HARTFORD LIFE INSURANCE CO
10-K/A, 1996-10-28
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                                 FORM 10-K/A
                               AMENDMENT NO. 1
               UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


(Mark one)
    [X]  Annual Report Pursuant to Section 13 or 15 (d) of the Securities
    Exchange Act of 1934 (Fee Required)
         For the fiscal year ended DECEMBER 31, 1995


         OR


    [ ]  Transition report pursuant to Section 13 or 15 (d) of the Securities
    Exchange  Act of 1934 (No Fee Required)
         For the transition period from   ________ to ________.



                        Commission file number : 2-89516
                        HARTFORD LIFE INSURANCE COMPANY


                    Incorporated in the State of Connecticut
                                   06-0974148
                    (I.R.S. Employer Identification Number)


                                 P.O. Box 2999
                        Hartford, Connecticut 06104-2999
                         (Principal Executive Offices)
                        Telephone number  (860) 843-8291


       Securities registered pursuant to Section 12 (b) of the Act: NONE


       Securities registered pursuant to Section 12 (g) of the Act: NONE


Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the
preceding 12 months and (2) has been subject to such filing requirements for the
past 90 days.  Yes X    No ___.


As of March 1, 1996 there were outstanding 1,000 shares of Common Stock, 
$5,690 par value per share, of the registrant, all of which were directly 
owned by Hartford Life and Accident Insurance Company.

The registrant meets the conditions set forth in General Instruction J (1) (a)
and (b) of Form 10-K and is therefore filing this form with the reduced
disclosure format.


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The purpose of this amendment is to add a Subsequent Event Note 10 (Page F-18-
19) to the financial statements. Item 8, as so amended, is set forth in full
below.


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                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                         ANNUAL REPORT FOR 1995 ON FORM 10-K
                                  TABLE OF CONTENTS


    ITEM                                                                 PAGE
PART I
1.   Business of Hartford Life Insurance Company*                           3

2.   Properties*                                                            9

3.   Legal Proceedings                                                      9

4.   **

PART II
5.   Market for Hartford Life Insurance Company's Common Stock and Related
Stockholder Matters                                                        10

6.   **

7.   Management's Narrative Analysis of Results of Operations*             10

8.   Consolidated Financial Statements and Supplementary Data***           11

9.   Disagreements on Accounting and Financial Disclosure                  11

PART III
10.   **

11.   **

12.   **

13.   **

PART IV
14.   Exhibits, Financial Statements, Schedules and Reports on Form 8-K    11

Signatures                                                               II-1

Exhibit Index                                                            II-2


* Item prepared in accordance with General Instruction J(2) of Form 10-K
** Item omitted pursuant to General Instruction J(2) of Form 10-K
***Item included in Form 10-K\A Amendment No. 1

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               INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

Report of  Management                                                     F-1
Report of Independent Public Accountants                                  F-2
Consolidated Statements of Income for the three years
  ended December 31, 1995                                                 F-3
Consolidated Balance Sheets as of December 31, 1995 and 1994              F-4
Consolidated Statements of Stockholder's Equity for the
  three years ended December 31, 1995                                     F-5
Consolidated Statements of Cash Flows for the three years
  ended December 31, 1995                                                 F-6
Notes to Consolidated Financial Statements                      F-7 thru F-19
Summary of Investments (Other than Investments in Affiliates)             S-1
Supplemental Insurance Information                                        S-2
Reinsurance                                                               S-3

All schedules not listed above have been omitted because they are not applicable
or the amounts are insignificant, immaterial or the information has been
otherwise supplied in the financial statements or notes thereto.

                            REPORT OF MANAGEMENT

The management of Hartford Life Insurance Company and subsidiaries is
responsible for the preparation and integrity of the information contained in
the accompanying consolidated financial statements and other sections of the
Annual Report.  The consolidated financial statements are prepared in accordance
with generally accepted accounting principles, and, where necessary, include
amounts that are based on  management's informed judgments and estimates.
Management believes these statements present fairly Hartford Life's financial
position and results of operations, and, that any other information contained in
the Annual Report is consistent with the financial statements.

Management has made available Hartford Life's financial records to Arthur
Andersen LLP, independent public accountants, in order for them to perform an
audit of Hartford Life's consolidated financial statements. Their report appears
on Page F-2.

An essential element in meeting management's responsibilities is Hartford Life's
system of internal controls. These controls, which include accounting controls
and the internal auditing program, are designed to provide reasonable assurance
that assets are safeguarded, and transactions are properly authorized, executed
and recorded.  The controls, which are documented and communicated to employees
in the form of written codes of conduct and policies and procedures, provide for
the careful selection of personnel and for appropriate division of
responsibility.  Management continually monitors for compliance, while Hartford
Life's internal auditors independently assess the effectiveness of the controls
and make recommendations for improvement. Also, Arthur Andersen LLP took into
consideration Hartford Life's system of internal controls in determining the
nature, timing, and extent of its audit tests.

Another important element is management's recognition of its responsibility for
fostering a strong, ethical climate, thereby ensuring that Hartford Life's
affairs are transacted according to the highest standards of personal and
professional conduct.  Hartford Life  has a long-standing reputation of
integrity in business conduct and utilizes communication and education to create
and fortify a strong compliance culture.

The Audit Committee of the Board of Directors of ITT Hartford, composed of
non-employee directors, meets periodically with the external and internal
auditors to evaluate the effectiveness of the work performed by them in
discharging their respective responsibilities and to ensure their independence
and free access to the Committee.


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                       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, 1995 and 1994, 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, 1995.  These consolidated financial statements and the
schedules referred to below are the responsibility of Hartford Life Insurance
Company's management.  Our responsibility is to express an opinion on these
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, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

As discussed in Note 1 in Notes to Consolidated Financial Statements, Hartford
Life Insurance 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.

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 24, 1996 (except with respect to the matter discussed in Note 10
                  as to which the date is October 18, 1996)


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

<TABLE>
<CAPTION>

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

                                                                FOR THE YEAR ENDED DECEMBER 31,
                                                             --------------------------------------
                                                                 1995          1994          1993
                                                             ----------     ---------   -----------
<S>                                                              <C>           <C>           <C>
REVENUES
  Premiums and other considerations                              $1,487        $1,100          $747
  Net investment income                                           1,328         1,292         1,051
  Net realized (losses) gains                                       (11)            7            16
                                                             ----------     ---------   -----------
                                      TOTAL REVENUES              2,804         2,399         1,814
                                                             ----------     ---------   -----------

BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses                  1,422         1,405         1,046
  Dividends to policyholders                                        675           419           227
  Amortization of deferred policy acquisition costs                 199           145           113
  Other insurance expense                                           317           227           210
                                                             ----------     ---------   -----------
                 TOTAL BENEFITS, CLAIMS AND EXPENSES              2,613         2,196         1,596
                                                             ----------     ---------   -----------

INCOME BEFORE INCOME TAX EXPENSE                                    191           203           218

  Income tax expense                                                 62            65            75
                                                             ----------     ---------   -----------
NET INCOME                                                         $129          $138          $143
                                                             ----------     ---------   -----------
                                                             ----------     ---------   -----------

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

</TABLE>

The accompanying Notes are an integral part of these Consolidated Financial 
Statements.

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                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                           (IN MILLIONS EXCEPT SHARE DATA)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                                                     AS OF DECEMBER 31,
                                                  -----------------------
                                                     1995          1994
                                                  ---------     ---------

                   ASSETS

Investments
  Fixed maturities available for sale,
    at market value (amortized cost of
    $14,440 and $14,464)                            $14,400       $13,429
  Equity securities, at market value
    (cost of $61 and $76)                                63            68
  Mortgage loans, at outstanding balance                265           316
  Policy loans, at outstanding balance                3,381         2,614
  Other investments, at cost                            156           107
                                                  ---------     ---------
                             TOTAL INVESTMENTS       18,265        16,534

Cash                                                     46            20
Premiums and amounts receivable                         165           160
Reinsurance recoverable                               6,221         5,466
Accrued investment income                               394           378
Deferred policy acquisition costs                     2,188         1,809
Deferred income tax                                     420           590
Other assets                                            234            83
Separate account assets                              36,264        22,809
                                                  ---------     ---------
                                  TOTAL ASSETS      $64,197       $47,849
                                                  ---------     ---------
                                                  ---------     ---------
                 LIABILITIES

Future policy benefits                               $2,373        $1,890
Other policyholder funds                             22,598        21,328
Other liabilities                                     1,233         1,000
Separate account liabilities                         36,264        22,809
                                                  ---------     ---------
                             TOTAL LIABILITIES       62,468        47,027
                                                  ---------     ---------
Commitments and contingencies (Note 9)

             SHAREHOLDER'S EQUITY
Common stock
  Authorized 1,000 shares, $5,690 par value
  Issued and outstanding 1,000 shares                     6             6
Additional paid-in capital                            1,007           826
Retained earnings                                       773           644
Unrealized loss on investments, net of tax              (57)         (654)
                                                  ---------     ---------
                    TOTAL STOCKHOLDER'S EQUITY        1,729           822
                                                  ---------     ---------
    TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY      $64,197       $47,849
                                                  ---------     ---------
                                                  ---------     ---------

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The accompanying Notes are an integral part of these Consolidated Financial
Statements.


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                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF SHAREHOLDER'S EQUITY
                                    (IN MILLIONS)
<TABLE>
<CAPTION>

- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  UNREALIZED LOSS         TOTAL
                                                     COMMON        ADDITIONAL        RETAINED     ON INVESTMENTS,    STOCKHOLDER'S
                                                     STOCK      PAID-IN CAPITAL     EARNINGS        NET OF TAX           EQUITY
                                                    -------    ----------------    ----------    ----------------   --------------
<S>                                                     <C>               <C>           <C>                  <C>            <C>
BALANCE, DECEMBER 31, 1992                               $6                $498          $373                  $0             $877
  Net income                                              -                   -           143                   -              143
  Capital contribution                                    -                 180             -                   -              180
  Excess of assets over liabilities
  on reinsurance assumed from affiliate                   -                  (2)            -                   -               (2)
  Change in unrealized loss on investments,
  net of tax                                              -                   -             -                  (5)              (5)
                                                    -------    ----------------    ----------    ----------------   --------------
BALANCE, DECEMBER 31, 1993                                6                 676           516                  (5)           1,193
                                                    -------    ----------------    ----------    ----------------   --------------
  Net income                                              -                   -           138                   -              138
  Capital Contribution                                    -                 150             -                   -              150
  Dividend paid                                           -                   -           (10)                  -              (10)
  Changes in unrealized loss on investments,
  net of tax*                                             -                   -             -                (649)            (649)
                                                    -------    ----------------    ----------    ----------------   --------------
BALANCE, DECEMBER 31, 1994                                6                 826           644                (654)             822
                                                    -------    ----------------    ----------    ----------------   --------------
  Net income                                              -                   -           129                   -              129
  Capital contribution                                    -                 181             -                   -              181
  Change in unrealized loss on investments,
  net of tax                                              -                   -             -                 597              597
                                                    -------    ----------------    ----------    ----------------   --------------
BALANCE, DECEMBER 31, 1995                               $6              $1,007          $773                ($57)          $1,729
                                                    -------    ----------------    ----------    ----------------   --------------
                                                    -------    ----------------    ----------    ----------------   --------------
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

(*) The 1994 change in unrealized loss on investments, net of tax, included an
unrealized gain of $91 due to adoption of SFAS No. 115 as discussed in Note 1(b)
of Notes to Consolidated Financial Statements.

The accompanying Notes are an integral part of these Consolidated Financial
Statements.


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                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN MILLIONS)
<TABLE>
<CAPTION>

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

                                                                              FOR THE YEAR ENDED DECEMBER 31,
                                                                              -------------------------------
                                                                                 1995        1994        1993
                                                                              -------     -------     -------
<S>                                                                            <C>         <C>         <C>
OPERATING ACTIVITIES
  Net income                                                                     $129        $138        $143
  Adjustments to net income:
     Net realized (losses) gains                                                   11          (7)        (16)
     (Decrease) increase in liability to policyholders for realized gains          (3)          5         (15)
     Net amortization of premium on fixed maturities                               21          41           2
     Provision for deferred income taxes                                         (172)       (128)       (121)
     Increase in deferred policy acquisition costs                               (379)       (441)       (292)
     (Increase) decrease in premiums and amounts receivable                       (81)         10         (28)
     Increase in accrued investment income                                        (16)       (106)         (4)
     (Increase) decrease in other assets                                         (177)        101         (36)
     (Increase) decrease in reinsurance recoverable                               (35)         75        (121)
     Increase in liability for future policy benefits                             483         224         360
     Increase in other liabilities                                                281         191         176
                                                                              -------     -------     -------
                                     CASH PROVIDED BY OPERATING ACTIVITIES         62         103          48
                                                                              -------     -------     -------

INVESTING ACTIVITIES
  Purchases of fixed maturities investments                                    (6,228)     (9,127)    (12,406)
  Proceeds from sales of fixed maturities investments                           4,848       5,708       8,813
  Maturities and principal paydowns of fixed maturities investments             1,741       1,931       2,596
  Net purchases of other investments                                             (871)     (1,338)       (206)
  Net (purchases)/sales of short-term investments                                 (24)        135        (564)
                                                                              -------     -------     -------
                                        CASH USED FOR INVESTING ACTIVITIES       (534)     (2,691)      1,767)
                                                                              -------     -------     -------

FINANCING ACTIVITIES
  Net receipts from investment and UL-type contracts credited to
     policyholder account balances                                                498       2,467       1,513
  Capital contribution                                                              0         150         180
  Dividends paid                                                                    0         (10)          0
                                                                              -------     -------     -------
                                     CASH PROVIDED BY FINANCING ACTIVITIES        498       2,607       1,693
                                                                              -------     -------     -------
NET INCREASE (DECREASE) IN CASH                                                    26          19         (26)
  Cash at beginning of year                                                        20           1          27
                                                                              -------     -------     -------
CASH AT END OF YEAR                                                               $46         $20          $1
                                                                              -------     -------     -------
                                                                              -------     -------     -------
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------

</TABLE>

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

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                   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 and its wholly-owned subsidiaries ("Hartford Life" or the
    "Company"), ITT Hartford Life and Annuity Insurance Company ("ILA") and ITT
    Hartford International Life Reassurance Corporation ("HLRe"), formerly
    American Skandia Life Reinsurance Corporation.  Hartford Life is a 
    wholly-owned subsidiary of Hartford Life and Accident Insurance Company 
    ("HLA"). Hartford Life is ultimately owned by Hartford Fire Insurance 
    Company ("Hartford Fire"), which is ultimately owned by ITT Hartford 
    Group, Inc. ("ITT Hartford"), formerly a subsidiary of ITT Corporation 
    ("ITT").  On December 19, 1995, ITT Corporation distributed all of the 
    outstanding shares of ITT Hartford Group to ITT Corporation shareholders 
    of record in an action known herein as the "Distribution". As a result 
    of the Distribution, ITT Hartford became an independent, publicly traded 
    company. 

    The preparation of financial statements, in conformity with generally
    accepted accounting principles, requires management to make estimates and
    assumptions that affect the reported amounts of assets and liabilities and
    disclosure of contingent assets and liabilities at the date of the
    financial statements and the reported amounts of revenues and expenses
    during the reporting period.  Actual results could differ from those
    estimates. The Company offers life, annuity, pension, and disability
    insurance products. These products are distributed and marketed by multiple
    distribution channels which include broker-dealers, agents and banks, as
    well as a captive sales force. Hartford Life conducts business primarily in
    the United States and is licensed to write business in all 50 states. The
    Company is headquartered in Simsbury, Connecticut and has 3,045 direct
    employees. 
 
    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.

    (b)  CHANGES IN ACCOUNTING PRINCIPLES
    Effective January 1, 1994, Hartford Life adopted Statement of Financial
    Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments
    in Debt and Equity Securities".  The new standard requires, among other
    things, that securities be classified as "held-to-maturity", 
    "available-for-sale" or "trading" based on Hartford Life'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 and continue to be 
    recorded at fair value with the corresponding impact included in 
    Stockholder's Equity.  Under SFAS No. 115,  Hartford Life'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 investments, 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.
    Hartford Life's cash flows were not impacted by this change in 
    accounting principle.

    (c)  REVENUE RECOGNITION
    Revenues for universal life policies and investment products consist of
    policy charges for the cost of insurance, 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.  


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    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. 
    Other policyholder funds which represent liabilities for universal life
    insurance and investment products reflect policy account balances before
    applicable surrender charges.

    (e)  POLICYHOLDER REALIZED GAINS AND LOSSES
    Realized gains and losses on security transactions associated with Hartford
    Life'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
    Hartford Life's investments in fixed maturities include bonds, redeemable
    preferred stock and commercial paper which are classified as 
    "available-for-sale" and accordingly are carried at market value with the 
    after-tax difference from cost reflected as a component of Stockholder's 
    Equity designated "Unrealized loss on investments, net of tax". Equity 
    securities, which include common and non-redeemable preferred 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
    Hartford Life uses a variety of derivative financial instruments including,
    swaps, caps, floors, options, forwards and exchange traded financial
    futures as part of an overall risk management strategy.  These instruments
    are used as a means of hedging exposure to price, foreign currency and/or
    interest rate risk on planned investment purchases or existing assets and
    liabilities. Hartford Life does not hold or issue derivative financial
    instruments for trading purposes. Hartford Life's accounting for derivative
    financial instruments used to manage risk is in accordance with the
    concepts established in SFAS No. 80, "Accounting for Futures Contracts,"
    SFAS No. 52 , "Foreign Currency Translation", American Institute of
    Certified Public Accountants Statement of Position 86-2, "Accounting for
    Options" and various Emerging Issues Task Force pronouncements. Written
    options are in all cases used in conjunction with other assets and
    derivatives as part of an overall risk management strategy.  Derivative
    instruments are carried at values consistent with the asset or liability
    being hedged.  Derivatives used to hedge fixed maturities or equities are
    carried at fair value with the after-tax difference from cost reflected in
    Stockholder's Equity.  Derivatives used to hedge other invested assets or
    liabilities are carried at cost.

    Derivatives, used as part of a risk management strategy, must be designated
    at inception as a hedge and measured for effectiveness both at inception
    and on an ongoing basis. Hartford Life'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. Derivatives used to create a synthetic asset
    must meet synthetic accounting criteria including designation at inception
    and consistency of terms between the synthetic and the instrument being
    replicated.  Synthetic instrument accounting, consistent with industry
    practice, provides that the synthetic asset is accounted for like the
    financial instrument it is intended to replicate. Derivatives which fail to
    meet risk management criteria are marked to market with the impact
    reflected in the Consolidated Statements of Income.
<PAGE>
                                                                         Page 12
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    Gains or losses on financial futures contracts entered into 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 futures are closed, except for  futures used in duration hedging
    which are deferred and basis adjusted on a quarterly basis.  The basis
    adjustments are amortized into investment  income over the remaining asset
    life.  

    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 Consolidated Statements of Income as a
    component of net investment income.

    The cost of options entered into as part of a risk management strategy are
    basis adjusted to the underlying asset or liability and amortized over the
    remaining life of the hedge. Gains or losses on expiration or termination
    are adjusted into the basis of the underlying asset or liability and
    amortized over the remaining asset life. 

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

    Premiums paid on purchased floor or cap agreements and the premium received
    on issued floor or cap  agreements (used for risk management) are adjusted
    into the basis of the applicable asset and amortized over the asset life. 
    Gains or losses on termination of such positions are adjusted into the
    basis of the asset or liability and amortized over the remaining asset
    life.  Net payments are recognized as an adjustment to income or basis
    adjusted and amortized depending on the specific hedge strategy.

    Forward exchange contracts and foreign currency swaps are accounted for in
    accordance with SFAS No. 52.

    (i)  RELATED PARTY TRANSACTIONS
    Transactions of Hartford Life 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
    Hartford Life to fund pension costs and claim annuities to settle casualty
    claims.

    On June 30, 1995, the assets of Lyndon Insurance Company ("Lyndon") were
    contributed to ILA.  As a result, ILA received approximately $365 in fixed
    maturities, equity securities and cash, $26 in receivables, $187 of current
    tax liability, $20 in deferred tax liability, and $3 of other liabilities.
    The excess of assets over liabilities of $181 were recorded as an increase
    to paid-in capital. 

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

    The rent paid to Hartford Fire for the space occupied by Hartford Life was
    $3 in 1995, 1994, and 1993 respectively.  Hartford Life expects to pay rent
    of $3 in 1996, 1997, 1998, 1999, and 2000, respectively and $57 thereafter,
    over the contract life of the lease.

    (j) DIVIDENDS TO POLICYHOLDERS 
    Dividends to policyholders primarily represent those amounts paid to
    corporate owned life insurance ("COLI") policyholders. These dividend
    liabilities, which appear as other policyholder funds on the 
    Consolidated Balance Sheets, are recorded when approved by the board of
    directors.

    See Note (4) for the related party coinsurance agreements.
<PAGE>
                                                                         Page 13
- --------------------------------------------------------------------------------


2.  INVESTMENTS
    (a) COMPONENTS OF NET INVESTMENT INCOME
    ---------------------------------------------------------------------------
                                                     YEAR ENDED DECEMBER 31,
                                                  -----------------------------
                                                   1995      1994      1993   
                                                  --------  --------  --------

    Interest income                                 $1,338    $1,247    $1,007
    Income from other investments                        1        54        53
                                                  --------  --------  --------
                        GROSS INVESTMENT INCOME      1,339     1,301     1,060

    Less: Investment expenses                           11         9         9
                                                  --------  --------  --------
                          NET INVESTMENT INCOME     $1,328    $1,292    $1,051
                                                  --------  --------  --------
                                                  --------  --------  --------
    ---------------------------------------------------------------------------

    (b) UNREALIZED GAINS/(LOSSES) ON EQUITY SECURITIES
    ---------------------------------------------------------------------------

                                                       AS OF DECEMBER 31,
                                                  -----------------------------
                                                   1995      1994      1993   
                                                  --------  --------  --------
    Gross unrealized gains                              $4        $2        $3
    Gross unrealized losses                             (2)      (11)      (11)
    Deferred income tax expense/(benefit)                1        (3)       (3)
                                                  --------  --------  --------
        NET UNREALIZED GAINS (LOSSES) AFTER TAX          1        (6)       (5)

Balance at the beginning of the year                    (6)       (5)        0
                                                  --------  --------  --------
        CHANGE IN NET UNREALIZED GAINS (LOSSES)
                           ON EQUITY SECURITIES         $7       ($1)      ($5)
                                                  --------  --------  --------
                                                  --------  --------  --------

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

(c) UNREALIZED GAINS/(LOSSES) IN FIXED MATURITIES
    ---------------------------------------------------------------------------
                                                       AS OF DECEMBER 31,
                                                  -----------------------------
                                                   1995      1994      1993   
                                                  --------  --------  --------
    Gross unrealized gains                            $529      $150      $538
    Gross unrealized losses                           (569)   (1,185)     (290)
    Unrealized (losses)/gains credited to
    policyholders                                      (52)       37         0
    Deferred income tax (benefit)/expense              (34)     (350)       87

                                                  --------  --------  --------
        NET UNREALIZED (LOSSES) GAINS AFTER TAX        (58)     (648)      161

    Balance at the beginning of the year              (648)      161       144
                                                  --------  --------  --------
        CHANGE IN NET UNREALIZED GAINS (LOSSES)
                            ON FIXED MATURITIES       $590     ($809)      $17
                                                  --------  --------  --------
                                                  --------  --------  --------

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

    (d) COMPONENTS OF NET REALIZED GAINS/(LOSSES)
    ---------------------------------------------------------------------------
                                                     YEAR ENDED DECEMBER 31,
                                                  -----------------------------
                                                   1995      1994      1993   
                                                  --------  --------  --------
    Fixed maturities                                   $23      ($34)     ($12)
    Equity securities                                   (6)      (11)        0
    Real estate and other                              (25)       47        43
    Less: (decrease)/increase in liability
      to policyholders for realized gains               (3)        5       (15)
                                                  --------  --------  --------
                    NET REALIZED (LOSSES) GAINS       ($11)       $7       $16
                                                  --------  --------  --------
                                                  --------  --------  --------
    ---------------------------------------------------------------------------


<PAGE>
                                                                         Page 14
- --------------------------------------------------------------------------------
   (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, 1995 :

                                SUMMARY OF INVESTMENTS
                               AS OF DECEMBER 31, 1995
                                  (CARRYING AMOUNT)
<TABLE>
<CAPTION>

                                                                   CAPS, FLOORS & OPTIONS                                  FOREIGN
                               CARRYING                    ------------------------------------------                      CURRENCY
                                VALUE     NON-DERIVATIVE        ISSUED (b)   PURCHASED(c)    FUTURES (d)      SWAPS (f)     SWAPS
                               --------   --------------      ------------   ------------   ------------   ------------  -----------
<S>                            <C>        <C>                 <C>            <C>            <C>            <C>           <C>
Asset-backed securities          $5,764         $5,752                 ($1)           $30             $0           ($17)        $0
Inverse floaters (a)                711            794                 (30)            16              0            (69)         0
Anticipatory (e)                      0              0                   0              0              0              0          0
                                 ------         ------               ------         ------        ------         ------     ------
TOTAL ASSET-BACKED SECURITIES     6,475          6,546                 (31)            46              0            (86)         0

Other bonds and notes             7,118          7,165                  (1)             0              0            (22)       (24)
Short-term investments              807            807                   0              0              0              0          0
                                 ------         ------               ------         ------        ------         ------     ------
       TOTAL FIXED MATURITIES    14,400         14,518                 (32)            46              0           (108)       (24)

Other investments                 3,865          3,865                   0              0              0              0          0
                                 ------         ------               ------         ------        ------         ------     ------
            TOTAL INVESTMENTS   $18,265        $18,383                ($32)           $46             $0          ($108)      ($24)
                                 ------         ------               ------         ------        ------         ------     ------
                                 ------         ------               ------         ------        ------         ------     ------
</TABLE>

                             SUMMARY OF INVESTMENTS
                             AS OF DECEMBER 31, 1995
                                (NOTIONAL AMOUNT)
                           (EXCLUDING LIABILITY HEDGES)

<TABLE>
<CAPTION>

                                                 CAPS, FLOORS & OPTIONS                              FOREIGN
                                     NOTIONAL    ----------------------                              CURRENCY
                                     AMOUNT     ISSUED (b) PURCHASED (c)   FUTURES (d)   SWAPS (f)    SWAPS
                                     --------    ---------  ------------    ----------    --------   ---------
<S>                                  <C>         <C>        <C>             <C>           <C>        <C>
Asset-backed securities                $3,863         $118        $3,133          $322        $290          $0
Inverse floaters (a)                    1,601          560           354             6         681           0
Anticipatory (e)                          238            0             0           213          25           0
                                     --------    ---------     ---------      --------     -------     -------
  TOTAL ASSET-BACKED SECURITIES         5,702          678         3,487           541         996           0

Other bonds and notes                   1,365           33            66           322         757         187
Short-term investments                      0            0             0             0           0           0
                                     --------    ---------     ---------      --------     -------     -------
         TOTAL FIXED MATURITIES         7,067          711         3,553           863       1,753         187

Other investments                          18            0             0             0          18           0
                                     --------    ---------     ---------      --------     -------     -------
              TOTAL INVESTMENTS        $7,085         $711        $3,553          $863      $1,771        $187
                                     --------    ---------     ---------      --------     -------     -------
                                     --------    ---------     ---------      --------     -------     -------
</TABLE>

(a) Inverse floaters, 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, Hartford Life uses a variety of 
    derivative instruments, primarily interest rate swaps and issued floors.

(b) Includes issued caps $475 with a weighted average strike rate of 8.5% 
    (ranging from 7.0% to 10.4%) and over 85% mature in 2000 through 2004.
    Issued floors totaled $236, have a weighted average strike rate of 8.1%  
    (ranging from 5.3% to 10.9%) and mature through 2007 with 76% maturing by 
    2004.

(c) Comprised of purchased floors of $1.8 billion and purchased caps of $1.7 
    billion. The floors have a weighted average strike price of 5.8% (ranging 
    from 3.7% to 6.8%) and over 85% mature in 1997 through 1999.  The caps 
    have a weighted average strike price of 7.5% (ranging from 4.5% and 10.1%) 
    and over 82% mature in 1997 through 1999.

(d) Over 95% of futures contracts expire before December 31, 1996.

(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

<PAGE>
                                                                        Page 15
- -------------------------------------------------------------------------------

    to the purchased asset.  At December 31, 1995, there were $5.3 in net 
    deferred losses for futures, interest rate swaps and purchased options.

(f) The following table summarizes the maturities by notional value of 
    interest rate swaps outstanding at December 31, 1995 and the related 
    weighted average interest pay rate or receive rate assuming current market 
    conditions:

                       MATURITY OF SWAPS ON INVESTMENTS
                           AS OF DECEMBER 31, 1995

<TABLE>
<CAPTION>
                                                                                                    LAST
                                          1996   1997   1998   1999   2000   THEREAFTER     TOTAL   MATURITY
                                          ----   ----   ----   ----   ----   ----------     -----   --------
<S>                                       <C>    <C>    <C>    <C>    <C>    <C>            <C>     <C>
INTEREST RATE SWAPS
 PAY FIXED/RECEIVE VARIABLE
   Notional Value                           $15    $50     $0   $453    $31         $229      $778      2004
   Weighted Average Pay Rate               5.0%   7.2%   0.0%   8.1%   7.1%         7.8%      7.8%
   Weighted Average Receive Rate           5.8%   5.9%   0.0%   5.8%   5.7%         5.9%      5.9%

 PAY VARIABLE/RECEIVE FIXED
   Notional Value                          $100    $68    $25     $25    $35        $190      $443      2007
   Weighted Average Pay Rate               5.9%   8.6%   5.9%    0.0%   5.9%        5.4%      5.4%
   Weighted Average Receive Rate           2.4%   7.9%   4.0%    0.0%   6.5%        6.9%      6.9%

 PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
   Notional Value                           $50    $18    $36     $12    $200       $234      $550      2004
   Weighted Average Pay Rate               5.8%   0.0%   3.7%    3.5%    4.5%      16.3%      5.7%
   Weighted Average Receive Rate           5.4%   0.0%   5.6%    5.2%    6.8%       5.9%      6.4%

TOTAL INTEREST RATE SWAPS                  $165   $136    $61    $490    $266       $653    $1,771      2007
   WEIGHTED AVERAGE PAY RATE               5.8%   7.8%   4.6%    7.6%    5.0%       7.3%      6.9%
   WEIGHTED AVERAGE RECEIVE RATE           3.6%   7.2%   4.9%    5.4%    6.6%       6.3%      5.8%
</TABLE>

(g) The following table reconciles the derivative notional amounts by 
    derivative type and by strategy:

<TABLE>
<CAPTION>
                                              BY DERIVATIVE TYPE
                           ---------------------------------------------------------------
                                12/31/94                    MATURITIES/       12/31/95
                           NOTIONAL AMOUNT    ADDITIONS    TERMINATIONS    NOTIONAL AMOUNT
                           ---------------    ---------    ------------    ---------------
<S>                        <C>                <C>          <C>             <C>

Caps                              $1,861        $2,666          $2,343             $2,184
Floors                             2,131           237             188              2,180
Swaps/Collars/Forwards/Options     4,374         1,355           2,163              3,566
Futures                              253         6,125           5,515                863
                                 -------       -------         -------             ------
              TOTAL               $8,619       $10,383         $10,209             $8,793
                                 -------       -------         -------             ------
                                 -------       -------         -------             ------

- -----------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------
                                                      BY STRATEGY
                           ---------------------------------------------------------------
                                12/31/94                    MATURITIES/       12/31/95
                           NOTIONAL AMOUNT    ADDITIONS    TERMINATIONS    NOTIONAL AMOUNT
                           ---------------    ---------    ------------    ---------------
<S>                        <C>                <C>          <C>             <C>
Liability                           $1,725        $729            $746            $1,708
Anticipatory                           626       1,564           1,952               238
Asset                                3,048       3,153           3,217             2,984
Portfolio                            3,220       4,937           4,294             3,863
                                   -------     -------         -------            ------
              TOTAL                 $8,619     $10,383         $10,209            $8,793
                                   -------     -------         -------            ------
                                   -------     -------         -------            ------
</TABLE>

     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

<PAGE>

                                                                        Page 16
- -------------------------------------------------------------------------------

     amount of the liability agreements in which Hartford Life generally pays
     one variable rate in exchange for another, was $1.7 billion at December 31,
     1995 and 1994 respectively.  The weighted average pay rate is 5.9%; the 
     weighted average receive rate is 6.0% , and these agreements mature at 
     various times through 2001.

(f)  CONCENTRATION OF CREDIT RISK
     Hartford Life has a reinsurance recoverable of $5.6 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 Hartford 
     Life as sole beneficiary.  Excluding investments in U.S. government and 
     agencies, Hartford Life has no other significant concentrations of credit 
     risk.

     Included in fixed maturity investments at December 31, 1995 were $39 of 
     Orange County, California Pension Obligation Bonds, $17 of which were 
     carried in the general account and $22 which were included in Hartford 
     Life's guaranteed separate accounts. During 1995 all interest payments 
     due were received.  While Orange County is currently operating under 
     Protection of Chapter 9 of the Federal Bankruptcy Laws, Hartford Life 
     believes the bonds are not impaired other than on a temporary basis.

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


<TABLE>
<CAPTION>
                                                  AS OF DECEMBER 31, 1995
                                          -----------------------------------------
                                                        GROSS UNREALIZED
                                          AMORTIZED     ----------------       MARKET
                                             COST       GAINS     LOSSES       VALUE
                                          ---------     -----     ------       -------
<S>                                       <C>           <C>       <C>          <C>

U.S. Government and government
 agencies and authorities:
  Guaranteed and sponsored                     $502        $4        ($9)         $497
  Guaranteed and sponsored - asset backed     3,568       210       (387)        3,391

States, municipalities and political
 subdivisions                                   201         4         (3)          202
International governments                       291        19         (4)          306
Public utilities                                949        29         (2)          976
All other corporate - asset backed            3,065        76        (55)        3,086
All other corporate                           5,056       187       (109)        5,134
Short-term investments                          808         0          0           808

                                            -------      ----      -----       -------
                       TOTAL INVESTMENTS    $14,440      $529      $(569)      $14,400
                                            -------      ----      -----       -------
                                            -------      ----      -----       -------
</TABLE>

<PAGE>

                                                                        Page 17
- -------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                  AS OF DECEMBER 31, 1994
                                          -----------------------------------------
                                                        GROSS UNREALIZED
                                          AMORTIZED     ----------------       MARKET
                                             COST       GAINS     LOSSES       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 - asset backed            2,442        30       (121)        2,351
All other corporate                           3,717        38       (297)        3,458
Short-term investments                        1,665         0        (51)        1,614

                                            -------      ----    -------       -------
                       TOTAL INVESTMENTS    $14,464      $150    ($1,185)      $13,429
                                            -------      ----    -------       -------
                                            -------      ----    -------       -------
</TABLE>
<PAGE>
                                                                        Page 18
- -------------------------------------------------------------------------------

     The amortized cost and estimated fair value of fixed maturities at 
     December 31, 1995, by maturity, are shown below.  Asset backed securities 
     are distributed to maturity year based on estimates of the rate of 
     future prepayments of principal over the remaining life of the securities.
     Expected maturities differ from contractual maturities reflecting the 
     borrowers' rights to call or prepay their obligations. 

                                             AMORTIZED        MARKET
                                                COST           VALUE
                                             ---------        ------
     Due in on year or less                     $3,146        $3,133
     Due after one year through five years       6,373         6,316
     Due after five years through ten years      3,609         3,644
     Due after ten years                         1,312         1,307
                                                ------        ------
                                  TOTAL        $14,440       $14,400
                                                ------        ------
                                                ------        ------

     Sales of  fixed maturities excluding short-term fixed maturities for the 
     years ended December 31, 1995, 1994, and 1993 resulted in proceeds of 
     $4,848,  $5,708,  and $8,813, respectively, resulting in gross realized 
     gains of $91, $71, and $192, respectively, and gross realized losses of 
     $72, $100, and $219, respectively, not including policyholder gains and 
     losses.  Sales of equity securities and other investments for the years 
     ended December 31, 1995, 1994, and 1993 resulted in proceeds of $64, $159, 
     and $127, respectively, resulting in gross realized gains of $28, $3, 
     and $0, respectively, and gross realized losses of $59, $14, $0, 
     respectively, not including policyholder gains and losses.

(h)  FAIR VALUE OF FINANCIAL INSTRUMENTS


                              AS OF DECEMBER 31, 1995  AS OF DECEMBER 31, 1994
                              -----------------------  -----------------------
                                CARRYING       FAIR      CARRYING       FAIR
                                 AMOUNT        VALUE      AMOUNT        VALUE
                                --------       -----     --------       -----

ASSETS
 Fixed maturities                $14,400     $14,400      $13,429     $13,429
 Equity securities                    63          63           68          68
 Policy loans                      3,381       3,381        2,614       2,614
 Mortgage loans                      265         265          316         316
 Investments in partnerships
  and trusts                          94          97           36          42
 Miscellaneous                        62          62           67          67

LIABILITIES
 Other policy claims and 
  benefits                       $12,727     $12,767      $13,001      $12,374

     The following methods and assumptions were used to estimate the fair value 
     of each class of financial instrument: fair value for fixed maturities 
     and equity securities approximate those quotations published by applicable 
     stock exchanges or are received from other reliable sources; 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. 

<PAGE>
                                                                        Page 19
- -------------------------------------------------------------------------------

3.  INCOME TAX 

     Hartford Life is included in ITT Hartford Group's  consolidated
     U.S. Federal income tax return and remits to (receives from) ITT
     Hartford Group a current income tax provision (benefit) computed in
     accordance with the tax sharing arrangements between its insurance
     subsidiaries.  The effective tax rate was 32% in 1995 and 1994, and
     approximates the U.S. statutory tax rate of 35% in 1993. 

     The provision for income taxes was as follows:

                                 FOR THE YEARS ENDED DECEMBER 31,
                                 --------------------------------
                                  1995        1994         1993
                                  ----        ----         ----
     INCOME TAX EXPENSE

       Current                    $211        $185         $190
       Deferred                   (149)       (120)        (115)
                                  ----        ----         ----
                      TOTAL        $62         $65          $75
                                  ----        ----         ----
                                  ----        ----         ----

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

     INCOME TAX PROVISION

       Tax provision at U.S. 
        statutory rate             $67         $71          $76
       Tax-exempt income            (3)         (3)           0
       Foreign tax credit           (4)         (1)           0
       Other                         2          (2)          (1)
                                  ----        ----         ----
        PROVISION FOR INCOME TAX   $62         $65          $75
                                  ----        ----         ----
                                  ----        ----         ----

     Income taxes paid  were $162, $244, and $301 in 1995, 1994, and 1993 
     respectively.  The current taxes due from Hartford Fire were $8 and $46 
     in 1995 and 1994, respectively.

     Deferred tax assets (liabilities) include the following:

                                                DECEMBER 31,
                                                ------------
                                              1995        1994
                                              ----        ----
     Tax deferred acquisition costs           $410        $284
     Book deferred acquisition costs
      and reserves                             138        (134)
     Employee benefits                           8           7
     Unrealized net loss on investments         32         353
     Investments and other                    (168)         80
                                              ----        ----
                                              $420        $590
                                              ----        ----
                                              ----        ----


     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, 1995 was $37.

4.  REINSURANCE

     Hartford Life cedes insurance to non-affiliated insurers in order
     to limit its maximum loss.  Such transfer does not relieve Hartford
     Life of its primary liability.  Hartford Life 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:

                                          YEAR ENDED DECEMBER 31,
                                          -----------------------
                                       1995        1994         1993
                                       ----        ----         ----

     Gross premiums                   $1,545      $1,316       $1,135
     Insurance assumed                   591         299           93
     Insurance ceded                     649         515          481
                                      ------      ------        ------
          NET RETAINED PREMIUMS       $1,487      $1,100         $747
                                      ------      ------        ------
                                      ------      ------        ------
<PAGE>
                                                                        Page 20
- -------------------------------------------------------------------------------

     Life reinsurance recoveries, which reduced death and other
     benefits, for the years ended December 31, 1995, 1994 and 1993
     approximated $220, $164, and $149, respectively.

     In December 1994, Hartford Life assumed from a third party
     approximately $500 of corporate owned life insurance reserves on a
     coinsurance basis. In December 1995, this block of business was
     reinsured to HLRe utilizing modified coinsurance, with the assets
     and policy liabilities placed in a separate account. In October
     1994, HLRe recaptured approximately $500 of corporate owned life
     insurance from a third party reinsurer.  Subsequent to this
     transaction, Hartford Life and HLRe restructured their coinsurance
     agreement from coinsurance to modified coinsurance, with the assets
     and policy liabilities placed in the separate account. These
     transactions did not have a material impact on consolidated net income.

     Also in December 1994, ILA ceded to a third party $1.0 billion in
     individual fixed and variable annuities on a modified coinsurance
     basis. In December 1995, Hartford Life ceded approximately $1.2
     billion in individual variable annuities on a modified coinsurance
     basis to a third party. These transactions did not have a material
     impact on consolidated net income.

     In May 1994, Hartford Life assumed the life insurance policies and
     the individual annuities of Pacific Standard with reserves and
     account values of approximately $400.  Hartford Life received cash
     and investment grade assets  to support the life insurance and
     individual annuity contract obligations assumed.

     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 Hartford Life increased approximately $1
     billion.  The excess of liabilities assumed over assets received,
     of $2, was recorded as a decrease to capital surplus. The remaining
     $41 in assets and liabilities were transferred in October 1995. 
     The impact on consolidated net income was not significant.

     In August 1993, Hartford Life received assets of $300 for assuming
     the group COLI contract obligations of Mutual Benefit Life
     Insurance Company, through an assumption reinsurance transaction. 
     Under the terms of the agreement, Hartford Life coinsured back 75%
     of the liabilities to Mutual Benefit Life Insurance Company.  All
     assets supporting Mutual Benefit's reinsurance liability to
     Hartford Life are placed in a "security trust", with Hartford Life
     as the sole beneficiary.  The impact on 1993 consolidated net
     income was not significant.

5.   PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
     Hartford Life'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. 
     Hartford Life'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 Hartford Life's group
     pension contracts. The cost to Hartford Life was approximately $2,
     $2, and $3 in 1995, 1994 and 1993, respectively.

     Hartford Life provides certain health care and life insurance
     benefits for eligible retired employees. A substantial portion of
     Hartford Life's employees may become eligible for these benefits
     upon retirement. Hartford Life's contribution for health care
     benefits will depend on the retiree's date of retirement and years
     of service. In addition, the plan has a defined dollar cap which
     limits average company contributions.  Hartford Life 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 were immaterial for
     1995, 1994, and 1993 respectively.

     The assumed rate of future increases in the per capita cost of
     health care (the health care trend rate) was 10.1% for 1995,
     decreasing ratably to 6.0% 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. 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.

<PAGE>
                                                                        Page 21
- -------------------------------------------------------------------------------

6.   Business Segment Information

                                            YEAR ENDED DECEMBER 31,
                                            -----------------------
                                         1995        1994         1993
                                         ----        ----         ----
     REVENUES
       Individual Life and Annuity       $797        $691         $595
       Asset Management Services          734         789          794
       Specialty Insurance Operations   1,273         919          425
                                        -----       -----        -----
                  TOTAL REVENUES       $2,804      $2,399       $1,814
                                        -----       -----        -----
                                        -----       -----        -----
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------

                                            YEAR ENDED DECEMBER 31,
                                            -----------------------
                                         1995        1994         1993
                                         ----        ----         ----
    INCOME BEFORE INCOME TAX EXPENSE
       Individual Life and Annuity       $236        $139         $129
       Asset Management Services          (79)         38           71
       Specialty Insurance Operations      34          26           18
                                        -----       -----        -----
         TOTAL INCOME BEFORE INCOME
          TAX EXPENSE                    $191        $203         $218
                                        -----       -----        -----
                                        -----       -----        -----

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

                                             AS OF DECEMBER 31,
                                            -------------------
                                         1995        1994         1993
                                         ----        ----         ----
    IDENTIFIABLE ASSETS
       Individual Life and Annuity     $36,741     $26,668       $19,147
       Asset Management Services        13,962      13,334        12,416
       Specialty Insurance Operations   13,494       7,847         6,723
                                        ------      ------        ------
         TOTAL IDENTIFIABLE ASSETS     $64,197     $47,849       $38,286
                                       -------     -------       -------
                                       -------     -------       -------

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:

                                  1995    1994    1993
                                  ----    ----    ----
     Statutory net income         $112     $58     $63

     Statutory surplus          $1,125    $941    $812


8.   Separate Accounts
     Hartford Life maintains separate account assets and liabilities
     totaling $36.3 billion and $22.8 billion at December 31, 1995 and
     1994, respectively which are reported at fair value.  Separate
     account assets are segregated from other investments and investment
     income and gains and losses accrue directly to the policyholder. 
     Separate accounts reflect two categories of risk assumption:  
     non-guaranteed separate accounts totaling $25.9 billion and $14.8
     billion at December 31, 1995 and 1994, respectively, wherein the
     policyholder assumes the investment risk, and guaranteed separate
     account assets totaling $10.4 billion and $8.0 billion at December
     31, 1995 and 1994, respectively, wherein Hartford Life
     contractually guarantees either a minimum return or account value
     to the policyholder.  Included in the non-guaranteed category are
     policy loans totaling $1.7 billion and $0.5 billion at December 31,
     1995 and 1994, respectively.  Investment income (including
     investment gains and losses) and interest credited to policyholders
     on separate account assets are not reflected in the Consolidated
     Statements of Income.  Separate account management fees, net of
     minimum guarantees, were $387, $256, and $189, in 1995, 1994, and
     1993, respectively.
<PAGE>
                                                                        Page 22
- -------------------------------------------------------------------------------

     The guaranteed separate accounts include modified guaranteed
     individual annuity, and modified guaranteed life insurance.  The
     average credit interest rate on these contracts is 6.62%.  The
     assets that support these liabilities were comprised of $10.4
     billion in bonds at December 31, 1995.  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 totaled $133 in carrying value and $2.7 billion in notional
     amounts at December 31, 1995. 

9.   Commitments and Contingencies
     In August 1994, Hartford Life renewed a two year note purchase
     facility agreement which in certain instances obligates Hartford
     Life to purchase up to $100 in collateralized notes from a third
     party.  Hartford Life is receiving fees for this commitment.  At
     December 31, 1995, Hartford Life had not purchased any notes under
     this agreement.

     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 Hartford Life 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.  Hartford Life paid guaranty fund
     assessments of approximately $10, $8 and $6 in 1995, 1994, and
     1993, respectively.

     Hartford Life 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 Hartford Life.

SUBSEQUENT EVENTS

     Prior to 1996, Closed Book GRC was reported as a component of the
     Asset Management Services Division of the Life segment.  The
     majority of products included in Closed Book GRC are guaranteed
     investment contracts with guaranteed fixed or indexed rates for a
     specific period.  In 1996, Closed Book GRC is reported as a
     component of Runoff Operations and had no new or  renewal business
     as of the end of 1995.  Closed Book GRC results have been
     negatively affected by lower investment rates and earnings on
     mortgage backed securities due to prepayments experienced in excess
     of assumed levels in years prior to 1995.  Closed Book GRC was also
     affected by the interest rate rise in 1994 when the duration of its
     assets lengthened relative to that of the liabilities.  Due to the
     reduced investment earnings and duration mismatch, the portfolio
     had insufficient assets to fund fully its liability commitments. 
     During the third quarter of 1996, the Life segment transferred
     assets in the amount of $200 million (unaudited) to the Runoff
     segment to adequately fund Closed Book GRC so that future cash
     infusions would be minimal.

     Although the Closed Book GRC asset portfolio as a whole is duration
     matched with its liabilities, certain investments continue to have
     a longer maturity than their corresponding liabilities and will
     need to be liquidated prior to maturity in order to meet the
     specific liability commitments.  To protect the existing value of
     these investments, Hartford Life entered into various hedge
     transactions in late September 1996 which substantially eliminated
     further fluctuation in fair value of the investments due to
     interest rate changes.

     ITT Hartford's accounting policy is to record an other than
     temporary impairment charge on a security if it is determined that
     the Company is unable to recover all amounts due under the
     contractual obligations of the security.  In addition, ITT Hartford
     has established specific criteria to be used in the impairment
     evaluation of an individual portfolio of assets.  Specifically, if
     the asset portfolio is supporting a runoff operation, is forced to
     be liquidated prior to maturity to meet liability commitments, and
     has a fair value below amortized cost, which will not materially
     fluctuate as a result of future interest rate changes, then an
     other temporary impairment has been determined to have occurred. 
     Once an impairment charge has been recorded, ITT Hartford continues
     to review the impaired securities for appropriate valuation.

     With the initiation of the hedge transactions, which eliminated the
     possibility that the fair value of the Closed Book GRC investments
     would recover to their current amortized cost, an other than
     temporary impairment loss of $82 million after tax was determined
     to have occurred and was recorded in September 1996.  Also, during
     the third quarter of 1996, Closed Book GRC had asset sales
     resulting in proceeds of  $515 million and a realized loss of $55
     million after tax.  The asset sales were the result of current
     liquidity needs in addition to taking advantage of favorable market
     conditions for certain securities.  Other charges of $32 million
     (unaudited) after tax were also incurred in the third quarter.

     During 1995, Closed Book GRC incurred a $68 million after tax loss
     from operations.  In addition, prior to the above actions the level
     of the 1995 loss was expected by management to decline by 10% to
     25% in 1996 and 1997 with the losses having run off in their
     entirety by the year 2000.  As a result of the above actions,
     management expects that the comparable 1996 after tax loss will be
     in the range of $51 to $55 million, while after tax losses in 1997
     and 1998 will be reduced to the range of $10 to $20 million per
     year.  Losses from Closed Book GRC in years subsequent to 1998 are
     expected to be minimal.

<PAGE>
                                                                        Page 23
- -------------------------------------------------------------------------------


                                    SIGNATURE



     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.







                                        Hartford Life Insurance Company
                                                  (Registrant)

                                        by   /s/ Gregory A. Boyko
                                          -------------------------------------
                                                 Gregory A. Boyko
October 18, 1996
                                             Vice-President and Controller


<PAGE>
                                                                        Page 24
- -------------------------------------------------------------------------------



                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
   SCHEDULE I - SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
                             AS OF DECEMBER 31, 1995
                                  (IN MILLIONS)

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
                                                                            FAIR         REPORTED ON
                                                             COST          VALUE       BALANCE SHEET
                                                       ----------     ----------       -------------
<S>                                                    <C>            <C>              <C>
FIXED MATURITIES
 Bonds
   U.S. Government and government agencies
     and authorities
       Guaranteed and sponsored                              $502           $497                $497
       Guaranteed and sponsored - asset backed              3,568          3,391              $3,391
   States, municipalities and political subdivisions          201            202                $202
   International governments                                  291            306                $306
   Public utilities                                           949            976                $976
   All other corporate                                      5,056          5,134              $5,134
   All other corporate - asset backed                       3,065          3,086              $3,086
   Short-term investments                                     808            808                $808
                                                       ----------     ----------       -------------
                    TOTAL FIXED MATURITIES                $14,440        $14,400             $14,400

EQUITY SECURITIES
 Common stocks - industrial, miscellaneous
   and all other                                               61             63                  63

        TOTAL FIXED MATURITIES AND EQUITY SECURITIES      $14,501        $14,463             $14,463

POLICY LOANS                                                3,381          3,381               3,381
MORTGAGE LOANS                                                265            265                 265
OTHER INVESTMENTS                                             156            159                 156

                                                       ----------     ----------       -------------
                    TOTAL INVESTMENTS                     $18,303        $18,268             $18,265
                                                       ----------     ----------       -------------
                                                       ----------     ----------       -------------
- ----------------------------------------------------------------------------------------------------
</TABLE>

Fair value 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 loans carrying amounts approximate fair value.

<PAGE>
                                                                        Page 25
- -------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
                                                                                                            AMOUNT OF
                     DEFERRED      FUTURE       OTHER      PREMIUMS AND        NET      BENEFITS, CLAIMS    DEFERRED       OTHER
                      POLICY       POLICY   POLICYHOLDER       OTHER       INVESTMENT    AND CLAIM ADJ.      POLICY      INSURANCE
                    ACQ. COSTS    BENEFITS      FUNDS     CONSIDERATIONS     INCOME         EXPENSES       ACQ. COSTS    EXPENSES
                    ----------    --------  ------------  --------------   ----------   ----------------   ----------    ---------
                           AS OF DECEMBER 31, 1995                                   YEAR ENDED DECEMBER 31, 1995
                    ------------------------------------  ------------------------------------------------------------------------
<S>                 <C>           <C>       <C>           <C>              <C>          <C>                <C>           <C>
Individual Life
  and Annuity           $2,088      $706         $4,371           $514           $283           $277           $176           $108
Asset Management
  Services                  87     1,169          8,942             51            683            722             23             68
Specialty Insurance
  Operations                13       498          9,285            922            351            423              0            816
                       -------   -------        -------        -------        -------        -------        -------        -------
          TOTAL         $2,188    $2,373        $22,598         $1,487         $1,317         $1,422           $199           $992
                       -------   -------        -------        -------        -------        -------        -------        -------
                       -------   -------        -------        -------        -------        -------        -------        -------

                    ------------------------------------  ------------------------------------------------------------------------
                          AS OF DECEMBER 31, 1994                                    YEAR ENDED DECEMBER 31, 1994
                    ------------------------------------  ------------------------------------------------------------------------
Individual Life
  and Annuity           $1,708      $582         $4,257           $492           $199           $334           $137            $80
Asset Management
  Services                 101       845         10,160             39            750            695              8             48
Specialty Insurance
  Operations                 0       463          6,911            569            350            376              0            518
                       -------   -------        -------        -------        -------        -------        -------        -------
          TOTAL         $1,809   $1,890         $21,328         $1,100         $1,299         $1,405           $145           $646
                       -------   -------        -------        -------        -------        -------        -------        -------
                       -------   -------        -------        -------        -------        -------        -------        -------

                    ------------------------------------  ------------------------------------------------------------------------
                          AS OF DECEMBER 31, 1993                                    YEAR ENDED DECEMBER 31, 1993
                    ------------------------------------  ------------------------------------------------------------------------
Individual Life
  and Annuity           $1,237      $428         $3,535           $423           $172           $249            $97           $120
Asset Management
  Services                  97       703          9,026             35            759            662             16             45
Specialty Insurance
  Operations                 0       528          5,673            289            136            135              0            272
                       -------   -------        -------        -------        -------        -------        -------        -------
          TOTAL         $1,334    $1,659        $18,234           $747         $1,067         $1,046           $113           $437
                       -------   -------        -------        -------        -------        -------        -------        -------
                       -------   -------        -------        -------        -------        -------        -------        -------
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

Benefits, claims and claims adjustment expenses include the interest in
liability for future policy benefits and death, disability and other contract
benefits payments.

Other insurance expenses are allocated to the division based upon specific
identification, where possible.

<PAGE>
                                                                        Page 26
- -------------------------------------------------------------------------------


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

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------------------------
                                                                                                                  PERCENTAGE OF
                                      GROSS             CEDED TO          ASSUMED FROM             NET           AMOUNT ASSURED
                                     AMOUNT          OTHER COMPANIES     OTHER COMPANIES         AMOUNT           TO NET AMOUNT
                                     ------          ---------------     ---------------         ------          --------------
YEAR ENDED DECEMBER 31, 1995
<S>                                 <C>                 <C>                  <C>                 <C>                  <C>
LIFE INSURANCE IN FORCE              $182,716            $112,774             $26,996             $96,938               27.8%

PREMIUMS AND OTHER CONSIDERATIONS
  Individual Life and Annuity            $549                $163                $122                $508               24.0%
  Asset Management Services                51                   0                   0                  51                0.0%
  Specialty Insurance Operations          632                 162                 452                 922               49.0%
                                          313                 324                  17                   6              283.3%
                                     --------            --------            --------            --------
                    TOTAL              $1,545                $649                $591              $1,487               39.7%
                                     --------            --------            --------            --------
                                     --------            --------            --------            --------

YEAR ENDED DECEMBER 31, 1994

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

PREMIUMS AND OTHER CONSIDERATIONS
  Individual Life and Annuity            $448                 $71                $106                $483               21.9%
  Asset Management Services                39                   0                   0                  39                0.0%
  Specialty Insurance Operations          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
  Individual Life and Annuity            $417                 $85                 $91                $423               21.5%
  Asset Management Services                25                   0                   0                  25                0.0%
  Specialty Insurance Operations          386                  97                   0                 289                0.0%
  Accident and Health                     307                 299                   2                  10               20.0%
                                     --------            --------            --------            --------
                    TOTAL              $1,135                $481                 $93                $747               12.4%
                                     --------            --------            --------            --------
                                     --------            --------            --------            --------
</TABLE>


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