Net Surrender Value
               equals:

               (A - B) x C, where:

               A = the Gross Surrender Value,
               B = the surrender charge plus any unpaid premium tax, (see pages
               ____ and ____),
               C = the Market Value Adjustment (see page ____).

               HLIC will, upon request, inform you of the amount payable upon a
               full or partial surrender.

               Any full, partial or special surrender may be subject to tax.
               (See "Tax Considerations," page ____.)

               THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(B) TAX- SHELTERED
               ANNUITIES.  AS OF DECEMBER 31, 1988, ALL SECTION 403(B) ANNUITIES
               HAVE LIMITS ON FULL AND PARTIAL SURRENDERS.  CONTRIBUTIONS TO THE
               CONTRACT MADE AFTER DECEMBER 31, 1988 AND ANY INCREASES IN CASH
               VALUE AFTER


<PAGE>

                                      -19-


               DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED UNLESS THE CONTRACT
               OWNER/EMPLOYEE HAS:  (A) ATTAINED AGE 59 1/2, (B) TERMINATED
               EMPLOYMENT, (C) DIED, (D) BECOME DISABLED OR (E) EXPERIENCED
               FINANCIAL HARDSHIP.

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

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

          (b)  SURRENDER CHARGE

          No deduction for a sales charge is made from the purchase payment when
          received.  A surrender charge, however, may be deducted from the Gross
          Surrender Value (before application of any Market Value Adjustment) of
          any partial or full surrender made before the end of the seventh
          Contract Year.  The amount of any surrender charge is computed as a
          percentage of the Gross Surrender Value.  The chart below indicates
          the percentage charge applied during the specified Contract Year:

               CONTRACT YEAR                      CHARGE AS PERCENTAGE OF
               IN WHICH SURRENDER IS MADE          GROSS SURRENDER VALUE

                    1                                         7%
                    2                                         6%
                    3                                         5%
                    4                                         4%
                    5                                         3%
                    6                                         2%
                    7                                         1%
                Thereafter                                    0%

          No surrender charge will be made for surrenders after Contract Year 7
          or certain surrenders effective at the end of a Guarantee Period.
          (See, "Special Surrenders", page ____).

          The above specified surrender charges will apply to partial or full
          surrenders, irrespective of the length of the Guarantee Period
          selected.  For example, assume a Participant designates an initial
          Guarantee Period of five years.  Further assume the

<PAGE>

                                      -20-


          Participant takes no action to change the duration of the second
          Guarantee Period, resulting in a second Guarantee Period also with a
          duration of five years.  In this hypothetical case, any surrenders the
          Participant makes during the sixth Contract Year will be subject to a
          two-percent surrender charge even though the Participant could have
          made a surrender up to the Account Value at the end of the initial
          five year Guarantee Period which would not have been subject to a
          surrender charge.  (See "Special Surrenders", page _____.)

          (c)  MARKET VALUE ADJUSTMENT

          The amount payable on a partial or full surrender made prior to the
          end of any Guarantee Period may be adjusted up or down by the
          application of the Market Value Adjustment. Where applicable, the
          Market Value Adjustment is applied to Gross Surrender Value, net of
          any surrender charge.

          In the case of either a partial or full surrender, the Market Value
          Adjustment will reflect the relationship between the Current Rate for
          the duration remaining in the Guarantee Period at the time you request
          the surrender, and the Guarantee Rate then applicable to your
          Contract.

          Generally, if your Guarantee Rate is lower than the applicable Current
          Rate, then the application of the Market Value Adjustment will result
          in a lower payment upon surrender.

          Similarly, if your Guarantee Rate is higher than the applicable
          Current Rate, the application of the Market Value Adjustment will
          result in a higher payment upon surrender.

          For example, assume you purchase a Contract and select an initial
          Guarantee Period of ten years and our Guarantee Rate for that duration
          is 8% per annum.  Assume at the end of seven years you make a partial
          surrender.  If the three year Current Rate is then 6%, the amount
          payable upon partial surrender will increase after the application of
          the Market Value Adjustment.  On the other hand, if such Current Rate
          is higher than your Guarantee Rate, for example, 10%, the application
          of the Market Value Adjustment will cause a decrease in the amount
          payable to you upon this partial surrender.

          Since Current Rates are based in part upon the investment yields
          available to HLIC (see, "Investments By HLIC", page ____), the effect
          of the Market Value Adjustment will be closely related to the levels
          of such yields.  It is theoretically possible, therefore, that, should
          such yields increase significantly from the time you purchased your

<PAGE>

                                      -21-


          Contract, coupled with the application of the surrender charges, the
          amount you would receive upon a full surrender of your Contract could
          be less than your original purchase payment.

          The formula for calculating the Market Value Adjustment is set forth
          in Appendix C to this Prospectus, which also contains an additional
          illustration of the application of the Market Value Adjustment.

          (d)  SPECIAL SURRENDERS

   
          For a surrender made at the end of the initial guarantee period, no
          surrender charge will be applied provided such surrender occurs on or
          after the end of the third Certificate Year.  For a surrender made at
          the end of any other Guarantee Period, no surrender charge will be
          applied provided such surrender occurs on or after the end of the
          fifth Certificate Year.  A request for surrender at the end of a
          Guarantee Period must be received in writing during the 30 day period
          preceding the end of that Guarantee Period.
    

          No surrender charges will be applicable to the application of your
          Account Value to purchase an annuity on the Annuity Commencement Date.
          A Market Value Adjustment will be applied if the Annuity Commencement
          Date is not at the end of a Guarantee Period.  To elect an Annuity
          Option you must notify us at least 30 days before the end of that
          Guarantee Period.

          In addition, we will send you any interest that has been credited
          during the prior twelve months if you so request in writing.  No
          surrender charge or Market Value Adjustment will be imposed on such
          interest payments.  Any such surrender may, however, be subject to
          tax.

   
          For certain tax-qualified plans, we reserve the right to offer by
          rider an extended surrender privilege, without imposing a surrender
          charge or market value adjustment.
    

     4.   GUARANTEE PERIOD EXCHANGE OPTION

     Once each Contract Year you may elect to transfer from your current rate
     guarantee period into a new rate guarantee period of a different duration.
     A Market Value Adjustment will be applied to your current Account Value at
     the time of transfer.  There will be no surrender charge for this exchange.
     However, surrender charges will continue to be based on time elapsed from
     the original Contract Date.  We reserve the right to charge a fee of up to
     $50 for such transfers, but do not impose a transfer charge as of the date
     of this Prospectus.

<PAGE>

                                      -22-


     5.   PREMIUM TAXES

   
     A deduction is also made for premium taxes, if applicable, imposed by a
     state or other governmental entity.  Certain states impose a premium tax,
     currently ranging up to 3.5%.  Some states assess the tax at the time
     purchase payments are made; others assess the tax at the time of
     annuitization.  HLIC will pay premium taxes at the time imposed under
     applicable law.  At its sole discretion, HLIC may deduct premium taxes at
     the time HLIC pays such taxes to the applicable taxing authorities, upon
     surrender, or when annuity payments commence.
    

     6.   DEATH BENEFIT

   
     If the Annuitant dies before the Annuity Commencement Date and there is no
     designated Contingent Annuitant surviving, or if the Participant dies
     before the Annuity Commencement Date, the Death Benefit will be payable to
     the Beneficiary as determined under the Contract Control Provisions.  With
     regard to Joint Participants, at the first death of a Joint Participant
     prior to the Annuity Commencement Date, the Beneficiary will be the
     surviving Participant notwithstanding that the Designated Beneficiary may
     be different.  The Death Benefit is calculated as of the date we receive
     written notification of Due Proof of Death at the offices of HLIC.  The
     Death Benefit will equal the Account Value.
    

     The Death Benefit may be taken in one sum, to be paid within six months
     after the date we receive Due Proof of Death, or under any of the Annuity
     Options available under the Contract, provided, however, that:  (a) if any
     Participant dies prior to the Annuity Commencement Date, any Annuity Option
     selected must provide that any amount payable as a Death Benefit will be
     distributed within 5 years of the date of death; and (b) if any Participant
     or Annuitant dies on or after the Annuity Commencement Date, any remaining
     interest in the Contract will be paid at least as rapidly as under the
     method of distribution in effect at the time 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.  Notwithstanding the
     foregoing, in the event of the Participant's death where the sole
     Beneficiary is the spouse of the Participant and the Annuitant or
     Contingent Annuitant is living, such spouse may elect, in lieu of receiving
     the Death Benefit, to be treated as the Participant.

     If the Contract is owned by a corporation or other non-individual, the
     Death Benefit payable upon the death of the Annuitant prior to the Annuity
     Commencement Date will be payable only as one sum or under the same Annuity
     Options and in the same manner as if an individual Contract Owner died on
     the date of the Annuitant's death.

<PAGE>

                                      -23-


     7.   PAYMENT UPON PARTIAL OR FULL SURRENDER

     We may defer payment of any partial or full surrender for a period not
     exceeding 6 months from date of our receipt of your notice of surrender or
     the period permitted by state insurance law, if less.  Only under highly
     unusual circumstances will we defer a surrender payment more than thirty
     days, and if we defer payment for more than 30 days, we will pay interest
     of at least 4 l/2% per annum on the amount deferred.  While all
     circumstances under which we could defer payment upon surrender may not be
     foreseeable at this time, such circumstances could include, for example, a
     time of an unusually high surrender rate among Participants, accompanied by
     a radical shift in interest rates.  If we intend to withhold payment for
     more than thirty days, we will notify you in writing.  We will not,
     however, defer payment for more than thirty days for any surrender which is
     to be effective at the end of any Guarantee Period.

C.   ANNUITY PERIOD

     1.   ELECTING THE ANNUITY COMMENCEMENT DATE AND FORM OF ANNUITY

     Upon application for a Contract, you select an Annuity Commencement Date.
     Within 30 days prior to your Annuity Commencement Date you may elect to
     have all or a portion of your Net Surrender Value paid in a lump sum on
     your Annuity Commencement Date.  Alternatively, or with respect to any
     portion of your Net Surrender Value not paid in a lump sum, you may elect,
     at least 30 days prior to the Annuity Commencement Date, to have your
     Account Value with a Market Value Adjustment, if applicable, or a portion
     thereof multiplied by the Market Value Adjustment (less applicable premium
     taxes, if any) applied on the Annuity Commencement Date under any of the
     Annuity Options described below.  In the absence of such election, Account
     Value with a Market Value Adjustment, if applicable, will be applied on the
     Annuity Commencement Date under the Second Option to provide a life annuity
     with 120 monthly payments certain.  This Contract may not be surrendered
     for its Termination Value after the commencement of annuity payments,
     except with respect to Option Six.

     2.   CHANGE OF ANNUITY COMMENCEMENT DATE OR ANNUITY OPTION

   
     You may change the Annuity Commencement Date and/or the Annuity Option from
     time to time, but any such change must be made in writing and received by
     us at least 30 days prior to the scheduled Annuity Commencement Date.
     Also, the proposed Annuity Commencement Date may not be beyond the later of
     the Annuitant's 90th birthday, except in certain states where the proposed
     Annuity Commencement Date may not be beyond the Annuitant's 85th birthday.
    

<PAGE>

                                      -24-


     3.   ANNUITY OPTIONS

     Any one of the following Annuity Options may be elected:

     First Option - Life Annuity

     An annuity payable monthly during the lifetime of the Annuitant, and
     terminating with the last monthly payment due preceding the death of the
     Annuitant.  It would be possible under this Option for an Annuitant to
     receive only one Annuity payment if he died prior to the due date of the
     second Annuity payment, two payments if he died before the due date of the
     third Annuity payment and so on.

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

     An annuity providing monthly income to the Annuitant 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 - Cash Refund Life Annuity

     An annuity payable monthly during the lifetime of the Annuitant provided
     that, at the death of the Annuitant, the Beneficiary will receive an
     additional payment equal to (a) minus (b) where (a) is the Account Value
     applied on the Annuity Commencement Date under this Option and (b) is the
     dollar amount of annuity payments already paid.

     Fourth Option - Joint and Last Survivor Life Annuity

     An annuity payable monthly during the joint lifetime of the Annuitant and a
     designated second person, and thereafter during the remaining lifetime of
     the survivor, ceasing with the last payment prior to the death of the
     survivor.  It would be possible under this Option for the Annuitant, and
     designated second person in the event of the common or simultaneous death
     of the parties, to receive only one payment in the event of death prior to
     the due date for the second payment and so on.

     Fifth Option - Payments for a Designated Period

     An amount payable monthly for the number of years selected which may be
     from 5 to 30 years.

     The Tables in the Contract provide for guaranteed dollar amounts of monthly
     payments for each $1,000 applied under the five Annuity Options.  Under the
     First, Second, or Third Options, the amount of each payment will depend
     upon the age and sex of the

<PAGE>

                                      -25-


     Annuitant at the time the first payment is due.  Under the Fourth Option,
     the amount of each payment will depend upon the sex of both payees and
     their ages at the time the first payment is due.

     The Tables for the First, Second, Third and Fourth Options are based on the
     1983 A Individual Annuity Mortality Table with ages set back one year and a
     net investment rate of 4% per annum.

     The table for the Fifth Option is based on a net investment rate of 4% per
     annum.  We may, from time to time, at our discretion if mortality appears
     more favorable and interest rates justify, apply other tables which will
     result in higher monthly payments for each $1,000 applied under one or more
     of the five Annuity Options.

     Sixth Option - Annuity Proceeds Settlement Option

   
     Proceeds from the Death Benefit left with HLIC for a period not to exceed
     five years from the date of the Participant's death prior to the Annuity
     Commencement Date.  The proceeds will remain in the same Guarantee Period
     and continue to earn the same interest rate as at the time of death.  If
     the Guarantee Period ends before the end of the five year period, the
     Beneficiary may elect a new Guarantee Period with a duration closest to but
     not to exceed the time remaining in the period of five years from the date
     of the Particpant's death.  Full or partial surrenders may be made at any
     time.  In the event of surrenders, the remaining value will equal the
     proceeds left with HLIC, minus any surrenders, plus any interest earned.  A
     Market Value Adjustment will be applied to all surrenders except those
     occurring at the end of a Guarantee Period.
    

     4.   ANNUITY PAYMENT

     The first payment under any Annuity Option will be made following the
     Annuity Commencement Date.  Subsequent payments will be made on the same
     day in accordance with the manner of payment selected.

   
     The option elected must result in a payment of an amount at least equal to
     the minimum payment amount according to HLIC rules then in effect.  If at
     any time payments are less than the minimum payment amount, HLIC has the
     right to change the frequency to an interval resulting in a payment at
     least equal to the minimum.  If any amount due is less than the minimum per
     year, HLIC may make other arrangements that are equitable to the Annuitant.
    

     Once annuity payments have commenced, no surrender of the annuity benefit
     (including benefits under the Fifth Option) can be made for the purpose of
     receiving a lump sum settlement in lieu thereof.

<PAGE>

                                      -26-


     5.   DEATH OF ANNUITANT AFTER ANNUITY COMMENCEMENT DATE

   
     In the event of the death of the Annuitant after the Annuity Commencement
     Date, the present values on the date of death of the current dollar amount
     of any remaining guaranteed payments will be paid in one sum to the
     Beneficiary designated by you unless other provisions shall have been made
     and approved by us.  Calculations of such present value will be based on
     the interest rate that is used by us to determine the amount of each
     certain payment.
    

                               INVESTMENTS BY HLIC

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 investments of
HLIC.)

Contract reserves will be accounted for in a non-utilized separate account.  CRC
Contract Owners have no priority claims on assets accounted for in this separate
account.  All assets of HLIC, including those accounted for in this separate
account, are available to meet the guarantees under the Annuity and are
available to meet the general obligations of HLIC.

Nonetheless, in establishing Guarantee Rates and Current Rates, HLIC intends to
take into account the yields available on the instruments in which it intends to
invest the proceeds from the Contracts.  (See, "Establishment of Guarantee Rates
and Current Rate", page ____.)  HLIC's investment strategy with respect to the
proceeds attributable to the Contracts will generally be to invest in
investment-grade debt instruments having durations tending to match the
applicable Guarantee Periods.

Investment-grade debt instruments in which HLIC intends to invest the proceeds
from the Contracts include:

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 an 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.

<PAGE>

                                      -27-


Other debt instruments, including but not limited to, issues of or guaranteed by
banks or bank holding companies and 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 with respect to
the proceeds attributable to the Contracts, we are not obligated to invest the
proceeds attributable to the Contract according to any particular strategy,
except as may be required by Connecticut and other state insurance laws.

                             AMENDMENT OF CONTRACTS

We reserve the right to amend the Contracts to meet the requirements of
applicable federal or state laws or regulations.  We will notify you in writing
of any such amendments.

                             ASSIGNMENT OF CONTRACT

Your rights as evidenced by a Contract may be assigned as permitted by
applicable law.  An assignment will not be binding upon us until we receive
notice from you in writing.  We assume no responsibility for the validity or
effect of any assignment.  You should consult your tax adviser regarding the tax
consequences of an assignment.

                            DISTRIBUTION OF CONTRACTS

   
The Contracts are sold by certain broker-dealers registered under the Securities
Exchange Act of 1934 to persons who have established an account with the
broker-dealer.  In addition, the Contracts may be offered to members of certain
other eligible groups or certain individuals.  HLIC will pay a maximum
commission of 5% for the sale of a Contract.  From time to time, customers of
certain Broker-Dealers may be offered special initial Guarantee Rates and
negotiated commissions.
    

   
The securities may also be sold directly to employees of HLIC and Hartford Fire
Insurance Company, the ultimate parent of HLIC.  The securities will be credited
with an additional 2% of the employee's purchase payment by HLIC.  This
additional percentage of purchase payment in no way affects present or future
charges, rights, benefits or current values of other Contract Owners.
    

<PAGE>

                                      -28-


                           FEDERAL TAX CONSIDERATIONS

   
A.   GENERAL
    

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING TO
THE ACTUAL STATUS OF THE PARTICIPANT INVOLVED, LEGAL AND TAX ADVICE MAY BE
NEEDED BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A
CONTRACT DESCRIBED IN THIS PROSPECTUS.

It should be understood that any detailed description of the federal income tax
consequences regarding the purchase of the Contracts cannot be made in this
Prospectus and that special tax rules may be applicable with respect to certain
purchase situations not discussed herein.  In addition, no attempt is made here
to consider any applicable state or other tax laws.  For detailed information, a
qualified tax adviser should always be consulted.  This discussion is based upon
HLIC's understanding of Federal income tax laws as they are currently
interpreted.

   
B.   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
Contracts will be owned by HLIC.  The income earned on such assets will be
HLIC's income.
    

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

     Section 72 of the Internal Revenue Code governs the taxation of annuities
     in general.
    
   
     1.   NON-NATURAL PERSONS, CORPORATIONS, ETC.  Section 72 contains
     provisions for Contract Owners which are non-natural persons.  Non-natural
     persons include corporations, trusts, and partnerships.  The annual net
     increase in the value of the Contract is currently includable in the gross
     income of a non-natural person unless the non-natural person holds the
     Contract as an agent for a natural person.  There is an exception from
     current inclusion for certain annuities held by structured settlement
     companies, certain annuities held by an employer with respect to a
     terminated Qualified Plan and certain immediate annuities.  A non-natural
     person which is a tax-exempt entity for Federal tax purposes will not be
     subject to income tax as a result of this provision.
    
   
     If the Contract Owner is not an individual, the primary Annuitant shall be
     treated as the Contract Owner for purposes of making distributions which
     are required to be made upon the death of the Contract Owner.  If there is
     a change in the primary Annuitant, such change shall be treated as the
     death of the Contract Owner.
    


<PAGE>

                                      -29-


   
     2.   OTHER CONTRACT OWNERS (NATURAL PERSONS).  A Contract Owner is not
     taxed on increases in the value of the Contract until an amount is received
     or deemed received, e.g., in the form of a lump sum payment (full or
     partial value of a Contract) or as Annuity payments under the settlement
     option elected.
    
   
     The provisions of Section 72 of the Code concerning distributions are
     summarized briefly below.  Also summarized are special rules affecting
     distributions from Contracts obtained in a tax-free exchange for other
     annuity contracts or life insurance contracts which were purchased prior to
     August 14, 1982.
    
   
          a.   DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

               i.   Total premium payments less prior withdrawals which were not
               includable in gross income equal the "investment in the contract"
               under Section 72 of the Code.
    
   
               ii.  When the value of the Contract (ignoring any surrender
               charges) exceeds the "investment in the contract," any amount
               surrendered which is less than or equal to the difference between
               such value of the Contract and the "investment in the contract"
               will be included in gross income.
    
   
               iii. When such value of the Contract is less than or equal to the
               "investment in the contract," any amount surrendered which is
               less than or equal to the "investment in the contract" shall be
               treated as a return of "investment in the contract" and will not
               be included in gross income.
    
   
               iv.  The receipt of any amount as a loan under the Contract or
               the assignment or pledge of any portion of the value of the
               Contract shall be treated as an amount surrendered which will be
               covered by the provisions in subparagraph ii. or iii. above.
    
   
               v.   In general, the transfer of the Contract, without full and
               adequate consideration, will be treated as an amount surrendered
               which will be covered by the provisions in subparagraph ii. or
               iii. above.  This transfer rule does not apply, however, to
               certain transfers of property between spouses or incident to
               divorce.
    
   
          b.   DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

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

<PAGE>

                                      -30-


   
               i.   When the total of amounts excluded from income by
               application of the exclusion ratio is equal to the investment in
               the contract as of the Annuity Commencement Date, any additional
               payments (including surrenders) will be entirely includable in
               gross income.
    
   
               ii.  If the annuity payments cease by reason of the death of the
               Annuitant and, as of the date of death, the amount of annuity
               payments excluded from gross income by the exclusion ratio does
               not exceed the investment in the contract as of the Annuity
               Commencement Date, then the remaining portion of unrecovered
               investment shall be allowed as a deduction for the last taxable
               year of the Annuitant.
    
   
               iii. Certain distributions, such as surrenders made after the
               Annuity Commencement Date, are not treated as annuity payments,
               and shall be included in gross income.
    
   
          c.   AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.

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

               i.   If any amount is received or deemed received on the Contract
               (before or after the Annuity Commencement Date), the Code applies
               a penalty tax equal to ten percent of the portion of the amount
               includable in gross income, unless an exception applies.
    
   
               ii.  The penalty will not apply to the following distributions
               (exceptions vary based upon the precise plan involved):
    

<PAGE>

                                      -31-


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

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

                    3.   Distributions attributable to a recipient's becoming
                    disabled.
    
   
                    4.   A distribution that is part of a scheduled series of
                    substantially equal periodic payments for the life (or life
                    expectancy) of the recipient (or the joint lives or life
                    expectancies of the recipient and the recipient's
                    Beneficiary).
    
   
                    5.   Distributions of amounts which are allocable to
                    "investments in the contract" made prior to August 14, 1982.
    
   
          e.   SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-
          FREE EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED
          PRIOR TO AUGUST 14, 1982.
    
   
          If the Contract was obtained by a tax-free exchange of a life
          insurance or annuity Contract purchased prior to August 14, 1982, then
          any amount surrendered prior to the Annuity Commencement Date which
          does not exceed the portion of the "investment in the contract"
          (generally premiums paid into the prior Contract, less amounts deemed
          received) prior to August 14, 1982, shall not be included in gross
          income.  In all other respects, the general provisions apply to
          distributions from such Contracts.
    
   
          f.   REQUIRED DISTRIBUTIONS IN THE EVENT OF CONTRACT OWNER'S DEATH.
    
   
               i.   If any Contract Owner dies before the Annuity Commencement
               Date, the entire interest must be distributed within five years
               of the date of death; however, a portion or all of such interest
               may be payable to a designated Beneficiary over the life of such
               Beneficiary or for a period not extending beyond the life
               expectancy of such Beneficiary with payments starting within one
               year of the date of death.
    
   
               ii.  If any Contract Owner or Annuitant dies on or after the
               Annuity Commencement Date and before the entire interest in the
               Contract has been distributed, any remaining portion of such
               interest must be distributed at least as rapidly as under the
               method of distribution in effect at the time of death.
    
   
               iii. If a spouse is designated as a Beneficiary at the time of
               the Contract Owner's death and there is a surviving Annuitant or
               Contingent Annuitant, then such spouse will be treated as the
               Contract Owner under subparagraph i. and ii. above.
    

<PAGE>

                                      -32-


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

   
     D.   TAX QUALIFIED PURCHASERS
    
     THE TAX REFORM ACT OF 1986 HAS MADE SUBSTANTIAL CHANGES TO QUALIFIED PLANS.
     SOME OF THESE CHANGES BECAME EFFECTIVE IN 1987 WHILE OTHERS BECAME
     EFFECTIVE IN 1988.  YOU SHOULD CONSULT YOUR TAX ADVISER TO FULLY ADDRESS
     ALL CHANGES OCCURRING AS A RESULT OF THE TAX REFORM ACT AND THEIR EFFECT ON
     QUALIFIED PLANS.

          1.   CONTRIBUTIONS

               a.   PENSION AND PROFIT SHARING PLANS

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

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

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

<PAGE>

                                      -33-


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

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

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

               d.   INDIVIDUAL RETIREMENT ANNUITIES ("IRA'S")

   
               Individuals may contribute and deduct the lesser of $2,000 or 100
               percent of their compensation to an IRA.  In the case of a
               spousal IRA, the maximum deduction is the lesser of $2,500 or 100
               percent of compensation.  The deduction for contributions is
               phased out between $40,000 and $50,000 of adjusted gross income
               for a married individual (and between $25,000 and $30,000 for
               single individuals) if either the individual or his or her spouse
               is an active participant in any Section 401(a),  403(a), 403(b),
               or 408(k) plan regardless of whether the individual's interest is
               vested.  The extent deductible contributions are not allowed,
               individuals may make designated non-deductible contributions to
               an IRA.
    

          2.   DISTRIBUTIONS

          Annuity payments made under the Contracts are taxable under Section 72
          of the Code as ordinary income, in the year of receipt, to the extent
          that they exceed the "excludable amount".  The investment in the
          Contract is normally the aggregate amount of the contributions made by
          or on behalf of an employee which were included as a part of his
          taxable income.  The employee's investment in the Contract is divided
          by the expected number of payments to be made under the Contract.  The

<PAGE>

                                      -34-


          amount so computed constitutes the "excludable amount", which is the
          amount of each annuity payment considered a return of investment in
          each year and, therefore, not taxable.  Once the employee's investment
          in the Contract is recouped, the full amount of each payment will be
          fully taxable.  If the employee dies prior to recouping his or her
          investment in the Contract, a deduction is allowed for the last
          taxable year.  The rules for determining the excludable amount are
          contained in Section 72 of the Code.

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

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

<PAGE>

                                      -35-


   
     E.   FEDERAL INCOME TAX WITHHOLDING
    

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

          1.   ELIGIBLE ROLLOVER DISTRIBUTION

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

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

               -    the non-taxable portion of the distribution;
               -    distributions which are part of a series of equal (or
                    substantially equal) payments made at least annually for
                    your lifetime (or your life expectancy), or your lifetime
                    and your Beneficiary's lifetime (or life expectancies), or
                    for a period of ten years or more;.
               -    required minimum distributions made pursuant to section
                    401(a)(9) of the IRC.

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

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

<PAGE>

                                      -36-


          2.   NON-ELIGIBLE ROLLOVER DISTRIBUTIONS

               a.   NON-PERIODIC DISTRIBUTIONS

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

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

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

               c.   Any distribution from plans described in Section 457 of the
               IRC is subject to the regular wage withholding rules.

<PAGE>

                                      -37-


   
                                   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

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
    

<PAGE>

                                      -38-


   
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.
    
   
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
    

<PAGE>

                                      -39-

   
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.
    
   
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
    

<PAGE>

                                      -40-


   
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>

                                      -41-

   
                         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>

                                      -42-


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.
    
   
     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.
    

<PAGE>

                                      -43-


   
     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.
    

  2.    SEGMENT INFORMATION

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

<PAGE>

                                      -44-


   
     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 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.
    


<PAGE>

                                      -45-


   
     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.
    
   
     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>

                                      -46-


   
     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.
    

<PAGE>

                                      -47-


                        EXECUTIVE OFFICERS AND DIRECTORS

   
                                           OTHER BUSINESS PROFESSION,
                                           VOCATION OR EMPLOYMENT
HLIC,                                      FOR POSITION WITH PAST 5
NAME, AGE           YEAR OF ELECTION       YEARS; OTHER DIRECTORSHIPS
- ---------           ----------------       --------------------------

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),
61                                         International 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.

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


<PAGE>

                                      -48-


   
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
63                   Executive Officer,       Officer of the Hartford Insurance
                     1988                     Group (1988-Present).

Bruce D. Gardner     General Counsel, 1991    General Counsel Corporate
44                   and Corporate Secretary  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
47                   and Chief Investment     Chief Investment Officer,
                     Officer, 1993            (1993-Present), 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
49                   & Treasurer              (1988-Present), Hartford Insurance
                                              Group.

John P. Ginnetti     Executive Vice           Executive Vice President, 1994;
48                   President and Director   Senior Vice President, (1988-
                     Asset Management         1994); General Counsel and
                     Services, 1994           Corporate Secretary of
                                              Hartford Life Insurance
                                              Company (1982-1988).

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
40                   and Actuary, 1992        of Hartford Life Insurance Company
                                              (1992-Present).

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


<PAGE>

                                      -49-


   
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 (1992-Present);
36                                            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-Present),
Jr., 44              Director of Taxes 1992   Hartford Insurance Company.

Thomas M. Marra      Senior Vice President    Senior Vice President, 1994; Vice
36                   and Actuary, 1994        President (1989-1994); Director of
                     Director, ILAD           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 Insurance
42                                            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).
    


<PAGE>

                                      -50-


   
Joseph J. Noto        Vice President, 1989      Vice President (1989-Present),
42                                              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, Jr. Senior Vice President,    Senior Vice President
49                    1994                      (1994-Present); Vice President
                                                (1982-1994); Actuary
                                                (1976-1982), Hartford Life
                                                Insurance Company.

Michael C. O'Halloran Vice President & Senior   Vice President & Senior
46                    Associate General         Associate General Counsel and
                      Counsel, 1988             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 Operating
55                    Operating Officer, 1989   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.
    


<PAGE>

                                      -51-


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

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

Donald J. Znamierowski, Vice President and      Vice President and Director of
60                      Director of Strategic   Strategic Operations, 1994; Vice
                        Operations, 1994        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.
    




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

<PAGE>

                                      -52-


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 tables provide information on executive compensation
paid to the Chief Operating Officer and the five most highly compensated
executive officers of HLIC whose allocated compensation exceeded $100,000 in
1994.  Directors of HLIC receive no compensation in addition to their
compensation as employees of HLIC.
    



                              [SEE INSERT ATTACHED]



                                LEGAL PROCEEDINGS

HLIC 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 HLIC.

                                     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>

                                     -53-
   
<TABLE>
<CAPTION>
                                                  -----------------------------  --------------------------------------------------
S-1 Filing                                              Annual Compensation                      Long Term Compensation
                                                  -----------------------------  --------------------------------------------------
<S>                       <C>                  <C>          <C>        <C>       <C>               <C>       <C>         <C>
                                                                                 Restricted Stock  Options/   LTIP       All Other
      Name                      Title          Salary($)    Bonus($)   Other($)     Awards($)      SARs(#)  Payouts($) Compensation
      ----                      -----          ---------    --------   --------  --------------    -------- ----------- ------------
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>

                                      -54-
   
<TABLE>
<CAPTION>
                                   -------------------------------------------------------------------------------------------------
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
Kanarek, 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>

                                      -55-

   

               Aggregated Option/SAR Exercises in Last Fiscal Year
                          and FY-End Option/SAR Values
    
   
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
                                                                                  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
Kanarek, J.                 0               0                 0                      0
Marra, T.M.                 0               0                 0                      0
Smith, L.A.                 0               0                 0                      0
</TABLE>
    
<PAGE>

                                      -56-


                                   APPENDIX A


                 MODIFIED GUARANTEED ANNUITY FOR QUALIFIED PLANS

The Compound Rate Contract Annuity for Qualified Plans is a group deferred
annuity Contract under which one or more purchase payments may be made.  Plans
eligible to purchase the Contract are pension and profit-sharing plans qualified
under Section 401(a) of the Internal Revenue Code, Keogh Plans and eligible
state deferred compensation plans under Section 457 of the Code ("Qualified
Plans").

To apply for a Group Annuity Contract, the trustee or other applicant need only
complete an application for the Group Annuity Contract and make its initial
purchase payment.  A Group Annuity Contract will then be issued to the applicant
and subsequent Purchase Payments may be made subject to the same $5,000 minimum
applicable to non-qualified purchasers of Certificates.  While no Certificates
are issued, each purchase payment and the Account established thereby, are
confirmed to the Contract Owner.  The initial and subsequent purchase payments
operate to establish Accounts under the Group Annuity Contract in the same
manner as non-qualified purchases.  Each Account will have its own Initial and
Subsequent Guarantee Periods and Guaranteed Rates.  Surrenders under the Group
Annuity Contract may be made at the election of the Contract Owner, from one or
more of the Accounts established under the Contract.  Account surrenders are
subject to the same limitations, adjustments and charges as surrenders made
under a certificate (see "Surrenders", p. _____).  Net Surrender Values may be
taken in cash or applied to purchase annuities for the Contract Owners'
Qualified Plan Participants.

Because there are no individual participant accounts, the Qualified Group
Annuity Contract issued in connection with a Qualified Plan does not provide for
death benefits.  Annuities purchased for Qualified Plan Participants may provide
for a payment upon the death of the Annuitant depending on the option chosen
(see "Annuity Options", p. _____).  Additionally, since there are no Annuitants
prior to the actual purchase of an Annuity by the Contract Owner, the provisions
regarding the Annuity Commencement Date are not applicable.

<PAGE>

                                      -57-


                                   APPENDIX B

         SPECIAL PROVISIONS FOR INDIVIDUAL CONTRACTS ISSUED IN THE STATE
      OF MISSOURI, NEW YORK, OREGON, SOUTH CAROLINA, VIRGINIA AND WISCONSIN

The following provision, among others, applies only to individual Contracts
issued in the State of California, Missouri, New York, Oregon, South Carolina,
Texas, Virginia and Wisconsin:

     (1)  The Contract Owner has the right to request, in writing, a surrender
          of the Contract within ten (10) days after it was purchased.  In such
          event, in California, Missouri, New York, Oregon, Texas,  Virginia and
          Wisconsin, HLIC will pay the Contract Owner an amount equal to the sum
          of (a) the Account Value on the date the written request for surrender
          was received multiplied by the Market Value Adjustment formula and (b)
          any charges deducted from the Purchase Payment.  In South Carolina,
          the Contract will be cancelled and any premium paid will be refunded
          in full.

<PAGE>


                                      -58-


                                   APPENDIX C

                             MARKET VALUE ADJUSTMENT

The formula which will be used to determine the Market Value Adjustment is:

   
                                              (N/12)
                         [( 1 + I )/( 1 + J )]
    

I =  The Guarantee Rate in effect for the Current Guarantee Period
     (expressed as a decimal, e.g., 1% = .01)

   
J =  The Current Rate (expressed as a decimal, e.g., 1% = .01) in effect for
     durations equal to the number of years remaining in the current Guarantee
     Period (years are rounded to the next highest number of years).
    

N =  The number of complete months from the surrender date to the end of the
     current Guarantee Period.

EXAMPLE OF MARKET VALUE ADJUSTMENT

Beginning Account Value:           $50,000
Guarantee Period:                  5 Years
Guarantee Rate:                    5.50% per annum
Full Surrender:                    Middle of Contract Year 3

EXAMPLE 1:

Gross Surrender Value at middle of
                                                  (2.5)
  Contract Year 3                  = 50,000 (1.055)    = 57,161.18

Net Surrender Value at middle of
 Contract Year 3                   = [57,161.18 - (0.05) x 57,161.18]
                                     x Market Value Adjustment
                                   = $54,303.12 x Market Value Adjustment
Market Value Adjustment

I =    0.055
J =    0.061
N =    30

   
                                                      (N/12)
Market Value Adjustment            = [(1 + I)/(1 + J)]
                                                  (30/12)
                                   = (1.055/1.061)
                                   = 0.985922
    

<PAGE>

                                      -59-



Net Surrender Value at middle of   = $54,303.12 x 0.985922
  Contract Year 3
                                   = $53,538.64


EXAMPLE OF MARKET VALUE ADJUSTMENT

Beginning Account Value:           $50,000
Guarantee Period:                  5 Years
Guarantee Rate:                    5.50% per annum
Full Surrender:                    Middle of Contract Year 3

EXAMPLE 2:

Gross Surrender Value at middle of
                                                   (2.5)
  Contract Year 3                  = 50,000 (1.055)     = 57,161.18

Net Surrender Value at middle of
  Contract Year 3                  = [57,161.18 - (0.05) x 57,161.18]
                                     x Market Value Adjustment
                                   = $54,303.12 x Market Value Adjustment

Market Value Adjustment

I =  0.055
J =  0.050
N = 30

                                                      (N/12)
Market Value Adjustment            = [(1 + I)/(1 + J)]
                                                 (30/12)
                                   = (1.055/1.05)
                                   = 1.011947

Net Surrender Value at middle of
  Contract Year 3                  = $54,303.12 x 1.011947
                                   = $54,951.88

This example does not include any applicable taxes.



<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Hartford Life Insurance Company and Subsidiaries:

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

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

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

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

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



                                        ARTHUR ANDERSEN  LLP





Hartford, Connecticut
January 30, 1995

                                       F-2

<PAGE>

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

<TABLE>
<CAPTION>

                                                 FOR THE YEARS ENDED DECEMBER 31,

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

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

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

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

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

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


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

                                       F-3

<PAGE>

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

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

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

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

      LIABILITIES AND STOCKHOLDER'S EQUITY

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

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

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

                                       F-4

<PAGE>

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

<TABLE>
<CAPTION>

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

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


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

                                       F-5

<PAGE>

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


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

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

                                       F-6

<PAGE>

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

1.   SIGNIFICANT ACCOUNTING POLICIES

     (A)  BASIS OF PRESENTATION:

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

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

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

     (B)  CHANGES IN ACCOUNTING PRINCIPLES:

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

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

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

     (C)  REVENUE RECOGNITION:

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

                                       F-7

<PAGE>

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

     (D)  FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS:

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

     (E)  POLICYHOLDER REALIZED GAINS AND LOSSES:

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

     (F)  DEFERRED POLICY ACQUISITION COSTS:

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

     (G)  INVESTMENTS:

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

     (H)  DERIVATIVE FINANCIAL INSTRUMENTS

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

                                       F-8

<PAGE>

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

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

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

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

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

     (I)  RELATED PARTY TRANSACTIONS:

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

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

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

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

                                       F-9

<PAGE>

2.   INVESTMENTS

     (A)  COMPONENTS OF NET INVESTMENT INCOME:



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

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

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

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

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

     (D)  COMPONENTS OF NET REALIZED GAINS:

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

                                      F-10

<PAGE>

     (E)  DERIVATIVE INVESTMENTS:

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


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

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

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

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

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

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

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

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

Other Bonds and Notes                               670              0             72             74            524

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

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

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

                                      F-11

<PAGE>

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

<TABLE>
<CAPTION>

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

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

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

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

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

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

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

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

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

                                       F-12

<PAGE>

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


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

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

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

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

<TABLE>
<CAPTION>

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

                                      F-13

<PAGE>
<TABLE>
<CAPTION>

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

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

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

<TABLE>
<CAPTION>

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

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

                                      F-14

<PAGE>

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

          BALANCE SHEET ITEMS:

<TABLE>
<CAPTION>

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

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

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

3.   INCOME TAX

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

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

                                      F-15

<PAGE>

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

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

     Deferred  tax assets include the following:

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

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

4.   REINSURANCE

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

     Life insurance net retained premiums were comprised of the following:

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

                                      F-16

<PAGE>

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

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

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

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

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

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

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

5.   PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

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

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

                                      F-17

<PAGE>

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

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

6.   BUSINESS SEGMENT INFORMATION

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

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

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

<TABLE>
<CAPTION>

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

7.   STATUTORY NET INCOME AND SURPLUS

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

     Statutory net income and surplus as of December 31 were:

                                      F-18

<PAGE>

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

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

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

8.   SEPARATE ACCOUNTS:

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

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

9.   COMMITMENTS AND CONTINGENCIES

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

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

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

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

                                      F-19

<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
    --------   ------------                  -----------------
       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(a)    Group Annuity Contract        Filed with this Registration
                                             Statement

<PAGE>

                                       -2-

   
       4(b)    Group Annuity Certificate     Filed with this
               Individual Certificate        Registration Statement
    

       4(c)    Individual Annuity Contract   Filed with this Registration
                                             Statement

       5       Opinion re:  legality         Filed with this Registration
                                             Statement

      23       Consents of experts and       Filed with this
               counsel                       Registration Statement

   
               Financial Statement           Filed with this Registration
               Schedules                     Statement
    

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-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.

<PAGE>

                                       -3-

          (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.

     (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 expenses incurred or paid by a director,
     officer or controlling person of the registrant in the successful defense
     of any action, suit or proceeding) is asserted by such director, officer or
     controlling person in connection with the securities being registered, the
     registrant will, unless in the opinion of its counsel the matter has been
     settled by controlling precedent, submit to a court of appropriate
     jurisdiction the question whether such indemnification by it is against
     public policy as expressed in the Act and will be governed by the final
     adjudication of such issue.

<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 5th day of April, 1995.

                                             HARTFORD LIFE INSURANCE COMPANY

                                             By /s/ Rodney J. Vessels
                                                -------------------------------
                                                   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 *

Bruce D. Gardner, General Counsel
  Corporate Secretary, Director *

Joseph H. Gareau, Executive Vice
  President and Chief Investment
  Officer, Director *

John P. Ginnetti, Senior Vice
 President, Director *

Thomas M. Marra, Senior Vice                 *By: /s/ Rodney J. Vessels
   President, Director *                         ------------------------------
                                                    Rodney J. Vessels
Leonard E. Odell, Jr., Senior                       Attorney-in-Fact
  Vice President, Director *

                                             Dated:        4/5/95
Lowndes A. Smith, President,                        ---------------------------
  Chief Operating Officer,
  Director *

Raymond P. Welnicki, Senior Vice
  President, Director *

Lizabeth H. Zlatkus, Vice President
  Director *

Donald J. Znamierowski, Vice President
  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
- --------------

I LAD        $      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
- --------------




I LAD        $      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
- -------------

I LAD        $        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)
    

   
<TABLE>
<CAPTION>

                                                                                                                   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>

                                    SPECIMEN

                         PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the 16th day of May, 1994, 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:


                                       I.

                                 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.

<PAGE>

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

     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

<PAGE>

          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.

                                      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.

                                       V.

                                  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

<PAGE>

     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.

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.

Attest:



                                        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



                                                 By /s/ Robert
                                                 -------------------------------


Attest:

/s/ William A. McMahon
- ---------------------------------------

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

          Section 5.  The Finance Committee may fix times and places for regular
meetings.  No notice of regular meetings shall be necessary.  Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.
<PAGE>
                                      - 6 -


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


                                   ARTICLE VII


                                      Funds


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

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

<PAGE>
                                      - 7 -


                                  ARTICLE VIII


                       Indemnity of Directors and Officers


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


                                   ARTICLE IX


                               Amendment of ByLaws


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

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

<PAGE>

GROUP ANNUITY CONTRACT
HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999
(A STOCK INSURANCE COMPANY)


AGREES WITH THE CONTRACT OWNER TO
PROVIDE BENEFITS AS PROVIDED HEREIN.


SIGNED FOR THE COMPANY


/S/ B. GARDNER

B. GARDNER, SECRETARY



/S/ LON A. SMITH

LON A. SMITH, PRESIDENT








NONPARTICIPATING


GROUP ANNUITY CONTRACT

FORM HL-12506
Printed in U.S.A.

<PAGE>

                                TABLE OF CONTENTS

                                                                            PAGE

Contract Specifications                                                       3

Definitions                                                                   4

Purchase Payment                                                              5

Control Provisions                                                            5

General Provisions                                                            6

Crediting of Interest and Guarantee Periods                                   6

Annual Maintenance Fee                                                        7

Premium Taxes                                                                 7

Termination Provisions                                                        7

Purchase of Annuity Benefits                                                  9


                                      - 2 -
FORM HL-12506
Printed in U.S.A.

<PAGE>

DEFINITIONS

The definitions in this section apply to the following words and phrases
whenever and wherever they appear in this contract.

ACCOUNT -- An account established for each Purchase Payment for purposes of
crediting interest, annual maintenance fees, Guarantee Periods and Surrenders.

ACCOUNT VALUE -- The sum of the Purchase Payment and all interest earned to
that date; less the sum of the Gross Surrender Value of any surrenders made
to that date; and less the sum of the annual maintenance fees deducted to
that date.

ACCOUNT YEARS -- Account Years are measured from the applicable Payment Date.

ANNUITANT -- Any Participant for whom the Contract Owner has purchased an
annuity under this contract.

ANNUITY COMMENCEMENT DATE -- The date payment of an annuity is to begin under
this contract. The determination of such date shall be made by the Contract
Owner in accordance with the terms of the plan, but will always be the tenth
day of a calendar month.

BENEFICIARY -- The person named within the Plan documents/enrollment forms by
each Participant entitled to receive benefits as per the terms of the
contract in case of the death of the Participant.

COMPANY -- The Hartford Life Insurance Company.

CONTRACT OWNER -- The person or entity specified on page 3.

CURRENT RATE -- The applicable interest rate contained in a schedule of rates
established by the Company from time to time for various durations.

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

GROSS SURRENDER VALUE -- The portion of the Account Value specified by the
Contract Owner for a full or partial surrender.

GUARANTEE PERIOD -- The period for which either an Initial or Subsequent
Guarantee Rate will be credited with respect to each Account.

INITIAL GUARANTEE PERIOD -- The Guarantee Period chosen by the Contract Owner
on the Payment Date.

INITIAL GUARANTEE RATE -- The rate of interest credited to a Purchase Payment
as described in the Crediting of Interest and Guarantee Periods section. This
rate of interest is specified in each Payment Confirmation.

IN WRITING -- A written form satisfactory to the Company and received at their
Home Office in Hartford, Connecticut. All correspondence should be sent to
P.O. Box 2999, Hartford, Connecticut 06104-2999.

NET SURRENDER VALUE -- The amount payable to the Contract Owner on full
surrender or partial surrender from an Account after the application of any
contract charges and/or Market Value Adjustment. It is described in the
Termination Provisions.


                                      - 4 -
<PAGE>

DEFINITIONS (CONTINUED)

PARTICIPANT -- The person(s) covered by the Plan.

PAYMENT CONFIRMATION -- The confirmation issued by the Company to the Contract
Owner which evidences that a Purchase Payment has been made under this
contract and which indicates the applicable Payment Date, Initial Guarantee
Rate and Guarantee Period.

PAYMENT DATE -- The effective date of each Account under this contract and is
the date shown on each Payment Confirmation.

PLAN -- The pension or profit sharing plan maintained by the contract owner
which is qualified under Section 401 (a) of the Internal Revenue Code, Keogh
Plans and eligible state deferred compensation plans under Section 457 of the
Code.

SUBSEQUENT GUARANTEE RATE -- The rate of interest established by the Company
for the applicable subsequent Guarantee Period, but in no event less than 3%.

SURRENDER DATE -- The date the Company receives the Contract Owner's written
request for a surrender or the date requested for surrender by the Contract
Owner, if later.

PURCHASE PAYMENT

No Purchase Payment will be accepted by the Company unless it equals or
exceeds the Minimum Purchase Payment Amount specified on page 3 and is
accompanied by a properly completed purchase order request. The amount of the
Purchase Payment will be reflected in the Payment Confirmation issued upon
receipt of the payment. The Company reserves the right to limit the amount of
the Purchase Payment which will be accepted. The Company also reserves the
right to cease accepting Purchase Payments altogether after 30 days notice to
the Contract Owner.

ALLOCATION OF PURCHASE PAYMENTS

Each Purchase Payment (less applicable premium taxes, if any) will be
allocated to an Account. The Account Value will be determined in accordance
with the terms of this contract.

CONTROL PROVISIONS

CONTRACT OWNER

The designation of Contract Owner will remain in effect until changed by the
Contract Owner. Changes in the designation of the Contract Owner may be made
by written notice to the Company.

The Contract Owner has the sole 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 amendments to the contract. The rights
of the Contract Owner shall be subject to the rights of any assignee of
record with the Company.


                                      - 5 -
<PAGE>

CONTROL PROVISIONS (CONTINUED)

BENEFICIARY

The beneficiary is designated by the Plan to receive the death benefit in the
event of the Participant's death. If a Participant has not designated a
Beneficiary or if the Beneficiary is no longer living, the Contract Owner is
the designated Beneficiary. The Contract Owner is solely responsible for
maintaining records identifying Beneficiaries designated by each Participant.

GENERAL PROVISIONS

ENTIRE CONTRACT

This contract constitutes the entire contract.

MODIFICATION OF THE CONTRACT

This contract may be modified at any time by written agreement between the
Contract Owner and the Company.  The modification must be signed by the
President, a Vice President, Secretary or an Assistant Secretary of 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 the contract to, or give the Contract Owner the benefit of, any
Federal or State statutes.  No modification of this contract will affect the
method by which any then existing Account Value will be determined.

NON-PARTICIPATING

This contract is non-participating.  It does not earn dividends.

TRANSFERS BETWEEN GUARANTEE PERIODS

Once each Account Year, the Contract Owner may elect, in writing, to transfer
out of the current Guarantee Period and into a Guarantee Period of different
duration.  At that time, a new Guarantee Period will be established for the
duration chosen by the Contract Owner, and the Account Value at the beginning
of the new Guarantee Period will equal the Account Value for the current
Guarantee Period multiplied by the Market Value Adjustment for the current
Guarantee Period.  The Company reserves the right to charge for any such
transfer by reducing the Account Value at the beginning of the new Guarantee
Period by an amount not to exceed $50.00.

Surrender charges will continue to be based on the appropriate Account Year as
determined from the original, applicable purchase payment date.

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 that portion of the amounts
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.

If the age of the Participant has been misstated, the amount of any death
benefit shall be determined based upon the correct age of the Participant.

CREDITING OF INTEREST AND GUARANTEE PERIODS

Each Purchase Payment (less the Gross Surrender Value of all surrenders made
and less applicable Premium Taxes, if any) will earn interest at the Initial
Guarantee Rate, compounded annually, each Account Year during the initial
Guarantee Period.


                                      - 6 -
<PAGE>

Within 30 days prior to the end of any Guarantee Period, the Company will
notify the Contract Owner of the expiry of the current Guarantee Period, and
that a subsequent Guarantee Period of the same duration will commence, unless
the Contract Owner has:

    a)  requested, In Writing, a full surrender within 30 days prior to
        the end of the current Guarantee Period; or

    b)  elected, In Writing, a Guarantee Period of a different duration
        from among those offered by the Company at any time within 45
        days prior to the end of the current Guarantee Rate is determined.

The Account Value at the beginning of any subsequent Guarantee Period will be
equal to the Account Value at the end of the Guarantee Period just ending.
The Account Value will earn interest at the subsequent Guarantee Rate,
compounded annually, in the subsequent Guarantee Period.  This rate will be at
least equal to the Initial Guarantee Rates being credited to Purchase Payments
for new contracts at the time the subsequent Guarantee Rate is determined.

ANNUAL MAINTENANCE FEE

With respect to each Account, at the end of each Account Year and in the event
of a full surrender of an Account prior to the end of an Account Year, a fee
will be deducted from each Account. The annual maintenance fee for each
Account Year is shown on page 3.

PREMIUM TAXES

A deduction is also made for premium taxes, if applicable.  The tax will be
deducted, as provided under applicable law, from the Purchase Payment when
received, or from the Gross Surrender Value upon surrender, or from the amount
applied to effect an annuity at the time the annuity is purchased.

TERMINATION PROVISIONS

GENERAL SURRENDERS

Full surrenders may be made from an Account at any time.  Partial surrenders
may only be made if:

       a)  the Gross Surrender Value is at least $1,000; and

       b)  the remaining Account Value after the Gross Surrender Value has
           been deducted is at least $5,000.

In the case of all surrenders the Account Value will be reduced by the Gross
Surrender Value on the Surrender Date and the Net Surrender Value will be
payable to the Contract Owner.  Except as provided for in the Special
Surrenders Section, the Net Surrender Value is calculated by the Company on a
daily basis as follows:

                    (A - B) x C, where:

   A = the Gross Surrender Value reduced by any applicable annual
       maintenance fee;

   B = the surrender charge shown on page 3, plus any unpaid
       premium taxes;

   C = the Market Value Adjustment described below.


                                      - 7 -
<PAGE>

TERMINATION PROVISIONS (CONTINUED)

MARKET VALUE ADJUSTMENT

The formula which will be used to determine the Market Value Adjustment is
calculated by the Company on a daily basis as follows:

                --         --
                :    1 + I   :    N/12
                :  --------  :
                :    1 + J   :
                --          --


I =  Guaranteed Rate in effect for the current Guarantee Period
     (expressed as a decimal, e.g. - 1% = .01).

J =  The Current Rate (expressed as a decimal, e.g. - 1% = .01) in
     effect for durations equal to the number of years remaining in
     the current Guarantee Period (years are rounded to the next
     highest number of years).  If not available, the Company will
     utilize a rate equal to the most recent Moody's Corporate Bond
     Yield Average -- Monthly Average Corporates (for the applicable
     duration) as published by Moody's Investors Service, Inc.

N =  The number of complete months from the Surrender Date to the end
     of the current Guarantee Period.


SPECIAL SURRENDERS

A full or partial surrender made at the end of a Guarantee Period may be
subject to a surrender charge as set forth on page 3.  A Market Value
Adjustment will not be applied.  A request for a surrender at the end of a
Guarantee Period must be received In Writing at least 30 days prior to the
end of such Guarantee Period.

In addition, if the Contract Owner notifies the Company In Writing, the
Company will send the Contract Owner any interest credited during the twelve
month period prior to the written request.  No Surrender Charge or Market
Value Adjustment will be imposed on such interest payments.

PAYMENT UPON SURRENDER -- DEFERRAL OF PAYMENT

The Company may defer payment of any partial or total surrender for the period
permitted by law. In no event will this deferral of payment exceed 6 months
from date of receipt of the election to partially or totally surrender. If
the Company defers payment for more than 30 days, interest of at least 4 1/2%
per annum on the amount deferred will be paid.  The Company will not, however,
defer payment for more than 30 days for any surrender effective at the end of
any Guarantee Period or for any surrender applied to purchase an annuity.

DEATH BENEFIT

In order to maintain the death benefit as described, the Company requires that
detailed accounting of cumulative purchase payments, cumulative gross
surrenders and current Account Value attached to each Plan Participant be
submitted to the Company on an annual basis by the Contract Owner.  Failure to
submit accurate data satisfactory to the Company will give the Company the
right to terminate this extension of benefits.


                                      - 8 -
<PAGE>


TERMINATION PROVISIONS (CONTINUED)

If the Participant dies before the Annuity Commencement Date established by
the Plan, a death benefit will be payable to the designated beneficiary or
Contract Owner as determined by the Plan. The death benefit equals the
proportional Account Value allocated to the Participant as of the date the
Company receives written notification of Due Proof of Death. Notification
should be accompanied by a detailed accounting of cumulation purchase
payments, cumulation gross surrenders and current Account Values updated for
the Participant from the date of the last annual report to the date of death.

The death benefit will be due and payable within a reasonable period of time
(not to exceed 6 months) after the date the Company receives Due Proof of
Death. The death benefit may be taken in one sum or under any of the
settlement options then being offered by the Company. If accounting
requirements are not provided to the satisfaction of the Company, the
Contract Owner may elect partial surrender of the Account Value, with charges
as applicable, to provide settlement.

PURCHASE OF ANNUITY BENEFITS

ANNUITY BENEFIT

In order to maintain the Annuitization benefit as described, the Company
requires that detailed accounting of cumulative purchase payments, cumulative
gross surrenders and current Account Value attached to each Participant be
submitted on an annual basis by the Contract Owner. Failure to submit
accurate data satisfactory to the Company will give the Company the right to
terminate this extension of benefits.

On the Annuity Commencement Date established by the Plan for each
Participant, the Company will, as directed by the Contract Owner, apply the
proportional Account Value allocated to the Participant multiplied by the
Market Value Adjustment, if any, less applicable premium taxes, if any, to
purchase the monthly income payments according to the Annuity Option elected.
Any annuity benefits payable hereunder are nonassignable.

An annuity election should be accompanied by a detailed accounting of
cumulative purchase payments, cumulative gross surrenders and current Account
Value updated for the Participant from the date of the last semi-annual
report to the date of request for annuity.

If accounting requirements are not provided to the satisfaction of the
Company, the Contract Owner may elect partial surrender of Account Values,
with charges as applicable, to purchase an annuity.

ELECTION

Election of any of these options or any of the settlement options then being
offered by the Company must be made In Writing to the office of the Company
in Hartford, Connecticut at least 30 days prior to the date such election is
to become effective. The amount and form of such annuity shall be determined
by the Contract Owner in accordance with the terms of the Plan. The following
information must be provided with any such request:


    a)  the Participants name, address, date of birth, social security
        number; and

    b)  the amount which is to be distributed to the Participant in the form
        of an annuity; and


                                  -9-
<PAGE>

PURCHASE OF ANNUITY BENEFITS (CONTINUED)

    c)  the form of annuity which is to be purchased for the Participant as
        determined in accordance with the provisions of the Annuity Options
        and the date annuity payments are to commence; and

    d)  if the form of annuity applicable to the Participant provides a death
        benefit in the event of his death, the name, relationship and address
        of the Beneficiary most recently designated by the Participant in
        accordance with the provisions of the Plan; and

    e)  if the form of annuity applicable to the Participant is the Fourth
        Option, Joint and Last Survivor Life Annuity, the name, address and
        date of birth of the designated secondary payee together with the
        percentage (from those percentages then being made available by the
        Company) of the annuity payments which are to be continued and paid
        to the surviving payee; and

    f)  any other data that may reasonably be required by the Company.


DATE OF PAYMENT

The first payment under any option shall be made on the tenth day of the
month following the Annuity Commencement Date. Subsequent payments shall be
made on the tenth day of each month in accordance with the manner of payment
selected.

DEATH OF ANNUITANT

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 payments, or any then remaining balance of proceeds under
the Fifth Option, will be paid in one sum to the Beneficiary unless other
provisions have been requested and approved by the Company. Calculations of
such present value of the guaranteed payments remaining will be based on the
interest rate that is used by the Company to determine the amount of each
certain payment.

TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

An annuity effected under this Contract may not be surrendered after the
commencement of annuity payments.

ANNUITY OPTIONS

FIRST OPTION -- Life Annuity -- An annuity payable monthly during the lifetime
of 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 Annuitant 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 -- Cash Refund 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 provided that, at the death of the Annuitant, the
Beneficiary will receive an additional payment equal to the excess, if any,
of (a) over (b) where (a) is the Account Value applied on the Annuity
Commencement Date under this option and (b) is the dollar amount of annuity
payments already paid.


                                 - 10 -

<PAGE>


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

*FIFTH OPTION -- Payments for a Designated Period -- An amount payable monthly
for the number of years selected which may be from 5 to 30 years.

* If this contract is issued to qualify under Section 401, 403, or 408 of the
Internal Revenue Code of 1954 as amended, these options shall be available
only if the guaranteed payment period is less than the life expectancy of the
Annuitant at the time the option becomes effective. Such life expectancy will
be computed under the mortality table then in use by the Company.

ANNUITY TABLES

The attached tables show the dollar amount of the monthly payments for each
$1,000 applied under the 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 age of both payees at the time first
payment is due.

DESCRIPTION OF TABLES

The tables for the First, Second, Third and Fourth Options are based on the
1983a Individual Annuity Mortality Table with ages set back one year and a
net investment rate of 4% per annum. The table for the Fifth Option is based
on a net investment rate of 4% per annum.

MINIMUM PAYMENT

The option elected must result in a payment of an amount at least equal to
the minimum payment amount according to Company rules then in effect. If at
any time payments are less than the minimum payment amount, the Company has
the right to change the frequency to an interval resulting in a payment at
least equal to the minimum. If any amount due is less than the minimum per
year, the Company may make other arrangements that are equitable to the
Annuitant.


                                  - 11 -
<PAGE>

                         AMOUNT OF FIRST MONTHLY PAYMENT
                             FOR EACH $1,000 APPLIED



FIRST, SECOND AND THIRD OPTIONS--SINGLE LIFE ANNUITIES WITH:

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
       Payee's                                                                     Cash
         Age                       Monthly Payments Guaranteed                    Refund
- ------------------------------------------------------------------------------------------
                       None            120            180            240
                       ----           -----          -----          -----
       <S>             <C>            <C>            <C>            <C>           <C>
         35            $3.94          $3.94          $3.93          $3.92          $3.91
         40             4.11           4.10           4.09           4.07           4.07
         45             4.33           4.31           4.29           4.25           4.25
         50             4.61           4.58           4.54           4.48           4.50
         51             4.68           4.64           4.59           4.53           4.54
         52             4.75           4.70           4.65           4.58           4.60
         53             4.82           4.77           4.71           4.63           4.66
         54             4.89           4.84           4.78           4.69           4.73
         55             4.98           4.92           4.85           4.74           4.79
         56             5.06           5.00           4.92           4.80           4.86
         57             5.15           5.08           4.99           4.86           4.94
         58             5.25           5.17           5.07           4.92           5.02
         59             5.35           5.26           5.14           4.98           5.09
         60             5.46           5.36           5.23           5.05           5.20
         61             5.58           5.46           5.31           5.11           5.27
         62             5.70           5.57           5.40           5.18           5.38
         63             5.84           5.68           5.49           5.24           5.48
         64             5.98           5.80           5.59           5.30           5.60
         65             6.13           5.93           5.69           5.37           5.73
         66             6.30           6.06           5.78           5.43           5.86
         67             6.48           6.20           5.88           5.49           5.97
         68             6.66           6.35           5.99           5.55           6.13
         69             6.87           6.50           6.09           5.60           6.29
         70             7.08           6.66           6.19           5.65           6.47
         75             8.44           7.52           6.67           5.85           7.49
         80            10.41           8.43           7.03           5.96           8.96
</TABLE>


FOURTH OPTION--JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>

    First Payee's                                       Age of Second Payee

         Age       35        40        45        50        55        60        65        70        75        80
               -----------------------------------------------------------------------------------------------------
    <S>           <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
         35       $3.62     $3.66     $3.70     $3.73     $3.76     $3.78     $3.80     $3.82     $3.83     $3.84
         40        3.66      3.73      3.78      3.83      3.87      3.91      3.94      3.96      3.98      3.99
         45        3.70      3.78      3.86      3.93      4.00      4.06      4.10      4.14      4.16      4.19
         50        3.73      3.83      3.93      4.04      4.13      4.22      4.29      4.35      4.39      4.43
         55        3.76      3.87      4.00      4.13      4.27      4.39      4.51      4.60      4.67      4.73
         60        3.78      3.91      4.06      4.22      4.39      4.57      4.74      4.90      5.02      5.12
         65        3.80      3.94      4.10      4.29      4.51      4.74      4.99      5.23      5.44      5.60
         70        3.82      3.96      4.14      4.35      4.60      4.90      5.23      5.57      5.90      6.20
         75        3.83      3.98      4.16      4.39      4.67      5.02      5.44      5.90      6.40      6.87
         80        3.84      3.99      4.19      4.43      4.73      5.12      5.60      6.20      6.87      7.58
</TABLE>

The monthly payment for any combination of ages not shown will be quoted upon
request.


FIFTH OPTION--PAYMENTS FOR A DESIGNATED PERIOD

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
            Amount               Amount               Amount                 Amount                 Amount               Amount
   No.        of        No.        of        No.        of         No.         of         No.         of         No.       of
   of       Monthly     of       Monthly     of       Monthly      of        Monthly      of        Monthly      of      Monthly
  Years    Payments    Years    Payments    Years    Payments     Years     Payments     Years     Payments     Years   Payments
- ---------------------------------------------------------------------------------------------------------------------------------
  <S>      <C>         <C>      <C>         <C>      <C>          <C>       <C>          <C>       <C>          <C>     <C>
    5       $18.32      10       $10.06      15       $7.34        20        $6.00        25         $5.22       30      $4.72
    6        15.56      11         9.31      16        7.00        21         5.81        26          5.10
    7        13.59      12         8.69      17        6.71        22         5.64        27          5.00
    8        12.12      13         8.17      18        6.44        23         5.49        28          4.90
    9        10.97      14         7.72      19        6.21        24         5.35        29          4.80
- ---------------------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                              [LOGO]  THE HARTFORD

                                DISABILITY RIDER

This rider is issued as a part of the Contract to which it is attached. The
Date of Issue and Contract Date applicable to this rider are the same as that
of the Contract. Except where this rider provides otherwise, it is subject to
all conditions and limitations of such Contract.

WAIVER OF CONTINGENT DEFERRED SALES CHARGE

THE BENEFIT

In order to maintain the Waiver of Contingent Deferred Sales Charge Benefit
as described, the Company requires that detailed accounting of cumulative
purchase payments, cumulative gross surrenders and current Account Value
attached to each Participant be submitted on an annual basis by the Contract
Owner. Failure to submit accurate data satisfactory to the Company will give
the Company the right to terminate this Waiver of Deferred Sales Charge
Benefit.

We will waive the contingent deferred sales charge which would occur as a
result of partial or full surrender of the Contract Values if, prior to age
65, the Participant becomes totally disabled and is totally disabled at the
time of surrender request.

To qualify for this benefit, the Contract Owner must provide written proof,
satisfactory to the Company, that the Participant is totally disabled.

DEFINITION OF TOTAL DISABILITY

Total Disability means a disability which:

   (a)  results from bodily injury or disease;
   (b)  begins while this contract and this rider are in force;
   (c)  has existed continuously for at least 12 months; and
   (d)  prevents the Participant from engaging in an occupation.

During the first 12 months of disability, occupation means the Participant's
regular occupation. Thereafter, occupation means that for which the
Participant is reasonably fitted by:

   (a)  education;
   (b)  training; or
   (c)  experience.

If accounting requirements are not provided to the satisfaction of the
Company, the Contract Owner may elect partial surrender of Account Values,
with charges as applicable, to provide settlement.

Signed for THE HARTFORD LIFE INSURANCE COMPANY




/s/ Bruce D. Gardner                            /s/ Lowndes A. Smith

Bruce D. Gardner, SECRETARY                     Lowndes A. Smith, PRESIDENT


<PAGE>


                                                                    EXHIBIT 4(b)

                           GROUP ANNUITY CERTIFICATE

                        HARTFORD LIFE INSURANCE COMPANY
                                 P.O. BOX 2999
                       HARTFORD, CONNECTICUT 06104-2999

                          (A stock insurance company)

        Certifies that a Group Annuity Contract has been issued to the
                Contract Owner specified in this Certificate.


This Certificate is a summary of the provisions of the Group Annuity Contract
issued to the Contract Owner.

Signed for the Company


/s/ Bruce D. Gardner                         /s/ Lowndes A. Smith

Bruce D. Gardner, Secretary                  Lowndes A. Smith, President






Form HL-12524 Printed in U.S.A.                                     [LOGO]


<PAGE>

                            ANNUITY SPECIFICATIONS

DESIGNATED BENEFICIARY       DR JOSHY ABRAHAM
CONTINGENT BENEFICIARY       BAIJUABRAHAM

PURCHASE PAYMENT             $10,000.00

INITIAL GUARANTEE PERIOD     6 YEARS

INITIAL GUARANTEE RATE       6.70%

ANNUAL MAINTENANCE FEE       $0.00


                               SURRENDER CHARGE

THIS CHARGE IS A PERCENTAGE OF THE GROSS SURRENDER VALUE FOR ANY AMOUNT
SURRENDERED DURING THE FIRST 7 CERTIFICATE YEARS. THIS CHARGE EQUALS:

                    CERTIFICATE YEARS                CHARGE
                    -----------------                ------
                           1                           7%
                           2                           6%
                           3                           5%
                           4                           4%
                           5                           3%
                           6                           2%
                           7                           1%
                      THEREAFTER                       0%

FOR A SURRENDER MADE AT THE END OF THE INITIAL GUARANTEE PERIOD, NO SURRENDER
CHARGE WILL BE APPLIED PROVIDED SUCH SURRENDER OCCURS ON OR AFTER THE END OF
THE 3RD CERTIFICATE YEAR. FOR A SURRENDER MADE AT THE END OF ANY OTHER
GUARANTEE PERIOD, NO SURRENDER CHARGE WILL BE APPLIED PROVIDED SUCH SURRENDER
OCCURS ON OR AFTER THE END OF THE 5TH CERTIFICATE YEAR. A REQUEST FOR
SURRENDER AT THE END OF A GUARANTEE PERIOD MUST BE RECEIVED IN WRITING DURING
THE 30 DAY PERIOD PRECEDING THE END OF THAT GUARANTEE PERIOD.

ANNUITANT   DR MARIAMMA ABRAHAM

CONTINGENT ANNUITANT   NONE

PARTICIPANT   SAME

PARTICIPANT

CERTIFICATE                     ANNUITY COMMENCEMENT
NUMBER          196530          DATE   OCTOBER 14, 2034

CERTIFICATE                     ANNUITANT'S AGE
DATE        JULY 20, 1994       ON CERTIFICATE DATE    49

CONTRACT OWNER   HTFD MULTI BROKER DEALER TRST

GROUP ANNUITY CONTRACT NUMBER   12000


<PAGE>

                            ANNUITY SPECIFICATIONS

ANNUITANT   DR MARIAMMA ABRAHAM

CONTINGENT ANNUITANT   NONE

CERTIFICATE NO.   196530

FORM NUMBERS               DESCRIPTION OF BENEFITS
  HL-
                           GROUP ANNUITY CERTIFICATE
12524, 12525
12526, 12527
12528, 12529
12129


FORM HL-12525 PRINTED IN U.S.A.                      PAGE 3 (CONTINUED)


<PAGE>

DEFINITIONS         The definitions in this section apply to the following
                    words and phrases whenever and wherever they appear in this
                    certificate.

                    ACCOUNT VALUE -- The sum of the Purchase Payment and all
                    interest earned to that date; less the sum of the Gross
                    Surrender Value of any surrenders made to that date; and
                    less the sum of the annual maintenance fees deducted to
                    that date.

                    ANNUITANT -- The person on whose life a certificate is
                    issued.

                    ANNUITY COMMENCEMENT DATE -- The date shown on page 3.

                    BENEFICIARY -- The person entitled to receive benefits as
                    per the terms of the Contract in case of the death of the
                    Annuitant or the Participant or the joint Participant, as
                    applicable.

                    CERTIFICATE DATE -- The date shown on page 3. Certificate
                    years are measured from the Certificate Date.

                    COMPANY -- The Hartford Life Insurance Company.

                    CONTINGENT ANNUITANT -- The person designated by the
                    Participant who, upon the Annuitant's death prior to the
                    Annuity Commencement Date, becomes the Annuitant.

                    CONTRACT -- The group annuity contract issued to the
                    Contract Owner specified on page 3.

                    CURRENT RATE -- The applicable interest rate contained in
                    a schedule of rates established by the Company from time to
                    time for various durations.

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

                    GROSS SURRENDER VALUE -- The portion of the Account Value
                    specified by the Participant for a full or partial
                    surrender.

                    GUARANTEE PERIOD -- The period for which either an
                    Initial or Subsequent Guarantee Rate will be credited.

                    HOME OFFICE OF THE COMPANY -- Currently located at 200
                    Hopmeadow St., Simsbury CT. All correspondence concerning
                    this certificate should be sent to our mailing address at
                    P.O. Box 2999, Attn: Individual Annuity Operations,
                    Hartford, CT 06104-2999.

                    INITIAL GUARANTEE PERIOD -- The Guarantee Period chosen
                    by the Participant on the Certificate Date.

                    INITIAL GUARANTEE RATE -- The rate of interest credited
                    to a Purchase Payment as described in the Crediting of
                    Interest and Guarantee Periods section. This rate of
                    interest is specified on page 3.

                    IN WRITING -- A written form satisfactory to the Company
                    and received at their Home Office as defined.


                                    Page 4

<PAGE>

CONTROL
PROVISIONS
(CONTINUED)         In the event of the death of the Annuitant when there is
                    no surviving Contingent Annuitant the Beneficiary will be
                    as follows. If the Annuitant is a joint Participant and
                    the death of the Annuitant occurs prior to the Annuity
                    Commencement Date, the Beneficiary shall be the surviving
                    Participant, notwithstanding that the Designated
                    Beneficiary may be different. Otherwise, the Beneficiary
                    will be the Designated Beneficiary then in effect. If there
                    is no Designated Beneficiary in effect or if the Designated
                    Beneficiary is no longer living, the Participant will be
                    the Beneficiary. If the Annuitant is the sole Participant
                    and there is no Designated Beneficiary in effect, the
                    Annuitant's estate will be the Beneficiary.

                    In the event of the death of the Participant prior to the
                    Annuity Commencement Date, the Beneficiary will be as
                    follows. Upon the death of the joint Participant, the
                    Beneficiary will be the surviving joint Participant,
                    notwithstanding that the Designated Beneficiary may be
                    different. If the Participant was the sole Participant, the
                    Beneficiary shall be the Designated Beneficiary then in
                    effect. If no Beneficiary designation is in effect or if
                    the Designated Beneficiary has predeceased the Participant,
                    the Participant's estate will be the Beneficiary. At the
                    first death of a joint Participant prior to the Annuity
                    Commencement Date, the Beneficiary shall be the surviving
                    Participant notwithstanding that the Designated Beneficiary
                    may be different.

GENERAL
PROVISIONS          THE CONTRACT

                    The Contract is an agreement between the Contract Owner
                    and the Company. This certificate is a summary of the Group
                    Annuity Contract. The certificate constitutes the entire
                    certificate.

                    MODIFICATION

                    The only way the Contract and Certificate may be modified
                    is by a written agreement with the Contract Owner signed by
                    the Company's President, a Vice President, Secretary, or an
                    Assistant Secretary. No modification will affect the amount
                    or term of any annuity begun prior to the modification
                    unless it is required to conform the Contract to any
                    Federal or State Statutes. No modification of the Contract
                    will affect the method by which the Participant's Account
                    Value will be determined.

                    NON-PARTICIPATING

                    This certificate is nonparticipating. It does not earn
                    dividends.

                    MISSTATEMENT OF AGE

                    If the age of the Annuitant and/or Participant is
                    incorrectly stated, death benefits or annuity payments will
                    be adjusted to the payment which would have been provided
                    at the correct age adjusted for any overpayments or
                    underpayments which had been made.


                                    Page 6
<PAGE>

ANNUAL
MAINTENANCE FEE     At the end of each Certificate Year prior to the Annuity
                    Commencement Date and in the event of a full surrender of
                    this certificate prior to the end of a Certificate Year, a
                    fee will be deducted from the Account Value. The annual
                    maintenance fee for each Certificate Year is shown on
                    page 3.

PREMIUM TAXES       A deduction is also made for premium taxes, if
                    applicable. On any certificate subject to premium tax, the
                    tax will be deducted, as provided under applicable law,
                    from the Purchase Payment when received, from the Gross
                    Surrender Value upon surrender, or from the amount applied
                    to effect any annuity at the time annuity payments commence.

TERMINATION         GENERAL SURRENDERS
PROVISIONS
                    Full surrenders may be made under this Certificate at any
                    time. Partial surrenders may only be made if:

                       a) the Gross Surrender Value is at least $1,000; and

                       b) the remaining Account Value after the Gross
                          Surrender Value has been deducted is at least $5,000.

                    In the case of all surrenders, the Account Value will be
                    reduced by the Gross Surrender Value on the Surrender Date
                    and the Net Surrender Value will be payable to the
                    Participant. Except as provided for in the special
                    Surrenders Section, the Net Surrender Value is calculated
                    by the Company on a daily basis as follows:

                          (A - B) x C, where:

                       A = the Gross Surrender Value reduced by an applicable
                           annual maintenance fee;

                       B = the surrender charge shown on page 3, plus any
                           unpaid premium taxes;

                       C = the Market Value Adjustment described below.

                    MARKET VALUE ADJUSTMENT

                    The formula which will be used to determine the Market
                    Value Adjustment is calculated by the Company on a daily
                    basis as follows:

                            | 1 + I | N/12
                            |-------|
                            | 1 + J |

                       I = Guarantee Rate in effect for the Current Guarantee
                           Period (expressed as a decimal, e.g., - 1% = .01).


                                    Page 8
<PAGE>

ANNUITY OPTIONS     ANNUITY BENEFIT

                    On the Annuity Commencement Date, unless directed
                    otherwise, the Company will apply the Participant's
                    Account Value multiplied by the Market Value Adjustment,
                    less applicable premium taxes, if any, to purchase the
                    monthly income payments according to the Annuity Option
                    elected. If the Annuity Commencement Date coincides with
                    the end of any Guaranteed Period, no Market Value
                    Adjustment will be applied in the determination of the
                    monthly income payments.

                    ELECTION OF ANNUITY OPTIONS

                    The Participant may elect to have the Account Value (less
                    applicable premium taxes, if any) applied on the Annuity
                    Commencement Date under any of the Annuity Options
                    described below or any other Annuity Option being offered
                    by the Company at the time of annuitization. In the absence
                    of such election the Account Value will be applied on the
                    Annuity Commencement Date under the Second Option to
                    provide a life annuity with 120 monthly payments certain.

                    Election of any of these options must be made in Writing
                    to 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 shall be made on the
                    tenth day of the month following the Annuity Commencement
                    Date. Subsequent payments shall be made on the tenth day of
                    each month in accordance with the manner of payment
                    selected.

                    The Participant, or in the case the Participant shall
                    have not done so, the Beneficiary after the death of the
                    Participant or Annuitant, as applicable, may elect in lieu
                    of payment in one sum, that any amount or part thereof due
                    by the Company under this Certificate to the Beneficiary
                    shall be applied under any one of the options stated below.
                    Such election must be made within one year after death of
                    the Participant or Annuitant, as applicable, by written
                    notice to the office of the Company.

                    DEATH OF ANNUITANT

                    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, or any then remaining balance of
                    proceeds under the Fifth Option will be paid in one sum to
                    the Beneficiary unless other provisions shall have been
                    made and approved by the Company. However, if the
                    Participant was also the Annuitant, any method of
                    distribution must provide that any amount payable as a
                    death benefit will be distributed at least as rapidly as
                    under the method of distribution in effect at the time of
                    the Participant's death. Calculations of such present value
                    of the guaranteed payments remaining will be based on the
                    interest rate that is issued by the Company to determine
                    the amount of each certain payment.

                    TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

                    An annuity effected under a certificate may not be
                    surrendered after the commencement of annuity payments.


                                    Page 10
<PAGE>

                        AMOUNT OF FIRST MONTHLY PAYMENT
                            FOR EACH $1,000 APPLIED

FIRST, SECOND AND THIRD OPTIONS -- SINGLE LIFE ANNUITIES WITH:

<TABLE>
<CAPTION>
                 Male Payee                                Female Payee
      ----------------------------------          ----------------------------------
Age      Monthly Payments Guaranteed       Cash      Monthly Payments Guaranteed         Cash
      ----------------------------------  Refund  ----------------------------------    Refund
<S>    <C>      <C>      <C>      <C>      <C>     <C>      <C>       <C>      <C>      <C>
       NONE      120      180      240              NONE      120      180      240

35     $4.03    $4.02    $4.01    $3.99    $3.99    $3.86    $3.86    $3.85    $3.84    $3.84
40      4.22     4.21     4.19     4.16     4.16     4.01     4.00     3.99     3.98     3.98
45      4.47     4.44     4.41     4.36     4.36     4.19     4.18     4.17     4.15     4.15
50      4.79     4.74     4.68     4.60     4.63     4.44     4.42     4.39     4.36     4.37
51      4.86     4.81     4.74     4.65     4.68     4.50     4.47     4.45     4.40     4.41
52      4.94     4.88     4.80     4.71     4.74     4.56     4.53     4.50     4.45     4.47
53      5.02     4.95     4.87     4.76     4.81     4.62     4.59     4.56     4.50     4.51
54      5.10     5.03     4.94     4.82     4.88     4.69     4.66     4.62     4.56     4.58
55      5.19     5.11     5.01     4.88     4.95     4.76     4.72     4.68     4.61     4.64
56      5.29     5.20     5.09     4.94     5.03     4.84     4.80     4.74     4.67     4.70
57      5.39     5.29     5.17     5.00     5.11     4.92     4.87     4.81     4.73     4.77
58      5.49     5.38     5.25     5.06     5.20     5.00     4.95     4.88     4.79     4.84
59      5.61     5.48     5.33     5.12     5.28     5.09     5.03     4.96     4.85     4.91
60      5.73     5.59     5.42     5.18     5.38     5.19     5.12     5.04     4.91     5.02
61      5.86     5.70     5.51     5.24     5.48     5.29     5.22     5.12     4.98     5.07
62      6.00     5.82     5.60     5.31     5.59     5.40     5.32     5.21     5.05     5.17
63      6.16     5.95     5.69     5.37     5.71     5.52     5.42     5.30     5.11     5.26
64      6.32     6.08     5.79     5.43     5.84     5.65     5.53     5.39     5.18     5.36
65      6.49     6.21     5.89     5.48     5.98     5.78     5.65     5.49     5.25     5.48
66      6.68     6.35     5.98     5.54     6.13     5.92     5.77     5.58     5.32     5.59
67      6.88     6.50     6.08     5.59     6.23     6.08     5.90     5.69     5.39     5.72
68      7.09     6.65     6.18     5.64     6.40     6.24     6.04     5.79     5.45     5.86
69      7.31     6.81     6.28     5.69     6.58     6.42     6.19     5.90     5.51     6.01
70      7.56     6.97     6.37     5.73     6.77     6.61     6.34     6.01     5.58     6.18
75      9.05     7.83     6.80     5.89     7.89     7.83     7.21     6.54     5.82     7.21
80     11.16     8.66     7.10     5.97     9.86     9.65     8.19     6.97     5.94     8.68
</TABLE>


FOURTH OPTIONS -- JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>

Age of
 Male                                Age of Female Payee
 Payee   35       40       45       50       55       60       65       70       75       80
      ----------------------------------------------------------------------------------------
<S>    <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
35     $3.62    $3.68    $3.73    $3.77    $3.81    $3.84    $3.87    $3.89    $3.90    $3.91
40      3.65     3.73     3.80     3.86     3.92     3.97     4.01     4.04     4.07     4.09
45      3.68     3.77     3.86     3.95     4.04     4.12     4.18     4.23     4.27     4.30
50      3.70     3.80     3.92     4.04     4.16     4.27     4.37     4.45     4.52     4.57
55      3.72     3.83     3.96     4.11     4.27     4.43     4.58     4.71     4.81     4.89
60      3.73     3.85     4.00     4.17     4.36     4.57     4.79     4.99     5.17     5.30
65      3.74     3.87     4.03     4.21     4.44     4.70     4.99     5.29     5.57     5.80
70      3.75     3.88     4.05     4.25     4.50     4.81     5.17     5.57     5.99     6.38
75      3.76     3.89     4.06     4.27     4.54     4.88     5.31     5.82     6.40     7.00
80      3.76     3.90     4.07     4.29     4.57     4.94     5.41     6.01     6.75     7.58
</TABLE>


FIFTH OPTION -- PAYMENTS FOR A DESIGNATED PERIOD

<TABLE>
<CAPTION>
        Amount             Amount             Amount             Amount             Amount             Amount
 No       of        No       of        No       of        No       of        No       of        No       of
 of     Monthly     of     Monthly     of     Monthly     of     Monthly     of     Monthly     of     Monthly
Years   Payments   Years   Payments   Years   Payments   Years   Payments   Years   Payments   Years   Payments
- ----------------------------------------------------------------------------------------------------------------
<S>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>
 5      $18.32      10     $10.06      15      $7.34       20     $6.00       25      $5.22      30     $4.72
 6       15.56      11       9.31      16       7.00       21      5.81       26       5.10
 7       13.59      12       8.69      17       6.71       22      5.64       27       5.00
 8       12.12      13       8.17      18       6.44       23      5.49       28       4.90
 9       10.97      14       7.72      19       6.21       24      5.35       29       4.80
</TABLE>


The monthly payment for any age not shown will be quoted upon request.



                                                     [LOGO]

<PAGE>
























Form HL-12524 Printed in U.S.A.


<PAGE>

                                     [LOGO]

                                 ITT HARTFORD

This notice is to advise you that should any complaints arise regarding this
annuity contract, you may contact the following:


                     ITT Hartford Life Insurance Companies
                     P.O. Box 2999
                     Hartford, CT 06104-2999
                     Telephone: (800) 862-6668

If the problem is not resolved, you may write to the Illinois Insurance
Department at the following address:


                     Illinois Department of Insurance
                     Consumer Division
                     320 West Washington Street
                     Springfield, Illinois 62767


HL-A13885-1
<PAGE>

                                IMPORTANT

                 -------------------------------------------
                        PLEASE SIGN AND RETURN THE
                     ENCLOSED ANNUITY CONFIRMATION FORM
                 -------------------------------------------

                 Please take a few minutes to look over your
                 enclosed annuity contract and confirm that it
                 accurately reflects your decisions.

                 It is important that we have certain key
                 information to properly establish this contract
                 and that your signature be added to your
                 contract record. Therefore, we ask that you
                 complete, sign and return the enclosed
                 ANNUITY CONFIRMATION FORM in the
                 postage-paid envelope.

                 If you have any questions about the form or any
                 of the information requested, you may call your
                 local registered representative or contact ITT
                 Hartford Customer Service staff toll-free at
                 1-800-862-6668 week days between 8:00 AM
                 and 7:00 PM (Eastern Time).

                 PLEASE NOTE: If this form is not signed and
                 returned, a signature guarantee will be required
                 prior to processing any provision in your
                 contract, including withdrawals.

                                  Thank you


<PAGE>


                        HARTFORD ANNUITY CONFIRMATION FORM

DEAR ANNUITY CONTRACT OWNER(S) OR PARTICIPANT(S):

     1. PLEASE FILL-IN YOUR DESIGNATED BENEFICIARY(IES) BELOW,
     2. CORRECT YOUR SOCIAL SECURITY NUMBER BELOW, IF NEEDED,
     3. SIGN AND DATE THE BOTTOM OF THIS FORM,
     4. ENCLOSE THIS COMPLETED FORM IN THE POSTAGE-PAID ENVELOPE
        AND DROP IT IN THE U.S. MAIL AT YOUR EARLIEST CONVENIENCE.

RE:  ANNUITY CONTRACT/CERTIFICATE NUMBER:      12000 / 196530
                                          ------------------------

     ANNUITANT:        DR MARIAMMA ABRAHAM
                 -------------------------------------------------

     OWNER SOCIAL SECURITY (TAX ID) NUMBER: (X   ###-##-####
                                              --------------------

          SS # CORRECTION              -         -
                           --- --- ---   --- ---   --- --- --- ---

BENEFICIARY: PLEASE NOTE THE DESIGNATED BENEFICIARY(IES) FOR THIS
ANNUITY BELOW IF OTHER THAN THE ESTATE OF THE OWNER/PARTICIPANT:

                      NAME(S)                 RELATIONSHIP    PERCENTAGE

  PRIMARY     DR JOSHY ABRAHAM                SPOUSE
              ---------------------------    ------------    ----------

  CONTINGENT  BAI JUABRAHAM                   CHILD
              ---------------------------    -----------     ----------


PLEASE USE REVERSE SIDE OR THE ENCLOSED CHANGE REQUEST FORM TO
PROVIDE ADDITIONAL BENEFICIARIES OR ANY OTHER ADDITIONS/CORRECTIONS
YOU WISH TO MAKE TO THIS ANNUITY NOW.

I CERTIFY THAT MY SOCIAL SECURITY/TAX I.D. NUMBER IS CORRECT AS
NOTED ABOVE AND AFFIRM THAT THIS ANNUITY IS NOT A REPLACEMENT OF
ONE OR MORE ANNUITY OR LIFE INSURANCE CONTRACTS.


- -----------------------------------
CONTINGENT ANNUITANT, IF ANY


X
 ------------------------------------------------------------------------------
OWNER/PARTICIPANT SIGNATURE -- DR MARIAMMA ABRAHAM
                               ------------------------------------------------

X
 ------------------------------------------------------------------------------
JOINT OWNER/PARTICIPANT, IF ANY, --
                                      -----------------------------------------


DATE:
      -------------------------------

IF YOU HAVE ANY QUESTIONS OR REQUIRE ANY ASSISTANCE IN COMPLETING
THIS FORM, PLEASE CONTACT YOUR LOCAL REGISTERED REPRESENTATIVE, OR
CALL THE HARTFORD'S TOLL FREE CUSTOMER SERVICE LINE: 1-800-862-6668.

THANK YOU FOR SELECTING A HARTFORD ANNUITY, COMPLETING THIS FORM,
AND MAILING IT BACK TO US IN THE POSTAGE-PAID ENVELOPE PROVIDED.

<PAGE>


Please forward to
Hartford Life Insurance Companies       ANNUITY CHANGE REQUEST
Attn: Individual Annuity Operations
P.O. Box 2999
Hartford, CT 06104-2999

                                                                          [LOGO]

                                                                   ITT HARTFORD
- -------------------------------------------------------------------------------
        Annuitant Name                                        Account No.
- -------------------------------------------------------------------------------


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

NAME CHANGE/REVISION

/ / Annuitant  / / Contract Owner(s)/   / / Contingent Beneficiary
                   Participant(s)           (Include Relationship)

/ / Agent      / / Contingent Annuitant / / Beneficiary
                                            (Include Relationship)


*NOTE: The designated annuitant and contingent annuitant cannot be changed.
       The space provided is for name corrections only.

From:
      -------------------------------------------------------------------------
To:
      -------------------------------------------------------------------------

ADDRESS CHANGE
/ / Annuitant    / / Contract Owner(s)/   / / Agent    / / Broker-Dealer Firm
                     Participant(s)


From:
      -------------------------------------------------------------------------
To:
      -------------------------------------------------------------------------

SOCIAL SECURITY CHANGE/TAX I.D. NUMBER CHANGE

/ / Annuitant       / / Contract Owner/      / / Joint Owner/Participant
                        Participant

/ / Beneficiary     / / Contingent Beneficiary

From:
      -------------------------------------------------------------------------
To:
      -------------------------------------------------------------------------

DATE OF BIRTH CHANGE

/ / Annuitant   / / Contract Owner/Participant   / / Joint Owner/Participant

From:
      -------------------------------------------------------------------------
To:
      -------------------------------------------------------------------------





- --------------------------  ------------------------------------  -------------
(Signature of Contract        (Signature of Joint Owner/              (Date)
   Owner/Participant)            Participant, if applicable)

Form HL-12524 Printed in U.S.A.

<PAGE>


               INDIVIDUAL SINGLE PREMIUM DEFERRED ANNUITY CONTRACT

                          HARTFORD LIFE INSURANCE COMPANY
                                   P.O. BOX 2999
                         HARTFORD, CONNECTICUT 06104-2999

         (A stock life insurance company, herein after called the Company)

The Company agrees with the Contract Owner to provide the benefits as described
in this contract.

Signed for the Company




/s/ Bruce D. Gardner                              /s/ Lowndes A. Smith

Bruce D. Gardner, Secretary                       Lowndes A. Smith, President


READ THIS CONTRACT CAREFULLY
This is a legal contract between the Contract Owner and the Company.

MARKET VALUE ADJUSTMENT FORMULA
This contract contains a Market Value Adjustment formula. The formula may result
in both upward and downward adjustments in the Gross Surrender Value. Details of
the Market-Value Adjustment are described on page 9.

The Market-Value Adjustment formula will not be applied when the Contract Owner
requests, In Writing:

a)   a full or partial surrender at the end of any Guarantee Period if the
     Company receives the request during the 30 day period preceding the end of
     such Guarantee Period; or

b)   any interest credited during the twelve month period prior to the written
     request.



NONPARTICIPATING

RIGHT TO EXAMINE CONTRACT

The Company wants the Contract Owner to be satisfied with this contract. The
Company urges the Contract Owner to examine it closely. If for any reason the
Contract Owner is not satisfied with this contract, the Contract Owner may
surrender the contract by returning the contract within ten days after it was
purchased. A written request to surrender the contract must accompany the
contract. In such event the Company will pay the Contract Owner an amount equal
to the sum of a) Account Value on the date of surrender multiplied by the Market
Value Adjustment formula and b) any charges deducted from the purchase payment.


Form HL-12511 Printed in U.S.A.

<PAGE>

                                TABLE OF CONTENTS

                                                              Page
     Contract Specifications                                    3
     Definitions                                                4
     Purchase Payment                                           5
     Contract Control Provisions                                5
     General Provisions                                         8
     Crediting of Interest and Guarantee Periods                8
     Termination Provisions                                     8
     Settlement Provisions                                     10
     Annuity Tables                                            12


Form HL-12511 Printed in U.S.A

                                     Page 2

<PAGE>

DEFINITIONS  The definitions in this section apply to the following words and
             phrases whenever and wherever they appear in this contract.

             ACCOUNT VALUE -- The sum of the Purchase Payment and all interest
             earned to that date; less the sum of the Gross Surrender Value of
             any surrenders made to that date; and less the sum of the Annual
             Contract Maintenance fees deducted to that date.

             ANNUAL CONTRACT MAINTENANCE FEE -- An amount which is deducted
             from the Account Value at the end of the Contract Year or on the
             date of full surrender, if earlier. The amount is shown on Page 3.

             ANNUITANT -- The person on whose life this contract is issued.

             ANNUITY COMMENCEMENT DATE -- The date shown on page 3.

             BENEFICIARY -- The person entitled to receive benefits as per the
             terms of the contract in case of the death of the Annuitant or the
             Contract Owner or joint Contract Owner as applicable.

             COMPANY -- The Hartford Life Insurance Company.

             CONTINGENT ANNUITANT -- The person designated by the Contract
             Owner who, upon the Annuitant's death prior to the Annuity
             Commencement Date, becomes the Annuitant.

             CONTRACT DATE -- The date shown on Page 3. Contract Years are
             measured from the Contract Date.

             CONTRACT OWNER -- The owner(s) of the contract.

             CURRENT RATE -- The applicable interest rate contained in a
             schedule of rates established by the Company from time to time
             for various durations.

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

             GROSS SURRENDER VALUE -- The portion of the Account Value
             specified by the Contract Owner for a full or partial surrender.

             GUARANTEE PERIOD --The period for which either an initial or
             Subsequent Guarantee Rate is credited.

             HOME OFFICE OF THE COMPANY -- Currently located at 200 Hopemeadow
             St., Simsbury, CT. All correspondence concerning this contract
             should be sent to our mailing address at P.O. Box 2999, Att:
             Individual Annuity Operations, Hartford CT 06104-2999.

             INITIAL GUARANTEE RATE -- The rate of interest credited to a
             Purchase Payment as described in the Crediting of Interest and
             Guarantee Periods section. This rate of interest is specified on
             page 3.

             IN WRITING -- A written form satisfactory to the Company and
             received at their Home Office as defined.


                                     Page 4

<PAGE>

DEFINITIONS  NET SURRENDER VALUE -- The amount payable to the Contract Owner on
(CONTINUED)  full surrender or partial surrender under this contract after the
             application of any contract charges and/or Market Value Adjustment.
             It is described in the General Surrenders section of the
             Termination Provisions.

             PREMIUM TAX -- The amount of tax, if any, charged by the state or
             municipality on purchase payments, from Gross Surrender Value upon
             Surrender, or from the amount applied to effect an annuity.

             SUBSEQUENT GUARANTEE RATE -- The rate of interest established by
             the Company for the applicable Subsequent Guarantee Period, but
             in no event less than 3%.

             SURRENDER DATE -- The date the Company receives the Contract
             Owner's written request for a surrender or the date requested
             for surrender by the Contract Owner, if later.

PURCHASE
PAYMENT      PURCHASE PAYMENT -- The Purchase Payment is shown on Page 3.
             Purchase Payments are payable at the designated office(s) of the
             Company. The Company reserves the right to limit the amount of the
             Purchase Payment which will be accepted.

CONTRACT     ALLOCATION OF PURCHASE PAYMENT
CONTROL
PROVISIONS   The Purchase Payment (less applicable Premium Taxes, if any)
             will be allocated to an account established by the Company for
             the Contract Owners of those contracts. A Contract Owner's
             Account Value will be determined in accordance with the terms of
             this contract.

             ANNUITANT, CONTINGENT ANNUITANT, AND PARTICIPANT


             The Annuitant may not be changed

             The designations of Contract Owner and Contingent Annuitant will
             remain in effect until changed by the Contract Owner. Changes in
             the designation of the Contract Owner may be made during the
             lifetime of the Annuitant by written notice to the Company. Changes
             in the designation of the Contingent Annuitant may be made at any
             time prior to the Annuity Commencement Date by written notice to
             the Company. Notwithstanding the foregoing, if no Contingent
             Annuitant has been named and the Contract Owner/Annuitant's spouse
             is the Beneficiary, it will be assumed that the Contract
             Owner/Annuitant's spouse is the Contingent Annuitant.

             The Contract Owner has the sole power to exercise all 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. The rights of the Contract Owner shall
             be subject to the rights of any assignee of record with the Company
             and of any irrevocably designated Beneficiary. In the case of joint
             Contract Owners, each Contract Owner alone may exercise all rights,
             options and privileges, except with respect to Termination
             Provisions.


Form HL-12514 Printed in U.S.A

                                     Page 5

<PAGE>

             BENEFICIARY

GENERAL      The Designated Beneficiary will remain in effect until changed by
CONTROL      the Contract Owner. Changes in the designated Beneficiary may be
PROVISIONS   made during the lifetime of the Annuitant by written notice to the
 (CONTINUED) Company. If the designated Beneficiary has been designated
             irrevocably, however, such designation cannot be changed or
             revoked without such Beneficiary's written consent. Upon receipt
             of such notice and written consent, if required, at the Home
             Office of the Company, the new designation will take effect as of
             the date the notice is signed, whether or not the Annuitant or
             Contract Owner is alive at the time of receipt of such notice.
             The change will be subject to any payments made or other action
             taken by the Company before the receipt of the notice.

             In the event of the death of the Annuitant when there is no
             surviving Contingent Annuitant the Beneficiary will be as follows.
             If the Annuitant is a joint Contract Owner and the death of the
             Annuitant occurs prior to the Annuity Commencement Date, the
             Beneficiary shall be the surviving Contract Owner, notwithstanding
             that the Designated Beneficiary may be different. Otherwise, the
             Beneficiary will be the Designated Beneficiary then in effect. If
             there is no Designated Beneficiary in effect or if the Designated
             Beneficiary is no longer living, the Contract Owner will be the
             Beneficiary. If the Annuitant is the sole Contract Owner and there
             is no Designated Beneficiary in effect, the Annuitant's estate will
             be the Beneficiary.

             In the event of the death of the Contract Owner prior to the
             Annuity Commencement Date, the Beneficiary will be as follows.
             Upon the death of the joint Contract Owner, the Beneficiary
             will be the surviving joint Contract Owner, notwithstanding
             that the Designated Beneficiary may be different. If the Contract
             Owner was the sole Contract Owner, the Beneficiary shall be the
             Designated Beneficiary then in effect. If  no Beneficiary
             designation is in effect or if the Designated Beneficiary has
             predeceased the Contract Owner, the Contract Owner's estate will
             be the beneficiary. At the first death of a joint Contract
             Owner prior to the Annuity Commencement Date, the Beneficiary
             shall be the surviving Contract Owner notwithstanding that the
             Designated Beneficiary may be different.

GENERAL
PROVISIONS
             THE CONTRACT

             The contract, endorsements and application, if any, constitute the
             entire contract.

             MINIMUM VALUE STATEMENT

             Any values available under the Termination or Surrender Provisions
             of this contract equal or exceed those required by the state in
             which the contract is delivered.


                                     Page 6
<PAGE>

             MODIFICATION

GENERAL      The only way the contract may be modified is by a written agreement
PROVISIONS   with the Contract Owner signed by our President, or one of our Vice
 (CONTINUED) Presidents, Secretaries, or Assistant Secretaries. No modification
             will affect the amount or term of any annuity begun prior to the
             modification unless it is required to conform the contract to any
             Federal or State statute. No modification of the contract will
             affect the method by which the Contract Owners' Account Value will
             be determined.

             MISSTATEMENT OF AGE AND SEX

             If the age and/or sex of the Annuitant is incorrectly stated, death
             benefits or annuity payments will be adjusted to the payment which
             would have been provided at the correct age and sex adjusted for
             any overpayments or underpayments which had been made. The adjusted
             annuity payment or death benefit will include interest of 3-1/2% in
             the event of an underpayment or will deduct interest of 3-1/2% in
             the event of an overpayment.

             INCONTESTIBILITY

             We cannot contest this contract from the date of issue.

             CHANGE OF ANNUITY COMMENCEMENT DATE

             The Contact Owner may change the Annuity Commencement Date provided
             the Company is notified In Writing 30 days before the proposed
             Annuity Commencement Date; and the proposed date selected is on or
             before the Annuitant's attained age 90.

             NON-PARTICIPATING

             This contract is nonparticipating. It does not earn dividends.

             ANNUAL REPORT

             The Contract Owner will receive a report once each Contract Year
             showing the Account Value of this contract and any other
             information required by the Department of Insurance.

             TRANSFER BETWEEN GUARANTEE PERIODS

             Once each Contract Year, the Contract Owner may elect, In Writing
             to transfer out of the current Guarantee Period and into a
             Guarantee Period of different duration.  At that time, a new
             Guarantee Period will be established for the duration chosen by the
             Contract Owner, and the Account Value at the beginning of the new
             Guarantee Period will equal the Account Value for the current
             Guarantee Period multiplied by the Market Value Adjustment for the
             current Guarantee Period. The Company reserves the right to charge
             for any such transfer by reducing the Account Value at the
             beginning of the new Guarantee Period by an amount not to exceed
             $50.00.


Form HL-12569 Printed in U.S.A

                                     Page 7

<PAGE>

GENERAL
PROVISIONS   Surrender charges will continue to be based on the appropriate
(CONTINUED)  Contract Year as determined from the original Contract Date.

CREDITING OF
INTEREST
AND GUARANTEE
PERIODS      The Purchase Payment (less the Gross Surrender Value of all
             surrenders made and less applicable Premium Taxes, if any) will
             earn interest at the Initial Guarantee Rate, compounded annually,
             during the Initial Guarantee Period.

             At the end of any Guarantee Period, a subsequent Guarantee Period
             of the same duration will commence, unless the Contract Owner has:

                a) requested, In Writing, a surrender within 30 days prior to
                   the end of the current Guarantee Period; or

                b) elected, In Writing, a Guarantee Period of a different
                   duration from among those offered by the Company at any time
                   within 30 days prior to the end of the current Guarantee
                   Period; or

                c) selected a subsequent Guarantee Period that extends beyond
                   the Annuity Commencement Date then in effect. In this case,
                   the Company will automatically establish a subsequent
                   Guarantee Period that will end nearest to the Annuity
                   Commencement Date then in effect, unless the Contract Owner
                   elects, In Writing, for a subsequent Guarantee Period of
                   shorter duration.

             The Account Value at the beginning of any subsequent Guarantee
             Period will be equal to the Account Value at the end of the
             Guarantee Period just ending. The Account Value will earn interest
             at the Subsequent Guarantee Rate, compounded annually, in the
             subsequent Guarantee Period. This rate will be at least equal to
             the Initial Guarantee Rates being credited to Purchase Payments
             for new contracts at the time the Subsequent Guarantee Rate is
             determined.

             The initial Guarantee Rate and the Subsequent Guarantee Rate
             will never be less than 3%. Surrenders made during a Guarantee
             Period will be subject to a Market Value Adjustment.

TERMINATION
PROVISIONS   GENERAL SURRENDERS

             Full surrenders may be made under this contract at any time.
             Partial surrenders may only be made if:

                a) The Gross Surrender Value is at least $1,000; and

                b) the remaining Account Value after the Gross Surrender Value
                   has been deducted is at least $5,000.


                                     Page 8

<PAGE>

TERMINATION
PROVISIONS   In the case of all surrenders, the Account Value will be reduced
(CONTINUED)  by the Gross Surrender Value on the Surrender Date and the Net
             Surrender Value will be payable to the Contract Owner. Except as
             provided for in the Special Surrender Section, the Net Surrender
             Value is calculated by the Company on a daily basis as follows:

                 (A - B) X C, where:

              A = the Gross Surrender Value reduced by any applicable Annual
                Contract Maintenance Fee;

              B = The surrender charge, shown on Page 3, plus any unpaid
                Premium Taxes;

              C = the Market Value Adjustment described below.

             MARKET VALUE ADJUSTMENT

             The formula which will be used to determine the Market Value
             Adjustment is calculated by the Company on a daily basis as
             follows:


                   _       _  N/12
                  |  1 + I  |
                  |  -----  |
                  |_ 1 + J _|


              I = Guarantee Rate in effect for the Current Guarantee Period
                  (expressed as a decimal, e.g., - 1% = .01).

              J = The Current Rate (expressed as a decimal, e.g. - 1% = .01) in
                  effect for durations equal to the number of years remaining in
                  the current Guarantee Period (years are rounded to the next
                  highest number of years). If not available, the Company will
                  utilize a rate equal to the most recent Moody's Corporate Bond
                  Yield Average - Monthly Average Corporates (for the applicable
                  duration) as published by Moody's Investors Service, Inc. In
                  the event the Moody's Corporate Bond Yield Average - Monthly
                  Average Corporates is no longer available, a suitable
                  replacement index, subject to the approval of the Insurance
                  Department, would be utilized.

              N = The number of complete months from the Surrender Date to the
                  end of the current Guarantee Period.

             SPECIAL SURRENDERS

             A full or partial surrender made at the end of a Guarantee Period
             may be subject to a surrender charge as set forth on page 3. A
             Market Value Adjustment will not be applied. A request for a
             surrender at the end of a Guarantee Period must be received In
             Writing during the 30 day period preceding the end of such
             Guarantee Period.

             In addition, if the Contract Owner notifies the Company, In
             Writing, the Company will send the Contract Owner any interest
             credited during the twelve month period prior to the written
             request. No Surrender Charge or Market Value Adjustment will be
             imposed on such interest payments.

             TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

             This contract may not be surrendered after the commencement of
             annuity payments.


Form HL-12517 Printed in U.S.A

                                     Page 9
<PAGE>

             PAYMENT UPON SURRENDER -- DEFERRAL OF PAYMENT
TERMINATION
PROVISIONS   The Company may defer payment of a partial or full surrender
(CONTINUED)  request for up to six months from the date of the request. If
             payment is deferred for more than 10 days from the date the request
             is received, the Company will pay interest of 4-1/2% or the
             interest rate currently being paid on proceeds left under the
             interest settlement option, whichever is higher, on the amount
             deferred.

             DEATH BENEFIT

             If the Annuitant dies prior to the Annuity Commencement Date and
             there is no designated Contingent Annuitant surviving, or if the
             Contract Owner dies before the Annuity Commencement Date, the death
             benefit will be payable to the Beneficiary as determined under the
             Control Provisions. The death benefit equals the Account Value as
             of the date the Company receives written notification of Due Proof
             of Death.

             The death benefit will be due and payable within a reasonable
             period of time (not to exceed 6 months) after the date of the
             Company's receipt of Due Proof of Death. The death benefit may be
             taken in one sum or under any of the settlement options then being
             offered by the Company provided, however, that, in the event of a
             Contract Owner's Death, any settlement option must provide that any
             amount payable as a death benefit will commence upon notification
             of Due Proof of Death and be completed 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. Notwithstanding the foregoing, in the
             event of the Contract Owner's death where the sole Beneficiary is
             the spouse of the Contract Owner and the Annuitant or Contingent
             Annuitant is living, such spouse may elect, in lieu of receiving
             the death benefit, to be treated as the Contract Owner.

SETTLEMENT
PROVISIONS   ANNUITY BENEFIT

             On the Annuity Commencement Date, unless directed otherwise, the
             Company will apply the Contract Owner's Account Value multiplied by
             the Market Value Adjustment, if any, less any applicable Premium
             Taxes, to purchase the monthly income payments according to the
             Annuity Option elected. If the Annuity Commencement Date coincides
             with the end of any Guarantee Period, no Market Value Adjustment
             will be applied in the determination of the monthly income
             payments. No surrender charge will be applied upon annuitization.

             In no event will the annuity benefit, at the time of its
             commencement, be less than that which would be provided by applying
             the greater of the Net Surrender Value or 95 percent of what the
             Net Surrender Value would be with no surrender charge, to purchase
             a single premium immediate annuity contract offered by the Company
             at that time to the same class of annuitants.


                                     Page 10

<PAGE>

             ELECTION OF ANNUITY OPTIONS

SETTLEMENT
PROVISIONS   The Contract Owner may elect any of the Annuity Options described
(CONTINUED)  below or any other Annuity Option being offered by the Company at
             the time of Annuitization. In the absence of such election, the
             second option providing a life annuity with 120 monthly payments
             certain will apply.

             Election of any of these options must be made In Writing to 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 shall be made on the tenth day
             of the month following the Annuity Commencement Date. Subsequent
             payments shall be made on the tenth day of each month in accordance
             with the manner of payment selected.

             The Contract Owner, or in the event the Contract Owner has not done
             so, the Beneficiary after the death of the Annuitant, may elect, in
             lieu of payment in one sum, any amount or part thereof due by the
             Company under this contract to the Beneficiary will be applied
             under any of the options described below. Such election must be
             made within one year after the death of the Annuitant by written
             notice to the offices of the Company.

             DEATH OF ANNUITANT

             In the event of the death of the Annuitant while receiving annuity
             payments, the present values of the current dollar amount on the
             date of death of any remaining guaranteed number of payments, or
             any then remaining balance of proceeds under the Fifth Option will
             be paid in one sum to the Beneficiary unless other provisions shall
             have been made and approved by the Company. However, if the
             Contract Owner was also the Annuitant, any method of distribution
             must provide that any amount payable as a death benefit will be
             distributed at least as rapidly as under the method of distribution
             in effect at the Contract Owner's death. Calculations of such
             present value of the guaranteed payments remaining will be based on
             the interest rate that is used by the Company to determine the
             amount of each certain payment.

             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
             Annuitant 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 -- Cash Refund 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 provided that, at
             the death of the Annuitant the beneficiary will receive an
             additional payment equal to the excess, if any, of (a) over (b)
             where: (a) is the Account Value applied on the Annuity Commencement
             Date under this option; and (b) is the dollar amount of annuity
             payments already paid.


Form HL-12519 Printed in U.S.A

                                     Page 11
<PAGE>

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

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

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

             MINIMUM PAYMENT

             The option elected must result in a payment of at least $20.00. If
             at any time payments are less than $20.00, the Company has the
             right to change the frequency to an interval resulting in a payment
             of at least $20.00. If any amount due is less than $20.00 per year,
             the Company may make other arrangements that are equitable to the
             Annuitant.

             DESCRIPTION OF TABLES

             The tables for the First, Second, Third and Fourth Options are
             based on the 1983a Individual Annuity Mortality table with ages
             set back one year and a net investment rate of 4% per annum. The
             Table for the Fifth Option is based on a net investment rate of 4%
             per annum.


                                     Page 12



<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.

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 in 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.

                                                           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 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 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




<PAGE>

                                                                     EXHIBIT 23


                             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. 33-88786 on Form S-1 for Hartford Life
Insurance Company.


                                                        Arthur Andersen LLP


Hartford, Connecticut
April 6, 1995



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