HARTFORD LIFE INSURANCE CO
10-K, 1998-03-31
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<PAGE>

                                   FORM 10-K

                                  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
       For the fiscal year ended December 31, 1997

                                       OR

[ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
   ACT OF 1934
       For the transition period from ____________ to ______________

                           Commission file number 1-12749

                           HARTFORD LIFE INSURANCE COMPANY
               (Exact name of registrant as specified in its charter)


         CONNECTICUT                                       06-0974148
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                       Identification Number)

               200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06089
                   (Address of principal executive offices)

                                (860) 843-7716
               (Registrant's telephone number, including area code)

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

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

As of March 30, 1998, 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 I (1) 
(a) and (b) of Form 10-K and is therefore filing this form with the reduced 
disclosure format.

<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     ANNUAL REPORT FOR 1997 ON FORM 10-K

                                   CONTENTS
<TABLE>
<CAPTION>
            ITEM   DESCRIPTION                                                         PAGE
<S>        <C>    <C>                                                                <C>
PART I       1     Business of Hartford Life Insurance Company*                          2
             2     Properties*                                                           9
             3     Legal Proceedings                                                     9
             4     **

PART II      5     Market for Hartford Life Insurance Company's Common Stock and
                   Related Stockholder Matters                                           9
             6     **
             7     Management's Discussion and Analysis of Financial Condition and
                   Results of Operations*                                               10
            7A     Quantitative and Qualitative Disclosures About Market Risk           20
             8     Financial Statements and Supplementary Data                          20
             9     Changes in and Disagreements with Accountants on Accounting
                   and Financial Disclosure                                             20

PART III    10     **
            11     **
            12     **
            13     **

PART IV     14     Exhibits, Financial Statements, Schedules and Reports on Form 8-K    21
                   Signatures                                                          II-1
                   Exhibits Index                                                      II-2

*   Item prepared in accordance with General Instruction I(2) of Form 10-K
**  Item omitted in accordance with General Instruction I(2) of Form 10-K
</TABLE>

<PAGE>

                                       PART I

                 ITEM 1.  BUSINESS OF HARTFORD LIFE INSURANCE COMPANY
     (DOLLAR AMOUNTS IN MILLIONS EXCEPT FOR SHARE DATA UNLESS OTHERWISE STATED)

GENERAL

Hartford Life Insurance Company (the "Company") was organized in 1902 and is 
incorporated under the laws of the State of Connecticut.  The Company is a 
direct subsidiary of Hartford Life and Accident Insurance Company ("HLA"), a 
wholly-owned subsidiary of Hartford Life, Inc. ("Hartford Life").  The 
Company and its subsidiaries, together with HLA, provide (i) annuity 
products, such as individual variable annuities and fixed market value 
adjusted ("MVA") annuities, deferred compensation and retirement plan 
services and mutual funds for savings and retirement needs to over 1 million 
customers, (ii)  life insurance for income protection and estate planning to 
approximately 500,000 customers and, together with HLA, (iii) employee 
benefits products such as group life and group disability insurance for the 
benefit of over 15 million individuals.  According to the latest publicly 
available data, with respect to the United States, the Company is the largest 
writer of both total individual annuities and individual variable annuities 
based on sales for the year ended December 31, 1997.  The Company's strong 
position in each of its core businesses provides an opportunity to increase 
the sale of Hartford Life's products and services as individuals increasingly 
save and plan for retirement, protect their families against disability or 
death and prepare their estates for an efficient transfer of wealth between 
generations.

The Company strives to maintain and enhance its position as a market leader 
within the financial services industry.  The Company has pursued a strategy 
of selling diverse and innovative products through multiple distribution 
channels, achieving cost efficiencies through economies of scale and improved 
technology, maintaining effective risk management and prudent underwriting 
techniques and capitalizing on its brand name and customer recognition of The 
Hartford Stag Logo, one of the most recognized symbols in the financial 
services industry.  In the past year, the Company's total assets increased 
26% to $98 billion and stockholder's equity was  $2.3 billion as of December 
31, 1997. In addition, the Company generated $3 billion in revenues and $302 
in net income in 1997.

DISTRIBUTION
The Company utilizes a multiple channel distribution network which provides a 
distinct competitive advantage in selling products and services to a broad 
cross-section of customers throughout varying economic and market cycles. In 
particular, the Company has developed an extensive network of banks and broker-
dealers, which is one of the largest in the industry, including over 1,350 
national and regional broker-dealers and approximately 450 banks.  This broad 
network has enabled the Company to introduce new products and services in an 
effective manner and allows the Company significant opportunity to access its 
customer base.  The Company sells fixed MVA annuities, variable annuities, 
mutual funds, single premium variable life insurance, and retirement plan 
services through its broker-dealer and bank distribution systems.

PRODUCTS
The Company provides its customers an innovative and diverse mix of products 
and services directed at serving people's needs throughout the different 
stages of their lives and during varying economic cycles.  The Company offers 
a variety of variable and fixed MVA annuity products with funds managed both 
internally and by several outside money managers including Wellington 
Management Co., LLP ("Wellington") and Putnam Financial Services, Inc. 
("Putnam"). The Company regularly introduces new and innovative products and 
services to the market.  For example, the Company was the leader in 
developing and marketing fixed annuities with an MVA feature which protects 
the Company from losses due to higher interest rates in the event of early 
surrender.

CUSTOMER SERVICE, TECHNOLOGY AND ECONOMIES OF SCALE
The Company has achieved advantageous economies of scale and operating 
efficiencies due to its growth, attention to expense management and 
commitment to customer service and technology.  These advantages allow the 
Company to competitively price its products for its distribution network and 
policyholders. The Company has been able to reduce its individual annuity 
operating expenses as a percentage of total individual annuity account value 
to 25 basis points in 1997 from 28 basis points in 1996 and 31 basis points 
in 1995. In addition, the Company utilizes computer technology to enhance 
communications within the Company and throughout its distribution network in 
order to improve the Company's efficiency in marketing, selling, and 
servicing its products and as a result provides high-quality customer 
service. The Company was recently awarded, for the second consecutive year, 
one of the six Quality Tested Service Seals given by DALBAR Inc., a 
recognized independent research organization. This award was also given to 
one of the Company's strategic partners, Putnam, for the Putnam Capital 
Manager Variable Annuity, which is also administered through the Company. The 
DALBAR award is given in recognition of those organizations who achieve the 
highest tier of customer service in the variable annuity industry.

                                       2

<PAGE>

RISK MANAGEMENT

The Company's product designs, prudent underwriting standards, and risk 
management techniques protect it against disintermediation risk and greater 
than expected mortality and morbidity. As of December 31, 1997, the Company 
minimized its exposure to risks associated with early surrender through 
liabilities which were non-guaranteed, supported by policy loans, possessed 
market value adjustments or surrender charges, or contained 
non-surrenderability provisions. As a result, 99% of the Company's insurance 
liabilities were protected and 97% of the Company's individual annuity 
account value was subject to surrender charges.  The Company also enforces 
disciplined claims management to protect against greater than expected 
mortality and morbidity experience and regularly monitors its underwriting, 
mortality and morbidity assumptions to determine if experience remains 
consistent with assumptions and pricing.

BRAND NAME AND FINANCIAL STRENGTH
The Hartford Stag Logo is one of the most recognized symbols in the insurance 
and financial services industry. This brand recognition, coupled with a 
strong balance sheet and sound ratings, has enabled the Company to establish 
the reputation and financial strength necessary to maintain distribution 
relationships, enhance strategic alliances, and generate new customer sales.  
Pursuant to a Master Intercompany Agreement with The Hartford Financial 
Services Group, Inc. ("The Hartford"), the Company has been granted a 
perpetual non-exclusive license to use the Stag Logo in connection with the 
sale of Hartford Life's products and services.  However, in the event that 
The Hartford reduces its beneficial ownership below 50% of the combined 
voting power of Hartford Life's then outstanding securities, the license may 
be revoked upon the later of the fifth anniversary of the date of 
consummation of the Hartford Life's Initial Public Offering ("IPO") (May 22, 
1997) of its Class A Common Stock or one year after receipt by Hartford Life 
of written notice of The Hartford's intention to revoke the license.

BUSINESS SEGMENTS

The Company operates in three principal business segments: Annuity, 
Individual Life Insurance and Employee Benefits.  The Company also maintains 
a Guaranteed Investment Contracts segment, which is primarily comprised of 
guaranteed rate contract business written prior to 1995 ("Closed Book GRC") 
and a Corporate Operation through which it reports net investment income on 
assets representing surplus not assigned to any of its business segments and 
certain other revenues and expenses not specifically allocable to any of its 
business segments. The following is a description of each segment, including 
a discussion of principal products, methods of distribution, and competitive 
environments. Additional information on the Company's business segments may 
be found in the Management's Discussion and Analysis of Financial Condition 
and Results of Operations ("MD&A") on pages 10 to 14 and Note 14 of Notes to 
Consolidated Financial Statements.

ANNUITY

The Annuity segment focuses on the savings and retirement needs of the 
growing number of individuals who are preparing for retirement or have 
already retired. The Company offers a variety of products within this 
segment, reflecting the diverse nature of the market. These products include 
fixed and variable annuities, certain deferred compensation and retirement 
plan services for municipal governments and corporations, structured 
settlements, mutual funds, investment management services and certain other 
financial products. The Annuity segment distributes its products primarily 
through broker-dealers and financial institutions for individual sales, and 
primarily through internal personnel of the Company for institutional sales. 
Growth in the Company's assets over the last several years has been driven 
primarily by its sales of variable annuities. New sales and market 
appreciation, net of surrenders, have increased the Annuity segment account 
value to $67.0 billion at December 31, 1997 from $50.8 billion at December 
31, 1996.  The Annuity segment generated revenues of $1.3 billion and $1.0 
billion and net income of $206 and $148 in 1997 and 1996, respectively.

INDIVIDUAL ANNUITY

The Company is the market leader in the annuity industry and was the number 
one writer of individual variable annuities for the years ended December 31, 
1997 and 1996, with total individual annuity sales of $10.2 billion and $9.8 
billion, respectively. The Company sells both variable and fixed annuity 
products, with single and flexible premium payment options, through a wide 
distribution network of broker-dealers and other financial institutions. 
Individual variable annuity sales were $9.7 billion and $9.3 billion in 1997 
and 1996, respectively, and the Company held an 11% market share as of 
December 31, 1997, according to information compiled by Variable Annuity 
Research and Data Service ("VARDS").  In each of the last two years, the 
Company has sold approximately 66% of its individual annuities through 
broker-dealers and 34% of its individual annuities through banks.

Individual annuity account value totaled $56.3 billion, with individual 
variable annuity account value representing $46.9 billion  which has grown 
significantly from $9.7 billion at December 31, 1993. Approximately 92% of 
the individual variable annuity account value was held in non-guaranteed 
separate accounts at December 31, 1997. The Company earns fees for managing 
annuity assets (based on its account value) and maintaining policyholder 
accounts, which totaled over 1 million as of December 31, 1997. The Company's 
individual annuity products, principally consisting of variable and fixed MVA 
annuities, generally are priced to earn an after-tax margin of approximately 
35 to 40 basis points on average total account value and the Company has 
achieved such earnings in each of the past five years.

                                       3

<PAGE>

With respect to variable annuities, the Company uses specified portions of 
the periodic premiums of a customer to purchase units in one or more mutual 
funds, as directed by the customer, who then assumes the investment 
performance risks and rewards. As a result, variable annuities permit 
policyholders to choose aggressive or conservative investment strategies as 
they deem appropriate without affecting the composition and quality of assets 
in the Company's general account. These products offer the policyholder a 
variety of equity and fixed income options. Deposits of varying amounts may 
be made at regular or irregular intervals and the value of these assets 
fluctuates in accordance with the investment performance of the funds 
selected by the policyholder. To encourage persistency, the Company's 
individual annuities are subject to withdrawal restrictions and surrender 
charges ranging initially from 6% to 7% of the contract's face amount which 
reduce to zero on a sliding scale, usually within seven policy years. The 
growth of the Company's individual variable annuity account value has been 
considerable for the past several years, due to strong sales, market 
appreciation and low levels of surrenders.

The assets underlying the Company's variable annuities are managed both 
internally and by outside money managers, while the Company provides all 
policy administration services. The Company utilizes a select group of money 
managers, such as Wellington, Putnam, and Dean Witter InterCapital, Inc., who 
have an interest in the continued growth in sales of the Company's products 
and greatly enhance the marketability of its annuities and the strength of 
its product offerings. Two of the industry's four leading variable annuities, 
The Director and Putnam Capital Manager Variable Annuity (based on sales for 
the year ended 1997) are sponsored by the Company and are managed in part 
by Wellington and Putnam, respectively.

Fixed MVA annuities are fixed rate annuity contracts which guarantee a 
specific sum of money will be paid in the future, either as a lump sum or as 
monthly income. In the event that a policyholder surrenders a policy prior to 
the end of the guarantee period, the MVA feature increases or decreases the 
cash surrender value of the annuity in respect of any interest rate decreases 
or increases, respectively, thereby protecting the Company from losses due to 
higher interest rates at the time of surrender. The amount of payment will 
not fluctuate due to adverse changes in the Company's investment return, 
mortality experience or expenses. The Company's primary fixed MVA annuities 
have terms of one, three, five, six, seven, eight, nine, or ten years with an 
average term of approximately seven years.  Account value of fixed MVA 
annuities have remained stable at approximately $9.0 billion at December 31, 
1997 and 1996.

In September 1996, the Company launched eight retail mutual funds. Six of 
these funds are managed by Wellington and closely resemble the Company's 
Director variable annuity equity funds. The other funds are managed by 
Hartford Investment Management Company, a wholly owned subsidiary of The 
Hartford. The Company has entered into agreements with over 400 financial 
services firms to distribute these mutual funds. During 1997, the Company had 
mutual fund sales of $869 bringing total mutual fund assets to $972 as of 
December 31, 1997. The fund family was recognized as the fastest growing, 
non-proprietary mutual fund family in 1997, according to Strategic Insight, 
an industry research association. In addition, in January 1998, the fund 
family was also recognized as the fastest non-proprietary mutual fund family 
to reach $1 billion in assets when it reached that level in less than 
eighteen months of existence.

GROUP ANNUITY

The Company is among the top providers of retirement products and services, 
including asset management and plan administration, to municipalities 
pursuant to Section 457 of the Internal Revenue Code of 1986, as amended (the 
"Internal Revenue Code"). The Company also provides products and services to 
plans created under Section 401(k) and 403(b) of the Internal Revenue Code.

The Company presently administers approximately 900 Section 457 plans for 
governmental entities. Traditionally, Section 457 plans have been held in the 
Company's general account, but increasingly plan beneficiaries are 
transferring assets into mutual funds held in separate accounts. The Company 
offers a number of different funds, both fixed income and equity, to the 
employees in Section 457 plans.  Generally, the Company manages the fixed 
income plans and certain other outside money managers act as advisors to the 
equity funds offered in Section 457 plans administered by the Company.

The Company also sells structured settlement contracts, which provide for 
periodic payments to an injured person or survivor for a generally 
determinable number of years typically in settlement of a claim under a 
liability policy in lieu of a lump sum settlement. The Company's structured 
settlements are sold through The Hartford's property-casualty insurance 
operations as well as specialty brokers.  The Company also markets other 
annuity contracts for special purposes such as the funding of terminated 
defined benefit pension plans.

Total sales in the Group Annuity area were $820 in 1997, and were primarily 
responsible for the increase in account value to $10.7 billion as of December 
31, 1997.  Sales of Section 457 products were $151 in 1997 increasing Section 
457 account value to $5.7 billion as of December 31, 1997. In addition, sales 
of structured settlements and terminal funding products were $287 and $239 in 
1997, respectively.

                                       4

<PAGE>

MARKETING AND DISTRIBUTION

The Company's individual annuity distribution network has been developed 
based on management's strategy of utilizing multiple and competing 
distribution channels in an effort to achieve the broadest distribution 
possible while maintaining a variable cost structure. The success of the 
Company's marketing and distribution system depends on its product offerings, 
fund performance, successful utilization of external wholesaling 
organizations, relationships with broker-dealers and banks (through which the 
sale of the Company's individual annuities to customers is consummated) and 
quality of customer service.

The Company maintains a network of approximately 1,350 broker-dealers and 
approximately 450 banks (including 23 of the 25 largest banks in the United 
States) through the use of wholesaling organizations and strategic alliances. 
The agreements covering these relationships have varying renewal and 
termination provisions but generally provide for ongoing continuation unless 
one of the parties elects otherwise or fails to reaffirm continuation on a 
periodic basis.

The Company also uses this distribution network to sell products other than 
individual annuities, including single premium variable life products, 
Section 401(k) plan services and mutual funds. The Company also uses internal 
personnel with extensive experience in the Section 457 market as well as 
access to the Section 401(k) market, to sell its products and services in the 
deferred compensation and retirement plan market.

COMPETITION

The Annuity segment competes with numerous other insurance companies as well 
as certain banks, securities brokerage firms, investments advisors and other 
financial intermediaries marketing annuities, mutual funds and other 
retirement-oriented products.  Some of these companies have greater financial 
strength and resources than Hartford Life Insurance Company.  In particular, 
national banks may become more significant competitors in the future for 
insurers who sell annuities as a result of recent court decisions and 
regulatory actions.  Product sales are affected by competitive factors such 
as investment performance ratings, product design, visibility in the 
marketplace, financial strength ratings, distribution capabilities, levels of 
charges and credited rates, reputation, and customer service.  Also, since 
the Company does not have a career agency force, competition also exists for 
distributors of its products.  This competition is primarily based on the 
variety and quality of products offered, compensation, services provided to 
and relationships developed with broker-dealers and other distributors.

INDIVIDUAL LIFE INSURANCE

The Individual Life Insurance segment sells a variety of products and the 
Company's in force business primarily consists of variable life, universal 
life, interest-sensitive whole life, and term life insurance products. The 
Company's in force block also includes whole life, which was sold in prior 
years, and modified guaranteed whole life, which was acquired from Fidelity 
Bankers Life Insurance Company in 1993 and Pacific Standard Life Insurance 
Company in 1994. In this segment, the Company focuses particularly on the 
high-end estate and business planning markets and is among the top five 
writers of individual life insurance based on average face value per policy. 
In addition, the Company is among the top five writers of individual variable 
life for the nine months ended September 30, 1997, based on the Tillinghast 
Value Variable Life Survey. Life insurance in force increased to $55.4 
billion from $52.1 billion at December 31, 1997 and 1996, respectively. New 
annualized weighted premiums were $140 in 1997, an increase of $10, or 8% 
over prior year. Growth in sales was primarily attributable to the Company's 
variable life product, which increased $23, or 31%, to $98 in 1997.  The 
Individual Life segment generated revenues of $487, an increase of $47, or 
11%, over prior year and net income of $55 in 1997 as compared to $44 in 
1996. In addition, account values in this segment grew $555, or 17%, to $3.8 
billion as of December 31, 1997 due to strong sales of the variable life 
product.

In 1997, variable life products represented 70% of new annualized weighted 
premium for this segment. Variable life insurance provides a return linked to 
an underlying portfolio and the Company allows policyholders to determine 
their desired asset mix among a variety of underlying mutual funds. As the 
return on the investment portfolio increases or decreases, as the case may 
be, the death benefit or surrender value of the variable life policy may 
increase or decrease. The Company's single premium variable life product 
provides a death benefit to the policy beneficiary based on a single premium 
deposit. The Company's second-to-die products are distinguished from other 
products in that two lives are insured rather than one, and the policy 
proceeds are paid upon the second death of the two insureds. Second-to-die 
policies are used in individual estate planning, often to fund estate taxes 
for a married couple.

Universal life and interest-sensitive whole life insurance coverages provide 
life insurance with adjustable rates of return based on current interest 
rates. The Company offers both flexible and fixed premium policies and 
provides policyholders with flexibility in the available coverage, the timing 
and amount of premium payments and the amount of the death benefit, provided 
there are sufficient policy funds to cover all policy charges for the coming 
period.  Universal life and interest-sensitive whole life represented 24% of 
new annualized premium sales of individual life insurance in 1997. The 
Company also sells universal life insurance policies with a second-to-die 
feature similar to that of the variable life insurance product offered.

                                       5

<PAGE>

The Company also offers individual term life insurance, but has had a limited 
presence in that market. During 1997, the Company  developed a new term 
insurance product to sell through its bank and broker-dealer distribution 
channels.

MARKETING AND DISTRIBUTION

The primary Individual Life Insurance distribution system is focused on 
products designed for high-end estate and business planning. The high-end 
estate and business planning organization is managed through a sales office 
system of qualified life insurance professionals with specialized training in 
sophisticated life insurance sales. These employees have access to an 
extensive network of licensed life insurance agents. High-end sales also 
occur, in certain regions, through a group of independent life insurance 
marketing organizations, each of which maintains a separate marketing 
agreement with the Company. In addition, other distribution relationships 
exist to provide incremental sales of life insurance products for both estate 
planning and basic protection against lost income from death. Furthermore, 
sales of single premium variable life are generated through the individual 
annuity distribution system. Along with HLA, 61% of total sales were produced 
by the sales office system, 11% resulted from the individual annuity 
distribution system with the remaining 28% of sales generated by other life 
insurance distribution relationships during 1997.

COMPETITION

The Individual Life Insurance segment competes with over 2,000 life insurance 
companies in the United States, as well as other financial intermediaries 
marketing insurance products. Competitive factors related to this segment are 
primarily the breadth and quality of life insurance products offered, 
competitiveness of pricing, relationships with third-party distributors and 
the quality of underwriting and customer service.

EMPLOYEE BENEFITS

The Employee Benefits segment consists of two areas of operation: (a) Group 
Insurance and (b) Specialty Insurance Operations. The Company markets group 
insurance products, including group life insurance, group short- and 
long-term managed disability, stop loss and supplementary medical coverage to 
employers and employer sponsored plans and accidental death and 
dismemberment, travel accident and other special risk coverages to employers 
and associations. Substantially all of the Group Insurance business directly 
written by the Company is ceded to its parent, HLA.  The Company also offers 
disability underwriting, administration, claims processing services and 
reinsurance to other insurers and self-funded employer plans. The Specialty 
Insurance Operations unit consists of the Company's corporate owned life 
insurance ("COLI")  business.

GROUP INSURANCE

Along with HLA, the Company provides life, disability, and other group 
insurance coverage to large and small employers across the United States.  
The Company sells its product line to employers through brokers and 
consultants and to multiple employer groups through its relationships with 
trade associations. In the disability market, the Company focuses on strong 
underwriting and claims management to derive a competitive advantage. In the 
group insurance market, all policies sold are term insurance, generally with 
one- or two-year rate guarantees. This allows the Company to make adjustments 
in rate or terms of its policies in order to minimize the adverse effect of 
various market trends.  Substantially all of the Group Insurance business 
written by the Company is ceded to HLA.

The Company is one of the largest participants in the "large case" market of 
the group disability insurance business. The large case market, as defined by 
the Company, generally consists of group disability policies covering over 
1,000 employees in a particular company. The Company is continuing to expand 
its operations in the "small" and "medium case" group markets emphasizing 
name recognition and reputation as well as the Company's managed disability 
approach to claims and administration. The Company's efforts in the group 
disability market focus on early intervention, return-to-work programs, 
reduction of long-term disability claims, and successful rehabilitation. The 
Company also works with disability claimants to improve the receipt rate of 
Social Security offsets (i.e. reducing payment of benefits by the amount of 
Social Security payments received).

The Company has concentrated on a managed disability approach, which 
emphasizes early claimant intervention in an effort to facilitate a disabled 
claimant's return to work and thereby contain costs. This approach, coupled 
with an individualized approach to claim servicing, and an incentive to 
contain costs, leads to an overall reduction in the cost of disability 
coverage for employers. The Company's short-term disability benefit plans 
provide a weekly benefit amount (typically 60% to 70% of the employee's 
earned income up to a specified maximum benefit) to insured employees when 
they are unable to work due to an accident or illness. Long-term disability 
insurance provides a monthly benefit for those periods of time not covered by 
a short-term disability benefits plan when insured employees are unable to 
work due to disability. Employees may receive total or partial disability 
benefits. Most of these policies usually begin providing benefits following a 
90- or 180-day waiting period and continue providing benefits until the 

                                       6

<PAGE>

employee reaches age 65-70. Long-term disability benefits are paid monthly 
and are limited to a portion, generally 50-70%, of the employee's earned 
income up to a specified maximum benefit.

Group term life insurance provides term coverage to employees and their 
dependents for a specified period and has no accumulation of cash values. The 
Company offers innovative options for its basic group life insurance 
coverage, including portability of coverage and a living benefit option, 
whereby terminally ill policyholders can receive death benefits prior to 
their death.

The Company also provides term life insurance, accidental death and 
dismemberment, travel accident, hospital indemnity, Medicare Supplement and 
other coverages primarily to individual members of various associations as 
well as employee groups. The Company provides excess of loss medical coverage 
(known as "stop loss" insurance) to employers who self-fund their medical 
plans and pay claims using the services of a third party administrator.

SPECIALTY INSURANCE OPERATIONS

The Company is a leader in the COLI market, which is life insurance purchased 
by a company on the lives of its employees, with the company named as the 
beneficiary under the policy. Until the Health Insurance Portability Act of 
1996 ("HIPA Act of 1996"), the Company sold two principal types of COLI, 
leveraged and variable products. Leveraged COLI is a fixed premium life 
insurance policy owned by a company or a trust sponsored by a company. The 
HIPA Act of 1996 phases out the deductibility of interest on policy loans 
under COLI by the end of 1998, thus eliminating all future sales of leveraged 
COLI. Variable COLI continues to be a product used by employers to fund 
non-qualified benefits or offset other post-employment benefits liabilities, 
but does not provide the same cash flow or tax advantages generated by 
leveraged COLI. During 1997, the Company recorded $3.6 billion of deposits of 
new variable COLI business, increasing total account value to $12.3 billion 
at December 31, 1997 compared to $8.5 billion at December 31, 1996.  The 
Specialty Insurance Operation generated revenues of $972 and $1.4 billion and 
net income of $32 and $29 in 1997 and 1996, respectively.  The decline in 
revenues is primarily related to the impact of the HIPA Act of 1996 on 
leveraged COLI sales.

In addition, the Company acquired the leveraged COLI business of Mutual 
Benefit Life Insurance Company ("MBL") in 1992, and currently cedes 
approximately $5.0 billion of leveraged COLI business to MBL Assurance 
Company, the successor-in-interest to MBL ("MBLAC"). Pursuant to the original 
reinsurance agreements, MBLAC is required to secure 100% of the coinsurance 
liabilities in certain trust accounts held for the benefit of the Company.

COMPETITION

Competitive factors in the group and specialty insurance markets primarily 
are the variety and quality of products offered, the Company's relationships 
with its third-party distributors and the quality of customer service. The 
Employee Benefits segment competes with numerous other insurance companies 
and other financial intermediaries marketing insurance products.

GUARANTEED INVESTMENT CONTRACTS

The Guaranteed Investment Contracts segment consists of guaranteed rate 
contract ("GRC") business that is supported by assets held in either the 
Company's general account or a guaranteed separate account.  Historically, a 
significant majority of these contracts were sold as general account 
contracts with fixed rate maturities.  The Company decided in 1995, after a 
thorough review of its GRC business, that it would significantly de-emphasize 
general account GRC, choosing to focus its distribution efforts on other 
products sold through other segments.  The Company internally segregates the 
GRC segment into distinct blocks of business which are separately managed.  
The Company's GRC business written prior to 1995 is referred to as Closed 
Book GRC.  Management expects no material income or loss from the Guaranteed 
Investment Contracts segment in the future.

OTHER MATTERS

ORGANIZATION

Hartford Life Insurance Company is a wholly-owned subsidiary of HLA, a 
wholly-owned subsidiary of Hartford Life.  Hartford Life is a direct 
subsidiary of Hartford Accident and Indemnity Company ("HA&I"), an indirect 
subsidiary of  The Hartford Financial Services Group, Inc. ("The Hartford").  
On February 10, 1997, Hartford Life filed a registration statement, as 
amended, with the Securities and Exchange Commission relating to an IPO of  
Hartford Life's Class A Common Stock.  Pursuant to the IPO on May 22, 1997, 
Hartford Life sold to the public 26 million shares at $28.25 per share and 
received net proceeds of $687.  Of the proceeds, $527 was used to retire debt 
related to Hartford Life's promissory notes outstanding and line of credit. 
The remaining $160 was contributed by Hartford Life to HLA to support growth 
in its core businesses.

                                       7

<PAGE>

The 26 million shares sold in the IPO represent approximately 18.6% of the 
equity ownership in Hartford Life and approximately 4.4% of the combined 
voting power of  Hartford Life's Class A and Class B Common Stock.  The 
Hartford owns all of the 114 million outstanding shares of Class B Common 
Stock of  Hartford Life, representing approximately 81.4% of the equity 
ownership in Hartford Life and approximately 95.6% of the combined voting 
power of Hartford Life's Class A and Class B Common Stock.  Holders of Class 
A Common Stock generally have identical rights to the holders of Class B 
Common Stock except that the holders of Class A Common Stock are entitled to 
one vote per share while holders of Class B Common Stock are entitled to five 
votes per share on all matters submitted to a vote of  Hartford Life 
stockholders.

LIFE RESERVES

In accordance with applicable insurance regulations under which the Company 
operates, life insurance subsidiaries of the Company establish and carry as 
liabilities actuarially determined reserves which are calculated to meet the 
Company's future obligations.  Reserves for life insurance and disability 
contracts are based on actuarially recognized methods using prescribed 
morbidity and mortality tables in general use in the United States, which are 
modified to reflect the Company's actual experience when appropriate.  These 
reserves are computed at amounts that, with additions from premiums to be 
received and with interest on such reserves compounded annually at certain 
assumed rates, are expected to be sufficient to meet the Company's policy 
obligations at their maturities or in the event of an insured's death.  
Reserves also include unearned premiums, premium deposits, claims reported 
but not yet paid, claims incurred but not reported and claims in the process 
of settlement.  Reserves for assumed reinsurance are computed on bases 
essentially comparable to direct insurance reserves.

For the Company's universal life and interest-sensitive whole life policies, 
reserves are set according to premiums collected, plus interest credited, 
less charges.  Other fixed death benefit and individual life reserves are 
based on assumed investment yield, persistency, mortality and morbidity as 
per commonly used actuarial tables, expenses and margins for adverse 
deviations.

The persistency of the Company's annuity and other interest-sensitive life 
insurance reserves is enhanced by policy restrictions on the withdrawal of 
funds.  Withdrawals in excess of allowable penalty-free amounts are assessed 
a surrender charge during a penalty period, which is usually at least seven 
years.  Such surrender charge is initially a percentage of the accumulation 
value, which varies by product, and generally decreases gradually during the 
penalty period.  Surrender charges are set at levels to protect the Company 
from loss on early terminations and to reduce the likelihood of policyholders 
terminating their policies during periods of increasing interest rates, 
thereby lengthening the effective duration of policy liabilities and 
improving the Company's ability to maintain profitability on such policies.

The Company's reserves comply in all material respects with state insurance 
department statutory accounting practices; however, in the Company's 
consolidated financial statements, life insurance reserves are determined in 
accordance with generally accepted accounting principles, which may vary from 
statutory accounting practices.

REGULATION AND PREMIUM RATES

Insurance companies are subject to comprehensive and detailed regulation and 
supervision throughout the United States.  The extent of such regulation 
varies, but generally has its source in statutes which delegate regulatory, 
supervisory and administrative powers to state insurance departments. Such 
powers relate to, among other things, the standards of solvency which must be 
met and maintained; the licensing of insurers and their agents; the nature of 
and limitations on investments; premium rates; claim handling and trade 
practices; restrictions on the size of risks which may be insured under a 
single policy; deposits of securities for the benefit of policyholders; 
approval of policy forms; periodic examinations of the affairs of companies; 
annual and other reports required to be filed on the financial condition of 
companies or for other purposes; fixing maximum interest rates on life 
insurance policy loans and minimum rates for accumulation of surrender 
values; and the adequacy of reserves and other necessary provisions for 
unearned premiums, unpaid claims and claim adjustment expenses and other 
liabilities, both reported and unreported.

Most states have enacted legislation which regulates insurance holding 
company systems such as Hartford Life.  This legislation provides that each 
insurance company in the system is required to register with the insurance 
department of its state of domicile and furnish information concerning the 
operations of companies within the holding company system which may 
materially affect the operations, management or financial condition of the 
insurers within the system.  All transactions within a holding company system 
affecting insurers must be fair and equitable.  Notice to the insurance 
departments is required prior to the consummation of transactions affecting 
the ownership or control of an insurer and of certain material transactions 
between an insurer and any entity in its holding company system.  In 
addition, certain of such transactions cannot be consummated without the 
applicable insurance department's prior approval.

                                       8

<PAGE>

EMPLOYEES

The Company, together with its parent, had approximately 4,000 employees at 
February 28, 1998, primarily in the United States and Canada.

ITEM 2.  PROPERTIES

The Company occupies office space in Simsbury, Connecticut, leased from a 
third party by Hartford Fire Insurance Company ("Hartford Fire"), an indirect 
subsidiary of The Hartford. Expenses associated with these offices are 
allocated on a direct and indirect basis to Hartford Life and its 
subsidiaries by Hartford Fire.

ITEM 3.  LEGAL PROCEEDINGS

The Company is involved in pending and threatened litigation in the normal 
course of its business in which claims for monetary and punitive damages have 
been asserted.  Although there can be no assurances, management, at the 
present time, does not anticipate that the ultimate liability arising from 
such pending or threatened litigation will have a material effect on the 
financial condition or operating results of the Company.

PART II

ITEM 5.  MARKET FOR HARTFORD LIFE INSURANCE COMPANY'S COMMON STOCK AND RELATED 
STOCKHOLDER MATTERS

All of the Company's outstanding shares are ultimately owned by Hartford Life 
which is ultimately a subsidiary of The Hartford.  As of March 30, 1998, the 
Company had issued and outstanding 1,000 shares of common stock at a par 
value of $5,690 per share.


                                       9

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                        AND RESULTS OF OPERATIONS

    (DOLLAR AMOUNTS IN MILLIONS, EXCEPT PER SHARE DATA, UNLESS OTHERWISE STATED)

MANAGEMENT'S DISCUSSION AND ANALYSIS SHOULD BE READ IN CONJUNCTION WITH THE 
CONSOLIDATED FINANCIAL STATEMENTS AND RELATED NOTES BEGINNING ON PAGE F-1.

Certain statements contained in this discussion, other than statements of 
historical fact, are forward-looking statements. These statements are made 
pursuant to the safe harbor provisions of the Private Securities Litigation 
Reform Act of 1995 and include estimates and assumptions related to economic, 
competitive, and legislative developments. These forward-looking statements 
are subject to change and uncertainty which are, in many instances, beyond 
the Company's control and have been made based upon management's expectations 
and beliefs concerning future developments and their potential effect on 
Hartford Life Insurance Company and subsidiaries (the "Company"). There can 
be no assurance that future developments will be in accordance with 
management's expectations or that the effect of future developments on the 
Company will be those anticipated by management. Actual results could differ 
materially from those expected by the Company, depending on the outcome of 
certain factors, including those described in the forward-looking statements.

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

INDEX

<TABLE>
<S>                                    <C>         <C>                                          <C>
Consolidated Results of Operations       10          Guaranteed Investment Contracts              13
Annuity                                  11          Investments                                  14
Individual Life Insurance                12          Regulatory Initiatives and Contingencies     18
Employee Benefits                        13          Other Matters                                20
</TABLE>

CONSOLIDATED RESULTS OF OPERATIONS

The Company is a leading insurance and financial services organization that 
provides pre-retirement savings, estate planning and employee benefit 
products. The Company offers variable and fixed annuities, retirement plan 
services, mutual funds, and life and disability insurance on both a group and 
an individual basis.

The Company derives its revenues principally from: (a) asset management fees 
on separate accounts and mortality and expense fees;  (b) net investment 
income on general account assets; and (c) certain other fees earned by the 
Company.  Asset management fees and mortality and expense fees are primarily 
generated from separate account assets which are deposited with the Company 
through the sale of variable annuity and variable life products. The 
Company's operating expenses primarily consist of interest credited to 
policyholders on general account liabilities, insurance benefits provided, 
dividends to policyholders, costs of selling and servicing the various 
products offered by the Company and other general business expenses.  The 
Company's profitability depends largely on the amount of assets under 
management, the adequacy of product pricing and underwriting discipline, and 
its ability to earn target spreads between earned investment rates on general 
account assets and credited rates to customers.

<TABLE>
<CAPTION>
OPERATING SUMMARY

                                                1997               1996
- --------------------------------------------------------------------------
<S>                                           <C>                <C>
        REVENUES                               $3,009             $2,889
        EXPENSES                                2,707              2,851  
        ------------------------------------------------------------------
        NET INCOME                            $   302             $   38  
        ------------------------------------------------------------------
</TABLE>

Revenues increased $120, or 4%, to $3 billion in 1997 from $2.9 billion in 
1996.  Revenues were impacted by the Health Insurance Portability and 
Accountability Act of 1996 ("HIPA Act of 1996"), which phases out the 
deductibilty of interest expense on policy loans by the end of 1998, 
virtually eliminating all new sales of leveraged corporate owned life 
insurance ("COLI"), and by the Guaranteed Investment Contracts segment 
("GIC"), which had a loss of $225 in 1996, primarily related to a closed 
block of guaranteed rate contract business ("Closed Book GRC").  Excluding 
COLI and GIC, revenues increased $293, or 20%, to $1.8 billion in 1997 as 
compared to $1.5 billion 1996. This growth was driven by increased Individual 
Annuity revenues of $256, or 42%, in 1997 as compared to 1996.  This increase 
is primarily related to premiums and other considerations where individual 
variable annuity fee income grew $198, or 54%, in 1997 as compared to 1996, 
primarily resulting from increased average individual variable annuity 
account values of $13.1 billion, or 49%, to $39.7 billion in 1997. This solid 
growth in average account value was due to strong variable annuity sales of 
$9.7 billion and significant stock market appreciation.  In addition, 
Individual Life Insurance premiums and other considerations grew $36, or 13%, 
reflecting the impact of applying cost of insurance charges and variable life 
fees to a larger block of business.  Individual Life Insurance account values 
increased $555, or 17%, to $3.8 billion in 1997 as compared to 1996.

                                      10

<PAGE>

Expenses decreased $144 in 1997 as compared to 1996. Excluding COLI and GIC 
for the reasons described above, expenses increased $255, or 20%, to $1.5 
billion in 1997 as compared to $1.2 billion in 1996. Benefits, claims and 
expenses related to the Annuity segment increased $210, or 28%, in 1997 as 
compared to 1996.  This increase was driven by increased amortization of 
deferred policy acquisition costs of $76, or 44%, due to strong sales in both 
1997 and 1996, as well as increased operating expenses of $101, or 65%, 
reflective of the strong growth in this segment.  In addition, Individual 
Life Insurance benefits, claims and expenses grew $30, or 8%, primarily 
related to amortization of deferred policy acquisition costs associated with 
this growing block of business.

Net income totaled $302 in 1997 as compared to $38 in 1996.  The 1996 results 
include a $225 net loss related to GIC, which when excluded, results in an 
increase in 1997 net income of $39, or 15%, over comparable 1996 results.  
The improvement in earnings, excluding GIC, for both comparative periods is 
primarily related to increased fee income earned on the Annuity segment's 
growing block of separate account assets due to strong sales and significant 
market appreciation and earnings growth in the Individual Life Insurance 
segment.  Partially offsetting improved earnings in the principal segments 
was a decrease in earnings of $33 in the Corporate Operation due to the 
increased capital allocated to the other segments to fund their growth.

Management believes that it has developed and implemented strategies to 
maintain and enhance its position as a market leader within the financial 
services industry, to continue the Company's asset growth, and to maximize 
Hartford Life's shareholder value.  Hartford Life's strong market position in 
each of its primary businesses, coupled with the growth potential management 
believes exists in its markets, provides opportunities to increase sales of 
the Company's products and services as individuals increasingly save and plan 
for retirement, protect themselves and their families against disability or 
death and prepare their estates for an efficient transfer of wealth between 
generations.

SEGMENT RESULTS

The Company operates in three principal segments: Annuity, Individual Life 
Insurance, and Employee Benefits as well as a Guaranteed Investments 
Contracts segment, which is primarily comprised of  guaranteed rate contract 
business written prior to 1995.  The Company also maintains a Corporate 
Operation through which it reports items that are not directly allocable to 
any of its business segments.

Below is a summary of net income (loss) by segment.

<TABLE>
<S>                                        <C>              <C>
                                             1997             1996
- ------------------------------------------------------------------
ANNUITY                                      $206            $ 148
INDIVIDUAL LIFE INSURANCE                      55               44
EMPLOYEE BENEFITS                              32               29
GUARANTEED INVESTMENT CONTRACTS                 -             (225)
CORPORATE OPERATION                             9               42
- ------------------------------------------------------------------
   NET INCOME                                $302            $  38
- ------------------------------------------------------------------

ANNUITY

OPERATING SUMMARY

                                             1997             1996
- ------------------------------------------------------------------
   REVENUES                                 $1,269            $968
   EXPENSES                                  1,063             820
   ---------------------------------------------------------------
   NET INCOME                               $  206            $148
   ---------------------------------------------------------------
</TABLE>

The Annuity segment focuses on the savings and retirement needs of the 
growing number of individuals who are preparing for retirement or have 
already retired.  This segment consists of two areas of operation: Individual 
Annuity and Group Annuity. The variety of products sold within this segment 
reflects the diverse nature of the market. These products include, in the 
Individual Annuity operation, individual variable annuities, fixed MVA 
annuities, and mutual funds; and in the Group Annuity operation, deferred 
compensation and retirement plan services for municipal governments and 
corporations, structured settlement contracts and other special purpose 
annuity contracts, and investment management contracts. The Company was rated 
the number one writer of variable annuities for 1997 with an 11% market share 
according to the Variable Annuity Research and Data Service, and sold 
approximately $869 of mutual funds in its first full year offering the 
product, resulting in total mutual fund assets of $972 at December 31, 1997.

Revenues increased $301, or 31%, to $1.3 billion in 1997 from $1.0 billion in 
1996.  This increase was principally the result of a $234 increase in premiums 
and other considerations, reflecting a substantial increase in aggregate fees 
earned due to the segment's growing block of separate account assets.  The 

                                      11

<PAGE>

average separate account assets of this segment increased to $50.7 billion in 
1997, from $37.2 billion in 1996 primarily due to sales of individual 
variable annuities of approximately $9.7 billion in 1997, as well as 
significant market appreciation.  Also, Group Annuity sales were $820 in 
1997, an increase of $186, or 29%, over 1996. In addition, net investment 
income grew $67, or 15%, to $500 in 1997 primarily due to growth in average 
general account assets which increased to $8.1 billion in 1997 from $7.2 
billion in 1996 largely as a result of growth in the general account portion 
of the individual variable annuity products.

The growth in this segment in 1997 also resulted in an increase in expenses 
of $243, or 30%, to $1.1 billion in 1997 from $820 in 1996. Benefits, claims 
and claim adjustment expenses grew $33, or 8%, in 1997 primarily related to 
increased interest credited on Group Annuity general account liabilites.  
Amortization of DPAC related to the Individual Annuity operation grew $82, or 
52%, in 1997 as prior and current year sales remained strong.  Also, other 
business expenses increased $101, in 1997, as a result of the growth in this 
segment.

A 33% growth in average account value in 1997, coupled with a reduction in 
individual annuity operating expenses as a percentage of total individual 
annuity account value to 25 basis points in 1997 from 28 basis points in 
1996, contributed to the increase in net income of $58, or 39%, to $206 from 
$148 in 1996.

Management believes it has developed and implemented strategies to maintain 
and enhance its position as a market leader in the financial services 
industry as individuals increasingly save and plan for retirement.

INDIVIDUAL LIFE INSURANCE

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                                      1997                  1996
- --------------------------------------------------------------------------------
<S>                                                  <C>                   <C>
        REVENUES                                       $487                 $440
        EXPENSES                                        432                  396
        ------------------------------------------------------------------------
        NET INCOME                                     $ 55                 $ 44
        ------------------------------------------------------------------------
</TABLE>

The Individual Life Insurance segment, which focuses on the high end estate 
and business planning markets, sells a variety of life insurance products, 
including variable life, universal life, interest-sensitive whole life, and 
term life insurance policies.  The Company is among the top five writers of 
individual life insurance based on average face value per policy.  In 
addition, the Company is among the top five writers of individual variable 
life for the nine months ended September 30, 1997, based on the Tillinghast 
Value Variable Life Survey.

Revenues in 1997 increased $47, or 11%, to $487 from $440 in 1996. In the 
first quarter of 1996, a block of business was assumed from Investors Equity 
Life Insurance Company ("IEL") which increased 1996 revenues by $9. Excluding 
this transaction, 1997 revenues increased $56, or 13%, as compared to 1996, 
reflecting the impact of applying cost of insurance charges and variable life 
fees to a larger block of business.  Account values increased $555, or 17%, 
to $3.8 billion in 1997 from $3.2 billion in 1996.  Sales were $140 in 1997, 
an increase of 8% over 1996. Variable life product sales comprised 70%, or  
$98, of total 1997 sales and grew $23, or 31%, over 1996 levels.

Expenses increased $36, or 9%, to $432 in 1997 from $396 in 1996. Excluding 
IEL, expenses increased $45, or 12%, in 1997. This increase was primarily 
driven by an increase in amortization of DPAC of $23 in 1997 related to the 
growth in new variable life business.

The growth in this segment's account values, particularly variable life, 
along with favorable mortality experience, contributed to an increase in net 
income of $11, or 25%, in 1997.

Management believes that the Company's strong market position will provide 
opportunities for growth in this segment as individuals increasingly prepare 
their estates for an efficient transfer of wealth between generations.

                                      12

<PAGE>

EMPLOYEE BENEFITS

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                               1997               1996
- ----------------------------------------------------------------------------
<S>                                           <C>               <C>
       REVENUES                                $972              $1,366
       EXPENSES                                 940               1,337
       ---------------------------------------------------------------------
       NET INCOME                              $ 32              $   29
       ---------------------------------------------------------------------
</TABLE>

The Employee Benefits segment consists of two areas of operation: Group 
Insurance and Specialty Insurance. Through Group Insurance, the Company 
offers products such as group life insurance products, group short-term and 
long-term disability and accidental death and dismemberment. Substantially 
all of the Group Insurance directly written by the Company is ceded to its 
direct parent, Hartford Life and Accident Insurance Company ("HLA").  
Specialty Insurance primarily consists of the Company's COLI business.

Revenues decreased $394 to $972 in 1997, which was primarily attributable to 
the COLI business for which associated revenues decreased $380.  The decrease 
in COLI revenues is primarily a result of the elimination of sales of 
leveraged COLI due to the HIPA Act of 1996, which phases out the 
deductibility of interest on policy loans under leveraged COLI by the end of 
1998. The Company continues to sell variable COLI and recorded $3.6 billion 
of new deposits in 1997, increasing total account value to $12.3 billion at 
December 31, 1997 compared to $8.5 billion at December 31, 1996.

Expenses decreased $397 to $940 in 1997, which generally reflected a decrease 
in dividends to policyholders of $394, or 62%, primarily due to the 
elimination of sales of leveraged COLI as discussed above.

Net income increased $3, or 10%, in 1997 as compared to 1996 due to an 
increase in COLI of $1 and the sale of a block of reinsurance business which 
resulted in a gain of approximately $2, after tax.

The Variable COLI product offered by this segment continues to be used by 
employers to fund non-qualified benefits or offset other post-employment 
benefits liabilities.

GUARANTEED INVESTMENT CONTRACTS

<TABLE>
<CAPTION>
OPERATING SUMMARY
                                               1997                1996
- ------------------------------------------------------------------------
<S>                                           <C>                 <C>
      REVENUES                                 $241               $  34
      EXPENSES                                  241                 259
      ------------------------------------------------------------------
      NET INCOME                               $  -               $(225)
</TABLE>

The GIC segment consists of guaranteed rate contract ("GRC") business that is 
supported by assets held in either the Company's general account or a 
guaranteed separate account and includes a closed block of guaranteed rate 
contracts ("Closed Book GRC").  Historically, a significant majority of these 
contracts were sold as general account contracts with fixed rates and fixed 
maturities.  The Company decided in 1995, after a thorough review of its GRC 
business, that it would significantly de-emphasize general account GRC, 
choosing instead to focus its distribution efforts on other products sold 
through other segments and selling general account GRC primarily as an 
accommodation to customers.  From 1992 to 1994, the GIC segment sold over $5 
billion of GRC.  In contrast, the GIC segment sold only $47 and $108 of 
general account GRC in 1997 and 1996, respectively.  Consistent with 
management's expectations, the segment had no net income in 1997 and expects 
no material income or loss from the GIC segment in the future.

Closed Book GRC results in 1996 were negatively affected by lower investment 
rates and earnings in the related investment portfolio (primarily consisting 
of collateralized mortgage obligations and mortgage backed securities) due to 
prepayments experienced in excess of assumed and historical levels.  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.

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, the Company 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.  
As of December 31, 1997, Closed Book GRC had general account assets and 
liabilities of $2.2 billion.  The scheduled maturities are $1.0 billion, or 
45%, in 1998, $0.7 billion, or 32%, in 1999 and $0.5 billion, or 23%, 
thereafter.

                                      13

<PAGE>

During 1996, Closed Book GRC incurred a $51, after-tax, loss from operations 
as a result of negative interest spread.  With the initiation of the hedge 
transactions discussed above, which eliminated the possibility that the fair 
value of Closed Book GRC investments would recover to their current amortized 
cost prior to sale, an other than temporary impairment loss of $82, 
after-tax, was determined to have occurred and was recorded in September 
1996.  An additional other than temporary impairment loss of $6, after-tax, 
occurred in the fourth quarter of 1996 bringing the total 1996 impairment to 
$88.  Also, during the third quarter of 1996, Closed Book GRC had asset sales 
resulting in proceeds of approximately $500 and a realized loss of $55, 
after-tax.  The asset sales were undertaken as a result of liquidity needs 
and favorable market conditions for certain securities.  Other charges of 
$32, after-tax, were also incurred in the third quarter of 1996.

INVESTMENTS

GENERAL

The Company's investments are managed by its investment strategy group which 
consists of a risk management unit and a portfolio management unit and 
directly reports to senior management of the Company.  The risk management 
unit is responsible for monitoring and managing the Company's asset/liability 
profile and establishing investment objectives and guidelines.  The portfolio 
management unit is responsible for determining, within specified risk 
tolerances and investment guidelines, the general asset allocation, duration, 
convexity and other characteristics of the Company's general account and 
guaranteed separate account investment portfolios.  The Hartford Investment 
Management Company, a wholly owned subsidiary of The Hartford, executes the 
investment plan of the investment strategy group including the identification 
and purchase of securities that fulfill the objectives of the strategy group.

The primary investment objective of the Company's general account and 
guaranteed separate accounts is to maximize after-tax returns consistent with 
acceptable risk parameters (including the management of the interest rate 
sensitivity of invested assets relative to that of policyholder obligations). 
The Company does not have any financial instruments entered into for trading 
purposes.  The Company is exposed to two primary sources of investment risk:  
credit risk, relating to the uncertainty associated with an obligor's 
continued ability to make timely payment of principal and interest, and 
interest rate risk, relating to the market price and/or cash flow variability 
associated with changes in market yield curves.  See the Investment Risk 
Management section below for further discussion of the Company's approach to 
managing these investment risks.

The Company's separate accounts reflect two categories of risk assumption:  
non-guaranteed separate accounts totaling $58.6 billion as of December 31, 
1997, wherein the policyholder assumes substantially all the investment risk 
and reward, and guaranteed separate accounts totaling $10.5 billion as of 
December 31, 1997, wherein the Company contractually guarantees either a 
minimum return or account value to the policyholder. Non-guaranteed separate 
account products include variable annuities, variable life and COLI. 
Guaranteed separate account products primarily consist of fixed MVA 
individual annuities and modified guaranteed life insurance, and generally 
include market value adjustment features to mitigate the disintermediation 
risk in the event of surrenders.

The Company's general account consists of a diversified portfolio of 
investments.  Although all the assets of the general  account support all the 
Company's liabilities, the Company's investment strategy group has developed 
separate investment portfolios for specific classes of product liabilities 
within the general account.  The strategy group works closely with the 
business lines to develop specific investment guidelines, including duration 
targets, asset allocation and convexity constraints, asset/liability mismatch 
tolerances and return objectives, for each product line in order to achieve 
each product line's individual risk and return objectives.

Invested assets in the Company's general account totaled $18.2 billion at 
December 31, 1997 and were comprised of $14.2 billion of fixed maturities, 
$3.8 billion of policy loans, and other investments of $227.  Policy loans, 
which had a weighted-average interest rate of 11.2%, as of December 31, 1997, 
are secured by the cash value of the underlying life insurance policies.  
These loans do not mature in a conventional sense, but expire in conjunction 
with the related policy liabilities.

During 1997, the Company continued to concentrate on reducing exposure to 
CMO's and reallocated the funds into public and private corporate bonds, 
commercial mortgage-backed securities and other nonresidential asset-backed 
securities.  In general, commercial MBS and asset-backed securities, although 
subject to prepayment risk, are significantly less sensitive to changes in 
interest rates as compared to CMO's and MBS.

As of December 31, 1997 and 1996, approximately 22.1% and 13.2%, 
respectively, of the Company's fixed maturity portfolio was invested in 
private placement securities (including Rule 144A offerings).  Private 
placement securities are generally less liquid than public securities; 
however, covenants for private placements are designed to mitigate the impact 
of such increased liquidity risk.  Most of the private placement securities 
in the Company's portfolio are rated by nationally recognized rating 
organizations.

                                       14

<PAGE>

INVESTMENT RESULTS

The table below summarizes the Company's results for the past two years.

<TABLE>
<CAPTION>
                              (BEFORE TAXES)              1997          1996
                  -----------------------------------------------------------
                 <S>                                   <C>           <C>
                  Net investment income                   $1,368       $1,397
                  Yield on average invested assets (1)      7.7%         7.8%
                  Net realized capital gains (losses)     $   4        $(213)
                  -----------------------------------------------------------
</TABLE>
                  (1) REPRESENTS NET INVESTMENT INCOME (EXCLUDING NET REALIZED
                  CAPITAL LOSSES) DIVIDED BY AVERAGE INVESTED ASSETS AT COST 
                  (FIXED MATURITIES AT AMORTIZED COST).

For the year ended December 31, 1997, before-tax net investment income 
totaled $1.4 billion, unchanged from 1996.  Before-tax yields on average 
invested assets decreased to 7.7% in 1997 from 7.8% in 1996.  The decrease in 
before-tax yields was primarily attributable to declining market interest 
rates and a reduction in policy loan yields.

Net realized capital gains were $4 in 1997, as compared to net realized 
capital losses of $213 in 1996.  The 1996 capital losses were primarily 
attributable to the writedown and sale of certain securities within Closed 
Book GRC.

INVESTMENT RISK MANAGEMENT

Credit risk and interest rate risk are the primary sources of investment risk 
to the Company. The Company manages credit risk through industry and issuer 
diversification and asset allocation.  Credit policies have been established 
that focus on the credit quality of obligors and counterparties, limit credit 
concentrations, and encourage frequent creditworthiness reviews.  The Company 
invests in investment grade securities and has established exposure limits, 
diversification standards and review procedures for all credit risks whether 
borrower, issuer, or counterparty.  Also, the Company maintains credit 
policies regarding the financial stability and credit standing of its major 
derivatives' counterparties and, to the extent the current value of 
derivatives exceed exposure policy thresholds, collateral is pledged to or 
held by the Company.  The Company manages interest rate risk as part of its 
asset/liability management strategies, including the use of certain hedging 
techniques (which may include the use of certain financial derivatives), 
product design, such as the use of MVA features and surrender charges, and 
proactive monitoring and management of certain non-guaranteed elements of the 
Company's products (such as resetting of credited rates for policies that 
permit such adjustments).  For further discussion of the Company's interest 
rate risk management techniques see the Asset/Liability Management Strategies 
section on page 17.

The following table, which includes general and guaranteed separate accounts, 
reflects the principal amounts of the fixed and variable rate fixed maturity 
portfolio at December 31, 1997, along with the respective weighted average 
coupons by estimated maturity year.  Expected maturities differ from 
contractual maturities due to call or prepayment provisions.  The weighted 
average coupon on variable rate securities is based upon spot rates as of 
December 31, 1997, and is primarily based upon the London Interbank Offered 
Rate ("LIBOR").  Callable bonds and notes are distributed to either call 
dates or maturity depending on which date produces the most conservative 
yield.  Asset backed securities, collateralized mortgage obligations and 
mortgage 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.  These estimates are developed using prepayment 
speeds provided in broker consensus data.  Such estimates are derived from 
prepayment speeds previously experienced at the interest rate levels 
projected for the underlying collateral.  Actual prepayment experience may 
vary from these estimates. Financial instruments with certain leverage 
features have been included in each of the fixed maturity categories.  These 
instruments have not been separately displayed because they were immaterial 
to the Company's investment portfolio.

                                       15

<PAGE>

<TABLE>
<CAPTION>                                                                                                                    
                                                                                                                         1997
                                   1998         1999        2000      2001      2002      Thereafter      TOTAL      Fair Value
- -------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>           <C>         <C>       <C>       <C>       <C>             <C>        <C>
BONDS AND NOTES - CALLABLE
FIXED RATE
  Par value                      $   37         $   50       $   21     $   13    $  12     $  333          $   466    $   435
  Weighted average coupon          10.5%           7.5%         8.0%       7.6%     7.7%       5.4%             6.3%     
VARIABLE RATE
  Par value                      $   66         $   15       $   28     $   33    $  15     $  863          $ 1,020    $   966
  Weighted average coupon           6.4%           6.7%         7.1%       6.0%     6.4%       6.5%             6.5%

BONDS AND NOTES - OTHER
FIXED RATE
  Par value                      $2,762         $1,328       $1,192     $1,133    $ 897     $6,075          $13,387    $13,465
  Weighted average coupon           3.9%           6.8%         7.1%       7.5%     7.7%       6.3%             6.1%       
VARIABLE RATE
  Par value                      $  140         $   47       $  138     $    -    $  84     $  841          $ 1,250    $ 1,141
  Weighted average coupon           5.1%           1.3%         6.4%         -      5.7%       5.3%             5.3%      

ASSET BACKED SECURITIES
FIXED RATE
  Par value                      $  211         $  221       $  433     $  500    $ 220     $   491         $ 2,076    $ 2,109
  Weighted average coupon           6.9%           6.5%         6.7%       7.0%     6.8%        7.4%            6.9%
VARIABLE RATE
  Par value                      $   39         $  186       $  184     $  261    $ 305     $   721         $ 1,696    $ 1,696
  Weighted average coupon           6.2%           6.2%         6.2%       6.7%     6.2%        6.4%            6.4%

COLLATERALIZED MORTGAGE OBLIGATIONS
FIXED RATE
  Par value                      $   29         $  170       $  529     $   307   $  78     $   506         $ 1,619    $ 1,582
  Weighted average coupon           6.5%           6.0%         6.0%       5.6%     5.6%        6.1%            6.0%       
VARIABLE RATE
  Par value                      $   29         $   11       $   25     $   13    $   6     $   346         $   430    $   408
  Weighted average coupon           6.7%           6.6%         4.2%       6.7%     3.4%        7.7%            7.3%

COMMERCIAL MORTGAGE BACKED SECURITIES
FIXED RATE
  Par value                      $    4         $   34       $  176     $  114    $ 118     $   798         $ 1,244    $ 1,246
  Weighted average coupon           8.6%           7.7%         6.9%       7.7%     7.0%        7.4%            7.3%
VARIABLE RATE
  Par value                      $   20         $   82       $   75     $   43    $ 153     $   335         $   708    $   718
  Weighted average coupon           6.1%           7.5%         7.0%       6.6%     6.5%        7.4%            7.1%         

MORTGAGE BACKED SECURITIES
FIXED RATE
  Par value                      $    4         $   25       $    3     $   41    $   2     $   424         $   499    $   511
  Weighted average coupon           7.0%          7.0%         7.4%       6.2%     8.1%        7.5%            7.3%
VARIABLE RATE
  Par value                      $    -         $    -       $    -     $    -    $   -     $    24         $    24    $    24
  Weighted average coupon             -              -            -          -        -         6.6%            6.6%
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                       16

<PAGE>

ASSET/LIABILITY MANAGEMENT STRATEGIES

The Company employs several risk management tools to quantify and manage 
market risk arising from its investments and interest sensitive liabilities.  
For certain portfolios, management monitors the changes in present value 
between assets and liabilities resulting from various interest rate scenarios 
using integrated asset/liability measurement systems and a proprietary system 
that simulates the impacts of  parallel and non-parallel yield curve shifts.  
Based on this current and prospective information, management implements risk 
reducing techniques to improve the match between assets and liabilities.

Derivatives play an important role in facilitating the management of interest 
rate risk, creating opportunities to efficiently fund obligations, hedge 
against risks that affect the value of certain liabilities and adjust broad 
investment risk characteristics as a result of any significant changes in 
market risks.  The Company uses a variety of derivatives, including swaps, 
caps, floors, forwards and exchange-traded financial futures and options, in 
order to hedge exposure primarily to interest rate risk on anticipated 
investment purchases or existing assets and liabilities. The Company does not 
make a market or trade derivatives for the express purpose of earning trading 
profits. The Company's derivative program is  monitored by an internal 
compliance unit and is reviewed by senior management and Hartford Life's 
Finance Committee.  The notional amounts of derivative contracts, which 
represent the basis upon which pay or receive  amounts are calculated and are 
not reflective of credit risk, totaled $6.5 billion at December 31, 1997 
($4.6 billion related to insurance investments and $1.9 related to life 
insurance liabilities).

The strategies described below are used to manage the aforementioned risks.

ANTICIPATORY HEDGING -- For certain liabilities, the Company commits to the 
price of the product prior to receipt of the associated premium or deposit.  
Anticipatory hedges are routinely executed to offset the impact of changes in 
asset prices arising from interest rate changes pending the receipt of 
premium or deposit and the subsequent purchase of an asset. These hedges 
involve taking a long position in interest rate futures or entering into an 
interest rate swap with duration characteristics equivalent to the associated 
liabilities or anticipated investments.  The Company did not have any 
anticipatory hedges as of December 31, 1997.

LIABILITY HEDGING -- Several products obligate the Company to credit a return 
to the contract holder which is indexed to a market rate.  To hedge risks 
associated with these products, the Company typically enters into interest 
rate swaps to convert the contract rate into a rate that trades in a more 
liquid and efficient market.  This hedging strategy enables the Company to 
customize contract terms and conditions to customer objectives and satisfies 
the operation's asset/liability matching policy.  Additionally, interest rate 
swaps are used to convert certain fixed contract rates into floating rates, 
thereby allowing them to be appropriately matched against floating rate 
assets.  The notional amount of derivatives used for liability hedging as of 
December 31, 1997 was $1.9 billion.

ASSET HEDGING -- To meet the various policyholder obligations and to provide 
cost effective prudent investment risk diversification, the Company may 
combine two or more financial instruments to achieve the investment 
characteristics of a fixed maturity security or that match an associated 
liability.  The use of derivative instruments in this regard effectively 
transfers unwanted investment risks or attributes to others.  The selection 
of the appropriate derivative instruments depends on the investment risk, the 
liquidity and efficiency of the market, and the asset and liability 
characteristics.  The notional amount of asset hedges as of December 31, 1997 
was $1.8 billion.

PORTFOLIO HEDGING -- The Company periodically compares the duration and 
convexity of its portfolios of assets to their corresponding liabilities and 
enters into portfolio hedges to reduce any difference to desired levels.  
Portfolio hedges reduce the mismatch between assets and liabilities and 
offset the potential impact to cash flows caused by changes in interest 
rates.  The notional amount of portfolio hedges as of December 31, 1997 was 
$2.8 billion.

LIFE INSURANCE LIABILITY CHARACTERISTICS

Insurance liabilities, other than non-guaranteed separate accounts, which 
were backed by $39.4 billion in total assets (including investments of $28.7 
billion), totaled $24.1 billion (net of ceded reinsurance and policy loans) 
at December 31, 1997.  These insurance liabilities consisted of future policy 
benefits of $3.3 billion, other policyholder funds of $21 billion, guaranteed 
separate accounts of $9.9 billion and reinsurance recoverables of $(6.3) 
billion and policy loans of $(3.8) billion.  Matching of the duration of the 
investments with respective policyholder obligations is an explicit objective 
of the Company's management strategy.  The Company's insurance policy 
liabilities, along with estimated duration periods based on the Company's 
internal actuarial assumptions, can be summarized based on investment needs 
in the five categories described below at December 31, 1997.

                                       17

<PAGE>

<TABLE>
<CAPTION>
 ($ IN BILLIONS)
- ----------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION (1)                                    1998       1999        2000        2001        2002     Thereafter        TOTAL
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>         <C>         <C>         <C>        <C>             <C>
Fixed rate asset accumulation vehicles            $ 2.9      $ 1.8       $ 1.9       $ 1.2       $ 0.6          $ 4.3       $ 12.7
  Weighted average credited rate                    6.6%       7.1%        6.9%        6.9%        7.1%           6.6%         6.8%
Indexed asset accumulation vehicles               $ 0.1      $ 0.1       $   -       $   -       $   -          $   -       $  0.2
  Weighted average credited rate                    5.7%       6.3%          -           -           -              -          5.9%
Interest credited asset accumulation vehicles     $ 4.2      $ 0.6       $ 0.4       $ 0.4       $ 0.5          $ 4.7       $ 10.8
  Weighted average credited rate                    5.7%       6.0%        6.0%        6.0%        6.1%           5.9%         5.8%
Long-term pay out liabilities                     $ 0.1      $ 0.1       $   -       $   -       $   -          $ 0.4       $  0.6
Short-term pay out liabilities                    $   -      $   -       $   -       $   -       $   -          $   -       $    -
- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) AS OF DECEMBER 31, 1997, THE FAIR VALUE OF THE COMPANY'S INVESTMENT 
CONTRACTS INCLUDING GUARANTEED SEPARATE ACCOUNTS WAS $21.7 BILLION.

FIXED RATE ASSET ACCUMULATION VEHICLES -- Products in this category require 
the Company to pay a fixed rate for a certain period of time.  The cash flows 
are not interest sensitive because the products are written with a market 
value adjustment feature and the liabilities have protection against the 
early withdrawal of funds through surrender charges.  Product examples 
include fixed rate annuities with a market value adjustment and fixed rate 
guaranteed investment contracts.  Contract duration is dependent on the 
policyholder's choice of guarantee period.

INDEXED ASSET ACCUMULATION VEHICLES -- Products in this category are similar 
to the fixed rate asset accumulation vehicles but require the Company to pay 
a rate that is determined by an external index.  The amount and/or timing of 
cash flows will therefore vary based on the level of the particular index.  
The primary risks inherent in these products are similar to the fixed rate 
asset accumulation vehicles, with an additional risk that changes in the 
index may adversely affect profitability.  Product examples include 
indexed-guaranteed investment contracts with an estimated duration of up to 
two years.

INTEREST CREDITED ASSET ACCUMULATION VEHICLES -- Products in this category 
credit interest to policyholders, subject to market conditions and minimum 
guarantees.  Policyholders may surrender at book value but are subject to 
surrender charges for an initial period.  Product examples include universal 
life contracts and the general account portion of the Company's variable 
annuity products.  Liability duration is short to intermediate term.

LONG-TERM PAY OUT LIABILITIES -- Products in this category are long-term in 
nature and may contain significant actuarial (including mortality and 
morbidity) pricing and cash flow risks.  The cash flows associated with these 
policy liabilities are not interest rate sensitive but do vary based on the 
timing and amount of benefit payments.  The primary risks associated with 
these products are that the benefits will exceed expected actuarial pricing 
and/or that the actual timing of the cash flows differ from those anticipated 
resulting in an investment return lower than that assumed in pricing.  
Product examples include structured settlement contracts, on-benefit 
annuities (i.e., the annuitant is currently receiving benefits thereon) and 
long-term disability contracts.  Contract duration is generally 6 to 10 years 
but, at times, exceeds 30 years.

SHORT-TERM PAY OUT LIABILITIES -- These liabilities are short-term in nature 
with a duration of less than one year.  The primary risks  associated with 
these products are determined by the non-investment contingencies such as 
mortality or morbidity and the variability in the timing of the expected cash 
flows.  Liquidity is of greater concern than for the long-term pay out 
liabilities.  Products include individual and group term life insurance 
contracts and short-term disability contracts.

REGULATORY INITIATIVES AND CONTINGENCIES

LEGISLATIVE INITIATIVES

Although the Federal government does not directly regulate the insurance 
business, Federal initiatives often have an impact on the insurance industry 
in a variety of ways. Current and proposed Federal measures which may 
significantly affect the life insurance business include tax law changes 
affecting the tax treatment of life insurance products and its impact on the 
relative desirability of various personal investment vehicles, medical 
testing for insurability, and proposed legislation to prohibit the use of 
gender in determining insurance and pension rates and benefits. In 
particular, President Clinton's 1998 Federal Budget Proposal currently 
contains certain recommendations for modifying tax rules related to the 
treatment of variable annuities and COLI by contractholders, which if enacted 
as described, could have a material adverse impact on the Company's sales of 
these products. It is too early to determine whether these tax proposals will 
ultimately be enacted by Congress and the potential impact, if any, to the 
Company's financial condition or results of operations.

                                       18

<PAGE>

NAIC PROPOSALS

The National Association of Insurance Commissioners ("NAIC") has been 
developing several model laws and regulations, including a Model Investment 
Law and amendments to the Model Holding Company System Regulatory Act (the 
"Holding Act Amendments").  The Model Investment Law defines the investments 
which are permissible for life insurers to hold, and the Holding Act 
Amendments address the types of activities in which subsidiaries and 
affiliates may engage.  The NAIC adopted these models in 1997 and 1996, but 
the laws have not been enacted for insurance companies domiciled in the State 
of Connecticut, such as Hartford Life Insurance Company.  Even if enacted in 
Connecticut or other states in which the Company's subsidiaries are 
domiciled, it is expected that these laws will neither significantly change 
the Company's investment strategies nor have any material adverse effect on 
the Company's liquidity or financial position.

The NAIC is expected to adopt its codification of Statutory Accounting 
Principles ("SAP") in early 1998 with a proposed effective date of January 1, 
1999.  The American Institute of Certified Public Accountants has not yet 
determined whether SAP will qualify as an Other Comprehensive Basis of 
Accounting ("OCBOA").  If SAP is granted OCBOA status and is adopted by the 
Company's domiciliary states,  the Company will make the necessary changes 
required for implementation.  These changes are not anticipated to have a 
material impact on the statutory financial statements of the Company.

YEAR 2000

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

As an insurance and financial services company, the Company has thousands of 
individual and business customers that have insurance policies, annuities, 
mutual funds and other financial products of the Company. Nearly all of these 
policies and products contain date sensitive data, such as policy expiration 
dates, birth dates, premium payment dates, and the like. In addition, the 
Company has business relationships with numerous third parties that affect 
virtually all aspects of the Company's business, including, without 
limitation, suppliers, computer hardware and software vendors, insurance 
agents and brokers, securities broker-dealers and other distributors of 
financial products.

Beginning in 1990, the Company began working on making its computer systems 
Year 2000 ready, either through installing new programs or replacing systems. 
 In January 1998, the Company commenced a company-wide program to further 
identify, assess and remediate the impact of Year 2000 problems in all of the 
Company's business segments.  The Company currently anticipates that this 
internal program will be substantially completed by the end of 1998, and 
testing of computer systems will continue through 1999.  The costs of 
addressing the Year 2000 issue that have been incurred by the Company through 
the year ended December 31, 1997 have not been material to the Company's 
financial condition or results of operations. The Company will continue to 
incur costs related to its Year 2000 efforts and  is in the process of 
attempting to determine the approximate total costs to be incurred in the 
future, which are not currently anticipated to be material to the Company's 
results of operations or financial condition.

In addition, as part of its Year 2000 program, the Company is identifying 
third parties with which it has significant business relations in order to 
attempt to assess the potential impact on the Company of their Year 2000 
issues and remediation plans.  Hartford Life currently anticipates that it 
will substantially complete this evaluation by the end of 1998, and will 
conduct systems testing with certain third parties through 1999. The Company 
does not have control over these third parties and, as a result, the Company 
cannot currently determine to what extent future operating results may be 
adversely affected by the failure of these third parties to successfully 
address their Year 2000 issues.

                                       19

<PAGE>

OTHER MATTERS

RATINGS

The following table summarizes Hartford Life's significant U.S. member 
companies' financial ratings from the major independent rating organizations 
as of February 10, 1998:

<TABLE>
<CAPTION>
                                     A.M.   DUFF &              STANDARD
                                     BEST   PHELPS   MOODY'S    & POOR'S
- -------------------------------------------------------------------------
<S>                                 <C>     <C>      <C>        <C>
INSURANCE RATINGS:
  Hartford Life Insurance Company     A+      AA+      Aa3         AA
  Hartford Life & Accident            A+      AA+      Aa3         AA
  Hartford Life & Annuity             A+      AA+      Aa3         AA
- -------------------------------------------------------------------------
OTHER RATINGS:
  Hartford Life, Inc.:
   Senior debt                        -        A+       A2          A
   Commercial paper                   -       D-1      P-1        A-1
- -------------------------------------------------------------------------
</TABLE>

Ratings are an important factor in establishing the competitive position of 
an insurance company such as Hartford Life Insurance Company.  There can be 
no assurance that the Company's ratings will continue for any given period of 
time, or that they will not be changed.  In the event that the Company's 
ratings are downgraded, the level of sales or the persistency of the 
Company's block of in-force business may be adversely impacted.

RISK-BASED CAPITAL

The NAIC adopted regulations establishing minimum capitalization requirements 
based on Risk-Based Capital ("RBC") formulas for life insurance companies 
(effective December 31, 1993).  The requirements consist of formulas which 
identify companies that are undercapitalized and require specific regulatory 
actions.  The RBC formula for life insurance companies establishes capital 
requirements relating to insurance, business, asset and interest rate risks. 
The RBC ratios for all insurance subsidiaries of Hartford Life are in excess 
of  200% as of December 31, 1997.

EFFECT OF INFLATION

The rate of inflation as measured by the change in the average consumer price 
index has not had a material effect on the revenues or operating results of  
the Company during the three most recent fiscal years.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

For disclosures about market risk see the Investments discussion within the 
MD&A.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See Index to Consolidated Financial Statements and Schedules elsewhere herein.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE

None.

                                       20

<PAGE>

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)  Documents filed as a part of this report:

     1. CONSOLIDATED FINANCIAL STATEMENTS.  See Index to Consolidated Financial
Statements and Schedules elsewhere herein.

     2. CONSOLIDATED FINANCIAL STATEMENT SCHEDULES.  See Index to Consolidated 
Financial Statement and Schedules elsewhere herein.

     3. EXHIBITS. See Exhibits Index elsewhere herein.

(b)  Reports on Form 8-K - None.

(c)  See Item 14(a)(3).

(d)  See Item 14(a)(2).

                                       21

<PAGE>

                 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES

<TABLE>
<CAPTION>
                                                                              Page(s)
<S>                                                                          <C>
Report of Management                                                            F-1
Report of Independent Public Accountants                                        F-2
Consolidated Statements of Income for the three years ended December 31, 1997   F-3
Consolidated Balance Sheets as of December 31, 1997 and 1996                    F-4
Consolidated Statements of Stockholder's Equity for the three years ended
  December 31, 1997                                                             F-5
Consolidated Statements of Cash Flows for the three years ended December 31,
  1997                                                                          F-6
Notes to Consolidated Financial Statements                                      F-7-22
Summary of Investments - Other Than Investments in Affiliates                   S-1
Supplementary Insurance Information                                             S-2
Reinsurance                                                                     S-3
</TABLE>

                                 REPORT OF MANAGEMENT

The management of Hartford Life Insurance Company and subsidiaries (the 
"Company") is responsible for the preparation and integrity of information 
contained in the accompanying consolidated financial statements and other 
sections of the Annual Report.  The 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 the 
Company's financial position and results of operation, and, that any other 
information contained in the Annual Report is consistent with the financial 
statements.

Management has made available the Company's financial records and related 
data to Arthur Andersen LLP, independent public accountants, in order for 
them to perform an audit of  the Company's consolidated financial statements. 
Their report appears on page F-2.

An essential element in meeting management's financial responsibilities is 
the Company'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 careful selection of 
personnel and for appropriate division of responsibility.  Management 
continually monitors for compliance, while the Company's internal auditors 
independently assess the effectiveness of the controls and make 
recommendations for improvement.  Also, Arthur Andersen LLP took into 
consideration the Company'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 the Company's 
affairs are transacted according to the highest standards of personal and 
professional conduct.  The Company 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 Hartford Life, Inc. (the 
"Committee"), the Company's ultimate parent, composed of non-employee 
directors, meets periodically with the external and internal auditors to 
evaluate the effectiveness of work performed by them in discharging their 
respective responsibilities and to ensure their independence and free access 
to the Committee.

                                      F-1
<PAGE>

                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


TO HARTFORD LIFE INSURANCE COMPANY:

We have audited the accompanying Consolidated Balance Sheets of Hartford Life 
Insurance Company (the "Company") and subsidiaries as of December 31, 1997 
and 1996, 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, 1997.  These consolidated financial statements and the schedules 
referred to below are the responsibility of the Company's management.  Our 
responsibility is to express an opinion on these financial statements and 
schedules based on our audits.  

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

In our opinion, the consolidated financial statements referred to above 
present fairly, in all material respects, the financial position of  Hartford 
Life Insurance Company and subsidiaries as of December 31, 1997 and 1996, and 
the results of their operations and their cash flows for each of the three 
years in the period ended December 31, 1997, in conformity with generally 
accepted accounting principles.

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

                                       ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 27, 1998


                                      F-2


<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF INCOME


<TABLE>
<CAPTION>
                                                For the years ended December 31,
(IN MILLIONS)                                      1997      1996     1995
- ----------------------------------------------------------------------------------
<S>                                              <C>       <C>       <C>
REVENUES
Premiums and other considerations                 $1,637    $1,705   $1,487
Net investment income                              1,368     1,397    1,328
Net realized capital gains (losses)                    4      (213)     (11)
- ----------------------------------------------------------------------------------
   TOTAL REVENUES                                  3,009    2,889     2,804
- ----------------------------------------------------------------------------------

BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment expenses     1,379    1,535     1,422
Amortization of deferred policy acquisition costs    335      234       199
Dividends to policyholders                           240      635       675
Other expenses                                       586      427       317
- ----------------------------------------------------------------------------------
   TOTAL BENEFITS, CLAIMS AND EXPENSES             2,540    2,831     2,613
- ----------------------------------------------------------------------------------

   INCOME BEFORE INCOME TAX EXPENSE                  469       58       191
Income tax expense                                   167       20        62
- ----------------------------------------------------------------------------------
   NET INCOME                                     $  302   $   38    $  129
- ----------------------------------------------------------------------------------
</TABLE>



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-3


<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       As of December 31,
                                                      --------------------
(IN MILLIONS, EXCEPT FOR SHARE DATA)                    1997        1996
- --------------------------------------------------------------------------
<S>                                                   <C>         <C>
ASSETS
Investments
- -----------
Fixed maturities, available for sale, at fair value 
  (amortized cost of $13,885 and $13,579)               $14,176    $13,624
Equity securities, at fair value                            180        119
Policy loans, at outstanding balance                      3,756      3,836
Other investments, at cost                                   47         56
- --------------------------------------------------------------------------
   Total investments                                     18,159     17,635
Cash                                                         54         43
Premiums receivable and agents' balances                     18        137
Accrued investment income                                   330        407
Reinsurance recoverables                                  6,325      6,259
Deferred policy acquisition costs                         3,315      2,760
Deferred income tax                                         348        474
Other assets                                                352        357
Separate account assets                                  69,055     49,690
- --------------------------------------------------------------------------
   TOTAL ASSETS                                         $97,956    $77,762
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------

LIABILITIES                                                       
Future policy benefits                                  $ 3,270    $ 2,474
Other policyholder funds                                 21,034     22,134
Other liabilities                                         2,254      1,572
Separate account liabilities                             69,055     49,690
- --------------------------------------------------------------------------
   TOTAL LIABILITIES                                     95,613     75,870

STOCKHOLDER'S EQUITY                                              
Common stock -- 1,000 shares authorized, issued and 
  outstanding, par value $5,690                               6          6
Additional paid in capital                                1,045      1,045
Net unrealized capital gains on securities, net of tax      179         30
Retained earnings                                         1,113        811
- --------------------------------------------------------------------------
   TOTAL STOCKHOLDER'S EQUITY                             2,343      1,892
- --------------------------------------------------------------------------
      TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY        $97,956    $77,762
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
</TABLE>



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-4


<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY


<TABLE>
<CAPTION>

                                                                          Net
                                                                   Unrealized Capital 
                                                                   Gains (Losses) on  
                                                Additional Paid    Securities, Net of                      Total Stockholder's
(IN MILLIONS)                    Common Stock     In Capital              Tax           Retained Earnings        Equity      
- ------------------------------  --------------  -----------------  -------------------  -----------------  -------------------
<S>                            <C>             <C>                <C>                  <C>                <C>         
BALANCE, DECEMBER 31, 1994             $6          $  826               $(654)                $644                $822
Net income                             --              --                  --                  129                 129
Capital contribution                   --             181                  --                   --                 181
Change in net unrealized  
  capital gains (losses)  
  on securities, net of tax            --              --                 597                   --                 597
- ------------------------------  --------------  -----------------  -------------------  -----------------  -------------------

BALANCE, DECEMBER 31, 1995              6           1,007                 (57)                 773               1,729
Net income                             --              --                  --                   38                  38
Capital contribution                   --              38                  --                   --                  38
Change in net unrealized  
  capital gains (losses) 
  on securities, net of tax            --              --                  87                   --                  87
- ------------------------------  --------------  -----------------  -------------------  -----------------  -------------------

BALANCE, DECEMBER 31, 1996              6           1,045                  30                  811               1,892
Net income                             --              --                  --                  302                 302
Change in net unrealized  
  capital gains (losses) 
  on securities, net of tax            --              --                 149                   --                 149
- ------------------------------  --------------  -----------------  -------------------  -----------------  -------------------
BALANCE, DECEMBER 31, 1997             $6          $1,045                $179               $1,113              $2,343
- ------------------------------  --------------  -----------------  -------------------  -----------------  -------------------
- ------------------------------  --------------  -----------------  -------------------  -----------------  -------------------
</TABLE>


SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-5


<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                  For the years ended December 31,
(IN MILLIONS)                                        1997      1996     1995
- ----------------------------------------------------------------------------------
<S>                                               <C>         <C>       <C>
OPERATING ACTIVITIES
Net income                                          $  302   $   38    $   129
ADJUSTMENTS TO RECONCILE NET INCOME TO CASH 
  PROVIDED BY OPERATING ACTIVITIES
Depreciation and amortization                            8       14         21
Net realized capital (gains) losses                     (4)     213         11
Decrease (increase) in deferred income taxes            40     (102)      (172)
Increase in deferred policy acquisition costs         (555)    (572)      (379)
Decrease (increase) in premiums receivable 
  and agents' balances                                 119       10        (81)
Decrease (increase) in accrued investment 
  income                                                77      (13)       (16)
Decrease (increase) in other assets                     52     (132)      (177)
(Increase) decrease in reinsurance recoverables       (416)     179        (35)
Increase (decrease) in liabilities for future 
  policy benefits                                      796      (92)       483
Increase in other liabilities                          379      477        281
- ----------------------------------------------------------------------------------
    CASH PROVIDED BY OPERATING ACTIVITIES              798       20         65
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchases of fixed maturity investments             (6,231)  (5,747)    (6,228)
Sales of fixed maturity investments                  4,232    3,459      4,845
Maturities and principal paydowns of fixed 
  maturity investments                               2,329    2,693      1,741
Net sales (purchases) of other investments              24     (107)      (871)
Net (purchases) sales of short-term investments       (638)      84        (24)
- ----------------------------------------------------------------------------------
    CASH (USED FOR) PROVIDED BY INVESTING ACTIVITIES  (284)     382       (537)
- ----------------------------------------------------------------------------------
FINANCING ACTIVITIES
Capital contribution                                    --       38         --
Net (disbursements for) receipts from investment 
  and universal life-type contracts (charged 
  against) credited to policyholder accounts          (503)    (443)       498
- ----------------------------------------------------------------------------------
    CASH (USED FOR) PROVIDED BY FINANCING ACTIVITIES  (503)    (405)       498
- ----------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------
Increase (decrease) in cash                             11       (3)        26
Cash -- beginning of year                               43       46         20
- ----------------------------------------------------------------------------------
    CASH -- END OF YEAR                             $   54  $    43    $    46
- ----------------------------------------------------------------------------------

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: 
- -------------------------------------------------
NET CASH PAID DURING THE YEAR FOR:
Income taxes                                        $    9  $   189    $   162

NONCASH FINANCING ACTIVITIES:
Capital contribution                                $   --  $    --    $   181
</TABLE>



SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.


                                      F-6


<PAGE>


                 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
      (DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA UNLESS OTHERWISE STATED)



1.  ORGANIZATION AND DESCRIPTION OF BUSINESS

These consolidated financial statements include Hartford Life Insurance 
Company and its wholly-owned subsidiaries (the "Company"), ITT Hartford Life 
and Annuity Insurance Company ("ILA") and ITT Hartford International Life 
Reassurance Corporation ("HLRe"), formerly American Skandia Life Reinsurance 
Corporation.  The Company is a wholly-owned subsidiary of Hartford Life and 
Accident Insurance Company ("HLA"), a wholly-owned subsidiary of Hartford 
Life, Inc. ("Hartford Life").  Hartford Life is a direct subsidiary of 
Hartford Accident and Indemnity Company ("HA&I"), an indirect subsidiary of  
The Hartford Financial Services Group, Inc. ("The Hartford").  On February 
10, 1997, Hartford Life filed a registration statement, as amended, with the 
Securities and Exchange Commission relating to an Initial Public Offering 
("IPO") of  the Hartford Life's Class A Common Stock.  Pursuant to the IPO on 
May 22, 1997, Hartford Life sold to the public 26 million shares at $28.25 
per share and received net proceeds of $687.  Of the proceeds, $527 was used 
to retire debt related to Hartford Life's outstanding promissory notes and 
line of credit with the remaining $160 contributed by Hartford Life to HLA to 
support growth in its core businesses.  

On December 19, 1995, ITT Industries, Inc. (formerly ITT Corporation) ("ITT") 
distributed all the outstanding shares of capital stock of The Hartford to 
ITT stockholders of record on such date.  As a result, The Hartford became an 
independent, publicly traded company. 

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

2.  SIGNIFICANT ACCOUNTING POLICIES 

(A)  BASIS OF PRESENTATION

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

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

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

(B)  CHANGES IN ACCOUNTING PRINCIPLES

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

                                      F-7


<PAGE>


                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

In June 1996, the Financial Accounting Standards Board ("FASB") issued 
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for 
Transfers and Servicing of Financial Assets and Extinguishment of 
Liabilities" which is effective for transfers and servicing of financial 
assets and extinguishments of liabilities occurring after December 31, 1996. 
This statement established criteria for determining whether transferred 
assets should be accounted for as sales or secured borrowings. Subsequently, 
in December 1996, the FASB issued SFAS No. 127, "Deferral of Effective Date 
of Certain Provisions of FASB Statement No. 125", which defers the effective 
date of certain provisions of SFAS No. 125 for one year.  Adoption of SFAS 
No. 125 is not expected to have a material effect on the Company's financial 
condition or results of operations.

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

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

(C)  REVENUE RECOGNITION

Revenues for universal life-type policies and investment products consist of 
policy charges for the cost of insurance, policy administration and surrender 
charges assessed to policy account balances and are recognized in the period in 
which services are provided.  Premiums for traditional life insurance and 
disability policies are recognized as revenues when they are due from 
policyholders.  

(D)  FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS

Liabilities for future policy benefits are computed by the net level premium 
method using interest rate assumptions varying from 3% to 11% and withdrawal 
and mortality assumptions appropriate at the time the policies were issued. 
Health reserves, which are the result of sales of group long-term and 
short-term disability, stop loss, Medicare Supplement and individual 
disability products, are stated at amounts determined by estimates on 
individual cases and estimates of unreported claims based on past experience. 
Liabilities for universal life-type and investment contracts are stated at 
policyholder account values before surrender charges.

(E)  POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES

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


                                      F-8


<PAGE>


                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 (F)  INVESTMENTS

The Company's investments in fixed maturities include bonds and commercial 
paper which are considered  "available for sale" and accordingly are carried 
at fair value with the after-tax difference from cost reflected as a 
component of Stockholder's Equity designated "Net unrealized capital gains 
(losses) on securities, net of tax". Equity securities, which include common 
and non-redeemable preferred stocks, are carried at fair values with the 
after-tax difference from cost reflected in Stockholder's Equity. Policy 
loans are carried at outstanding balance which approximates fair value.  Net 
realized capital gains and losses, after deducting  pension policyholders' 
share, are reported as a component of revenue and are determined on a 
specific identification basis.

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

During 1996, it was determined that certain individual securities within the 
investment portfolio supporting the Company's block of guaranteed rate 
contract business written prior to 1995 ("Closed Book GRC") could not recover 
to amortized cost prior to sale.  Therefore, an other than temporary 
impairment loss of $88, after-tax, was recorded. 

(G)  DERIVATIVE INSTRUMENTS

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

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

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

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

                                      F-9


<PAGE>
                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

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

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

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

(H)  SEPARATE ACCOUNTS

The Company maintains separate account assets and liabilities 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 policyholders.  Separate accounts reflect two categories of risk 
assumption: non-guaranteed separate accounts, wherein the policyholder 
assumes the investment risk, and guaranteed separate account assets, wherein 
the Company contractually guarantees either a minimum return or account value 
to the policyholder.

(I)  DEFERRED POLICY ACQUISITION COSTS

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

The Company's other expenses include the following:

                               1997     1996     1995
                              ------   ------   ------
Commissions                   $ 976    $ 848    $ 619
Deferred acquisition costs     (862)    (823)    (618)
Other                           472      402      316
                              ------   ------   ------
  Total other expenses        $ 586    $ 427    $ 317
                              ------   ------   ------
                              ------   ------   ------

                                      F-10


<PAGE>

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(J) DIVIDENDS TO POLICYHOLDERS 

Certain life insurance policies contain dividend payment provisions that enable 
the policyholder to participate in the earnings of the life insurance 
subsidiaries of the Company. The participating insurance in force accounted for 
55%, 44%, and 41% in 1997, 1996, and 1995, respectively, of total insurance in 
force.

3.  INITIAL PUBLIC OFFERING  

On February 10, 1997, Hartford Life filed a registration statement, as 
amended, with the Securities and Exchange Commission,  relating to the IPO of 
Hartford Life's Class A Common Stock.  Pursuant to the IPO on May 22, 1997, 
Hartford Life sold to the public 26 million shares at $28.25 per share and 
received proceeds, net of offering expenses, of $687. Of the proceeds, $527 
was used to retire debt related to Hartford Life's promissory notes 
outstanding and line of credit. The remaining $160 was contributed by 
Hartford Life to HLA to support growth in its core businesses.  

The 26 million shares sold in the Offering represent approximately 18.6% of 
the equity ownership in Hartford Life and approximately 4.4% of the combined 
voting power of  Hartford Life's Class A and Class B Common Stock.  The 
Hartford owns all of the 114 million outstanding shares of Class B Common 
Stock of  Hartford Life, representing approximately 81.4% of the equity 
ownership in Hartford Life and approximately 95.6% of the combined voting 
power of Hartford Life's Class A and Class B Common Stock.  Holders of Class 
A Common Stock generally have identical rights to the holders of Class B 
Common Stock except that the holders of Class A Common Stock are entitled to 
one vote per share while holders of Class B Common Stock are entitled to five 
votes per share on all matters submitted to a vote of Hartford Life's 
stockholders.


                                      F-11


<PAGE>

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  INVESTMENTS AND DERIVATIVE INSTRUMENTS


<TABLE>
<CAPTION>
                                            For the years ended December 31,
                                            --------------------------------
                                               1997     1996     1995
- ----------------------------------------------------------------------------
<S>                                        <C>         <C>      <C>
(A) COMPONENTS OF NET INVESTMENT INCOME

Interest income from fixed maturities        $  932   $  918   $  996
Interest income from policy loans               425      477      342
Income from other investments                    26       15        1
- ----------------------------------------------------------------------------
Gross investment income                       1,383    1,410    1,339
Less:   Investment expenses                      15       13       11
- ----------------------------------------------------------------------------
  NET INVESTMENT INCOME                      $1,368   $1,397   $1,328
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

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

Fixed maturities                             $  (7)  $  (201)  $   23
Equity securities                               12         2       (6)
Real estate and other                           (1)       (4)     (25)
Less:  Increase in liability to policyholders 
  for realized capital gains                    --       (10)      (3)
- ----------------------------------------------------------------------------
NET REALIZED CAPITAL GAINS (LOSSES)          $   4   $  (213)  $  (11)
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

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

Gross unrealized capital gains               $  14   $    13   $    4
Gross unrealized capital losses                 --        (1)      (2)
- ----------------------------------------------------------------------------
Net unrealized capital gains                    14        12        2
Deferred income tax expense                      5         4        1
- ----------------------------------------------------------------------------
Net unrealized capital gains, net of tax         9         8        1
Balance -- beginning of year                     8         1       (6)
- ----------------------------------------------------------------------------
  NET CHANGE IN UNREALIZED CAPITAL GAINS 
    (LOSSES) ON EQUITY SECURITIES            $   1    $    7   $    7
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------

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

Gross unrealized capital gains               $ 371    $  386    $ 529
Gross unrealized capital losses                (80)     (341)    (569)
Unrealized capital (gains) losses 
  credited to policyholders                    (30)      (11)     (52)
- ----------------------------------------------------------------------------
Net unrealized capital gains (losses)          261        34      (92)
Deferred income tax expense (benefit)           91        12      (34)
- ----------------------------------------------------------------------------
Net unrealized capital gains (losses), 
  net of tax                                   170        22      (58)
Balance -- beginning of year                    22       (58)    (648)
- ----------------------------------------------------------------------------
  NET CHANGE IN UNREALIZED CAPITAL GAINS 
    (LOSSES) ON FIXED MATURITIES              $148       $80     $590
- ----------------------------------------------------------------------------
- ----------------------------------------------------------------------------
</TABLE>


                                     F-12


<PAGE>

                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)

(E) FIXED MATURITY INVESTMENTS
<TABLE>
<CAPTION>
                                                                                     AS OF DECEMBER 31, 1997
                                                                     ------------------------------------------------------
                                                                                      GROSS          GROSS    
                                                                      AMORTIZED    UNREALIZED     UNREALIZED
                                                                        COST          GAINS         LOSSES      FAIR VALUE 
                                                                     -----------  -------------  -------------  -----------
<S>                                                                  <C>          <C>            <C>            <C>        
U.S. gov't and gov't agencies and authorities                                                                              
 (guaranteed and sponsored)                                           $     217     $       3      $      (1)    $     219 
U.S. gov't and gov't agencies and authorities                                                                              
 (guaranteed and sponsored) -- asset backed                               1,175            64            (35)        1,204 
States, municipalities and political subdivisions                           211             7             (1)          217 
International governments                                                   376            20             (3)          393 
Public utilities                                                            871            26             (3)          894 
All other corporate including international                               5,033           200            (25)        5,208 
All other corporate -- asset backed                                       4,091            41             (8)        4,124 
Short-term investments                                                    1,318             -              -         1,318 
Certificates of deposit                                                     593            10             (4)          599 
                                                                     -----------        -----          -----    -----------
    TOTAL FIXED MATURITIES                                            $  13,885     $     371      $     (80)    $  14,176 
                                                                     -----------        -----          -----    -----------
                                                                     -----------        -----          -----    -----------
</TABLE>

<TABLE>
<CAPTION>
                                                                                     AS OF DECEMBER 31, 1996
                                                                       -----------------------------------------------------
                                                                                        GROSS         GROSS
                                                                        AMORTIZED    UNREALIZED    UNREALIZED 
                                                                          COST          GAINS        LOSSES     FAIR VALUE  
                                                                       -----------  -------------  -----------  ----------- 
<S>                                                                    <C>          <C>            <C>          <C>         
U.S. gov't and gov't agencies and authorities                                                                               
 (guaranteed and sponsored)                                             $     166     $      12     $      (3)   $     175  
U.S. gov't and gov't agencies and authorities                                                                               
 (guaranteed and sponsored) -- asset backed                                 1,970           161          (128)       2,003  
States, municipalities and political subdivisions                             373             6           (11)         368  
International governments                                                     281            12            (4)         289  
Public utilities                                                              877            12            (8)         881  
All other corporate including international                                 4,656           120          (107)       4,669  
All other corporate -- asset backed                                         3,601            49           (59)       3,591  
Short-term investments                                                      1,655            14           (21)       1,648  
                                                                       -----------        -----    -----------  ----------- 
    TOTAL FIXED MATURITIES                                              $  13,579     $     386     $    (341)   $  13,624  
                                                                       -----------        -----    -----------  ----------- 
                                                                       -----------        -----    -----------  ----------- 
</TABLE>

The amortized cost and estimated fair value of fixed maturity investments at 
December 31, 1997 by estimated maturity year are shown below.  Expected 
maturities differ from contractual maturities due to call or prepayment 
provisions.  Asset backed securities, including MBS and CMO's, are 
distributed to maturity year based on the Company's estimates of the rate of 
future prepayments of principal over the remaining lives of the securities.  
These estimates are developed using prepayment speeds provided in broker 
consensus data.  Such estimates are derived from prepayment speeds 
experienced at the interest rate levels projected for the applicable 
underlying collateral and can be expected to vary from actual experience.

 
<TABLE>
<CAPTION>
                                            AMORTIZED
MATURITY                                      COST      FAIR VALUE
                                           -----------  -----------
<S>                                        <C>          <C>
One year or less                            $   2,838    $   2,867
Over one year through five years                5,528        5,595
Over five years through ten years               3,094        3,156
Over ten years                                  2,425        2,558
                                           -----------  -----------
    TOTAL                                   $  13,885    $  14,176
                                           -----------  -----------
                                           -----------  -----------
</TABLE>


                                     F-13


<PAGE>

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


4.  INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)

(E)  FIXED MATURITY INVESTMENTS (CONTINUED)

Sales of fixed maturities, excluding short-term fixed maturities, for the 
years ended December 31, 1997, 1996 and 1995 resulted in proceeds of $4.2 
billion, $3.5 billion and $4.8 billion, gross realized capital gains of $169, 
$87 and $91, gross realized capital losses (including writedowns) of $176, 
$298 and $72, respectively.  Sales of equity security investments for the 
years ended December 31, 1997, 1996 and 1995 resulted in proceeds of $132, 
$74 and $64, gross realized capital gains of $12, $2 and $28 and gross 
realized capital losses of $0, $0 and $59, respectively.

(F) CONCENTRATION OF CREDIT RISK

Excluding investments in U.S. government and agencies, the Company has not 
invested in the securities of a single issuer in amounts greater than 10% of 
stockholder's equity at December 31, 1997. 

(G)  DERIVATIVE INSTRUMENTS

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

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

The Company's derivative program is monitored by an internal compliance unit 
and is reviewed by senior management and Hartford Life's Finance Committee.  
Notional amounts, which represent the basis upon which pay or receive amounts 
are calculated and are not reflective of credit risk, pertaining to 
derivative financial instruments (excluding the Company's guaranteed separate 
account derivative investments), totaled $6.5 billion and $9.9 billion ($4.6 
billion and $7.4 billion related to the Company's investments, $1.9 billion 
and $2.5 billion on the Company's  liabilities) at December 31, 1997 and 
1996, respectively.


                                     F-14


<PAGE>

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)

The table below provides a summary of derivative instruments held by the 
Company at December 31, 1997 and 1996, segregated by major investment and 
liability category:


<TABLE>
<CAPTION>
                    1997                                                    AMOUNT HEDGED (NOTIONAL AMOUNTS)
- -----------------------------------------------------------------------------------------------------------------------------------
                                            TOTAL     ISSUED      PURCHASED                   INTEREST      FOREIGN        TOTAL   
                                           CARRYING    CAPS &    CAPS, FLOORS                    RATE       CURRENCY      NOTIONAL  
ASSETS HEDGED                               VALUE     FLOORS     AND OPTIONS    FUTURES (2)     SWAPS      SWAPS (3)      AMOUNT   
- ----------------------------------------  ---------  ---------  ------------- --------------- ---------  -------------  -----------
<S>                                       <C>        <C>        <C>           <C>             <C>        <C>            <C>        
Asset backed securities (excluding                                                                              
 inverse floaters and anticipatory)       $   5,253  $     500    $   1,404      $      28    $     221    $      --     $   2,153 
Inverse floaters (1)                             75         47           80             --           25           --           152 
Anticipatory (4)                                 --         --           --             --           --           --            -- 
Other bonds and notes                         7,531        462          460             22        1,258           91         2,293 
Short-term investments                        1,317         --           --             --           --           --            -- 
                                          ---------  ---------  -------------          ---    ---------          ---    -----------
    TOTAL FIXED MATURITIES                   14,176      1,009        1,944             50        1,504           91         4,598 
Equity securities, policy loans and  
 other investments                            3,983         --           --             --           --           --            -- 
                                          ---------  ---------  -------------          ---    ---------          ---    -----------
    TOTAL INVESTMENTS                     $  18,159  $   1,009    $   1,944      $      50    $   1,504    $      91     $   4,598 
    LONG TERM DEBT                               --         --           --             --           --           --            -- 
    OTHER POLICY CLAIMS                          --         10          150             --        1,747           --         1,907 
                                          ---------  ---------  -------------          ---    ---------          ---    -----------
  TOTAL DERIVATIVES -- NOTIONAL VALUE                $   1,019    $   2,094      $      50    $   3,251    $      91     $   6,505 
                                          ---------  ---------  -------------          ---    ---------          ---    -----------
TOTAL DERIVATIVES -- FAIR VALUE                      $      (8)   $      23      $      --    $      19    $      (6)    $      28 
                                          ---------  ---------  -------------          ---    ---------          ---    -----------
                                          ---------  ---------  -------------          ---    ---------          ---    -----------
</TABLE>

<TABLE>
<CAPTION>
                    1996                                               AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                            --------------------------------------------------------------------------
                                              TOTAL     ISSUED      PURCHASED                 INTEREST     FOREIGN        TOTAL   
                                            CARRYING    CAPS &    CAPS, FLOORS                  RATE      CURRENCY      NOTIONAL  
                     ASSETS HEDGED            VALUE     FLOORS     AND OPTIONS   FUTURES (2)    SWAPS     SWAPS (3)      AMOUNT   
- ------------------------------------------  ---------  ---------  ------------- ------------- ---------  -----------   -----------
<S>                                         <C>        <C>        <C>           <C>           <C>        <C>           <C>        
Asset backed securities (excluding                                                                             
 inverse floaters and anticipatory)         $   5,242  $     500    $   2,454     $      --   $     941   $      --     $   3,895 
Inverse floaters (1)                              352         98          856            --         346          --         1,300 
Anticipatory (4)                                   --         --           --           132          --          --           132 
Other bonds and notes                           7,369        425          440             5       1,079         125         2,074 
Short-term investments                            661         --           --            --          --          --            -- 
                                            ---------  ---------  -------------       -----   ---------       -----    -----------
    TOTAL FIXED MATURITIES                     13,624      1,023        3,750           137       2,366         125         7,401 
Equity securities, policy loans and 
 other investments                              4,011         --           --            --          19          --            19 
                                            ---------  ---------  -------------       -----   ---------       -----    -----------
    TOTAL INVESTMENTS                       $  17,635  $   1,023    $   3,750     $     137   $   2,385   $     125     $   7,420 
    LONG TERM DEBT                                 --         --           --            --          --          --            -- 
    OTHER POLICY CLAIMS                            --         10          150            --       2,351          --         2,511 
                                            ---------  ---------  -------------       -----   ---------       -----    -----------
    TOTAL DERIVATIVES -- NOTIONAL VALUE                $   1,033    $   3,900     $     137   $   4,736   $     125     $   9,931 
                                            ---------  ---------  -------------       -----   ---------       -----    -----------
    TOTAL DERIVATIVES -- FAIR VALUE                    $     (10)   $      38     $      --   $       2   $      (9)    $      21 
                                            ---------  ---------  -------------       -----   ---------       -----    -----------
                                            ---------  ---------  -------------       -----   ---------       -----    -----------
</TABLE>

(1) INVERSE FLOATERS ARE VARIATIONS OF COLLATERALIZED MORTGAGE OBLIGATIONS 
    ("CMO'S") FOR WHICH THE COUPON RATES MOVE INVERSELY WITH AN INDEX RATE 
    SUCH AS THE LONDON INTERBANK OFFERED RATE ("LIBOR").  THE RISK TO 
    PRINCIPAL IS CONSIDERED NEGLIGIBLE AS THE UNDERLYING COLLATERAL FOR THE 
    SECURITIES IS GUARANTEED OR SPONSORED BY GOVERNMENT AGENCIES.  TO ADDRESS 
    THE VOLATILITY RISK CREATED BY THE COUPON VARIABILITY, THE COMPANY USES A 
    VARIETY OF DERIVATIVE INSTRUMENTS, PRIMARILY INTEREST RATE SWAPS, CAPS 
    AND FLOORS.

(2) AS OF DECEMBER 31, 1997 AND 1996, OVER 44% AND 39% , RESPECTIVELY, OF THE 
    NOTIONAL FUTURES CONTRACTS EXPIRE WITHIN ONE YEAR.

(3) AS OF DECEMBER 31, 1997 AND 1996, OVER 16% AND 42%, RESPECTIVELY, OF 
    FOREIGN CURRENCY SWAPS EXPIRE WITHIN ONE YEAR; THE BALANCE MATURES OVER 
    THE SUCCEEDING 9 YEARS.

(4) DEFERRED GAINS AND LOSSES ON ANTICIPATORY TRANSACTIONS ARE INCLUDED IN 
    THE CARRYING VALUE OF FIXED MATURITIES IN THE CONSOLIDATED BALANCE 
    SHEETS.  AT THE TIME OF THE ULTIMATE PURCHASE, THEY ARE REFLECTED AS A 
    BASIS ADJUSTMENT TO THE PURCHASED ASSET.  AT DECEMBER 31, 1997, THE 
    COMPANY HAD $0 DEFERRED GAINS AND LOSSES.  AT DECEMBER 31, 1996, THE 
    COMPANY HAD $0.9 IN NET DEFERRED GAINS FOR FUTURES, INTEREST RATE SWAPS 
    AND PURCHASED OPTIONS OF WHICH $2.0 WAS BASIS ADJUSTED IN 1997.


                                     F-15


<PAGE>

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4.  INVESTMENTS AND DERIVATIVE INSTRUMENTS (CONTINUED)

The following is a reconciliation of notional amounts by derivative type and 
strategy as of December 31, 1997 and 1996:

<TABLE>
<CAPTION>
                                                     DECEMBER 31, 1996                   MATURITIES/     DECEMBER 31, 1997  
                                                      NOTIONAL AMOUNT     ADDITIONS   TERMINATIONS (1)    NOTIONAL AMOUNT   
                                                    -------------------  -----------  ----------------- ------------------- 
<S>                                                 <C>                  <C>          <C>               <C>                 
BY DERIVATIVE TYPE                                                                                                          
Caps                                                     $   1,755        $      14       $     530          $   1,239      
Floors                                                       3,168               28           1,332              1,864      
Swaps/Forwards                                               4,861              941           2,460              3,342      
Futures                                                        137              131             218                 50      
Options                                                         10               --              --                 10      
                                                           -------       -----------        -------            -------      
    TOTAL                                                $   9,931        $   1,114       $   4,540          $   6,505      
                                                           -------       -----------        -------            -------      
                                                           -------       -----------        -------            -------      
BY STRATEGY                                                                                                                 
Liability                                                $   2,511        $     191       $     795          $   1,907      
Anticipatory                                                   132                4             136                 --      
Asset                                                        2,112              739           1,046              1,805      
Portfolio                                                    5,176              180           2,563              2,793      
                                                           -------       -----------        -------            -------      
    TOTAL                                                $   9,931        $   1,114       $   4,540          $   6,505      
                                                           -------       -----------        -------            -------      
                                                           -------       -----------        -------            -------      
</TABLE>

(1) DURING 1997, THE COMPANY HAD NO SIGNIFICANT GAINS OR LOSSES ON 
    TERMINATIONS OF HEDGE POSITIONS USING DERIVATIVE FINANCIAL INSTRUMENTS.

5.  FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107 "Disclosure about Fair 
Value of Financial Instruments" requires disclosure of fair value information 
of financial instruments. For certain financial instruments where quoted 
market prices are not available, other independent valuation techniques and 
assumptions are used. Because considerable judgment is used, these estimates 
are not necessarily indicative of amounts that could be realized in a current 
market exchange. SFAS No. 107 excludes certain financial instruments from 
disclosure, including insurance contracts.

For cash, short-term investments, accounts receivable, policy loans, mortgage 
loans and other liabilities, carrying amounts on the Consolidated Balance 
Sheets approximate fair value.

Fair value for fixed maturities and marketable equity securities are based 
upon quoted market prices.  Fair value for securities that are not publicly 
traded are analytically determined. These amounts are disclosed in Note 4 of 
Notes to Consolidated Financial Statements.

The fair value of derivative financial instruments, including swaps, caps, 
floors, futures, options and forward commitments, is determined using a 
pricing model which is validated through quarterly comparison to dealer 
quoted prices.  Amounts are disclosed in Note 4 of Notes to Consolidated 
Financial Statements.

Fair value for partnerships and trusts are based on external market 
valuations from partnership and trust management.

Other policy claims and benefits payable fair value information is determined 
by estimating future cash flows, discounted at the current market rate.


                                     F-16


<PAGE>

               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

5.  FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

The carrying amount and fair values of  the Company's financial instruments 
at December 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
                                                            1997                  1996
                                                    --------------------  --------------------
                                                    CARRYING     FAIR     CARRYING     FAIR
                                                     AMOUNT      VALUE     AMOUNT      VALUE
                                                    ---------  ---------  ---------  ---------
<S>                                                 <C>        <C>        <C>        <C>
ASSETS
  Fixed maturities                                  $  14,176  $  14,176  $  13,624  $  13,624
  Equity securities                                       180        180        119        119
  Policy loans                                          3,756      3,756      3,836      3,836
  Mortgage loans                                           --         --          2          2
  Investments in partnerships, trusts and other            47         91         54        104
LIABILITIES
  Other policy benefits                             $  11,769  $  11,755  $  11,707  $  11,469
</TABLE>

6.  SEPARATE ACCOUNTS

The Company maintained separate account assets and liabilities totaling $69.1 
billion and $49.7 billion at December 31, 1997 and 1996, respectively, which 
are reported at fair value. Separate account assets are segregated from other 
investments and net investment income and net realized capital gains and 
losses accrue directly to the policyholder. Separate accounts reflect two 
categories of risk assumption: non-guaranteed separate accounts totaling 
$58.6 billion and $39.4 billion at December 31, 1997 and 1996, respectively, 
wherein the policyholder assumes the investment risk, and guaranteed separate 
accounts totaling $10.5 and $10.3 billion at December 31, 1997 and 1996, 
respectively, wherein the Company contractually guarantees either a minimum 
return or account value to the policyholder. Included in the non-guaranteed 
category were policy loans totaling $1.9 billion and $2.0 billion at December 
31, 1997 and 1996, respectively. Net investment income (including net 
realized capital gains and losses) and interest credited to policyholders on 
separate account assets are not reflected in the Consolidated Statements of 
Income.

Separate account management fees were $699, $538 and $387 in 1997, 1996 and 
1995, respectively.  The guaranteed separate accounts include fixed market 
value adjusted individual annuity and modified guaranteed life insurance.  
The average credited interest rate on these contracts was 6.52% at December 
31, 1997. The assets that support these liabilities were comprised of $10.2 
billion in fixed maturities as of December 31, 1997. The portfolios are 
segregated from other investments and are managed to minimize liquidity and 
interest rate risk. In order to minimize the risk of disintermediation 
associated with early withdrawals, fixed MVA annuity and modified guaranteed 
life insurance contracts carry a graded surrender charge as well as a market 
value adjustment. Additional investment risk is hedged using a variety of 
derivatives which totaled $119 in carrying value and $3.0 billion in notional 
amounts as of December 31, 1997.

7.  INCOME TAX

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

As long as The Hartford continues to beneficially own, directly or 
indirectly, at least 80% of the combined voting power and 80% of the value of 
the outstanding capital stock of Hartford Life, the Company will be included 
for Federal income tax purposes in the affiliated group of which The Hartford 
is the common parent.  To the extent allowed by law, it is the intention of 
The Hartford and its subsidiaries to continue to file a single consolidated 
Federal income tax return. The Company will continue to remit (receive from) 
The Hartford a current income tax provision (benefit) computed in accordance 
with such tax sharing agreement.  The Company's effective tax rate was 36%, 
35% and 32% in 1997, 1996 and 1995, respectively. 


                                     F-17


<PAGE>

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)


7.  INCOME TAX (CONTINUED)

Income tax expense is as follows:


For the years ended December 31,

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER
                                                       31,
                                         -------------------------------
                                           1997       1996       1995
                                         ---------  ---------  ---------
<S>                                      <C>        <C>        <C>
Current                                  $     119  $     122  $     211
Deferred                                        48       (102)      (149)
                                         ---------  ---------  ---------
  INCOME TAX EXPENSE                     $     167  $      20  $      62
                                         ---------  ---------  ---------
                                         ---------  ---------  ---------
</TABLE>

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

For the years ended December 31,

<TABLE>
<CAPTION>
                                              FOR THE YEARS ENDED DECEMBER 31,
                                             -----------------------------------
                                               1997        1996         1995
                                             ---------     -----        -----
<S>                                          <C>        <C>          <C>
Tax provision at the U.S. Federal statutory
 rate                                        $     164   $      20    $      67
Tax-exempt income                                   --          --           (3)
Foreign tax credit                                  --          --           (4)
Other                                                3          --            2
                                             ---------         ---          ---
  TOTAL                                      $     167   $      20    $      62
                                             ---------         ---          ---
                                             ---------         ---          ---
</TABLE>

Deferred tax assets include the following at December 31:

<TABLE>
<CAPTION>
                                                       DECEMBER 31,
                                                   --------------------
                                                     1997       1996
                                                   ---------  ---------
<S>                                                <C>        <C>
Tax return deferred acquisition costs              $     639  $     514
Financial statement deferred acquisition costs
 and reserves                                           (366)      (242)
Employee benefits                                          5          8
Net unrealized capital gains on securities               (96)       (16)
Investments and other                                    166        210
                                                   ---------  ---------
  TOTAL                                            $     348  $     474
                                                   ---------  ---------
                                                   ---------  ---------
</TABLE>

Income taxes paid were $9, $189 and $162 in 1997, 1996 and 1995, 
respectively. The Company had a current tax payment of $27 due to The 
Hartford at December 31, 1997 and a tax refund due from The Hartford of $72 
at December 31, 1996.

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, 1997 was $37.


                                     F-18


<PAGE>

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8.  POSTRETIREMENT BENEFIT AND SAVINGS PLANS

(A)  PENSION PLANS

The Company's employees are included in The Hartford's noncontributory 
defined benefit pension plans.  These plans provide pension benefits that are 
based on years of service and the employee's compensation during the last ten 
years of employment.  The Company's funding policy is to contribute annually 
an amount between the minimum funding requirements set forth in the Employee 
Retirement Income Security Act of 1974, as amended, and the maximum amount 
that can be deducted for U.S. Federal income tax purposes.  Generally, 
pension costs are funded through the purchase of the Company's group pension 
contracts.  The cost to the Company was approximately $5, $5 and $2 in 1997, 
1996 and 1995, respectively.

The Company also provides, through The Hartford, certain health care and life 
insurance benefits for eligible retired employees.  A substantial portion of 
the Company's employees may become eligible for these benefits upon 
retirement.  The Company's contribution for health care benefits will depend 
on the retiree's date of retirement and years of service.  In addition, the 
plan has a defined dollar cap which limits average Company contributions.  
The Company has prefunded a portion of the health care and life insurance 
obligations through trust funds where such prefunding can be accomplished on 
a tax effective basis.  Postretirement health care and life insurance 
benefits expense, allocated by The Hartford, was immaterial to the results of 
operations for 1997, 1996 and 1995, respectively.

The assumed rate in the per capita cost of health care (the health care trend 
rate) was 8.5% for 1997, 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 covered employees. 

(B) INVESTMENT AND SAVINGS PLAN

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

9. STOCK COMPENSATION PLANS

During the second quarter of 1997, Hartford Life adopted the 1997 HLI 
Incentive Stock Plan (the "Plan").  Under the Plan, options granted may be 
either non-qualified options or incentive stock options qualifying under 
Section 422A of the Internal Revenue Code.  The aggregate number of shares of 
Class A Common Stock which may be awarded in any one year shall be subject to 
an annual limit.  The maximum number of shares of Class A Common Stock which 
may be granted under the Plan in each year shall be 1.5% of the total issued 
and outstanding shares of Hartford Life Class A Common Stock and treasury 
stock as reported in the Annual Report on Hartford Life's Form 10-K for the 
preceding year plus unused portions of such limit from prior years.  In 
addition, no more than 5,000,000 shares of Class A Common Stock shall be 
cumulatively available for awards of incentive stock options under the Plan, 
and no more than 20% of the total number of shares on a cumulative basis 
shall be available for restricted stock and performance shares.  

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

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

During the second quarter of 1997, Hartford Life established the HLI Employee 
Stock Purchase Plan ("ESPP").  Under this plan, eligible employees of 
Hartford Life and the Company may purchase Class A Common Stock of 
Hartford Life at a 15% discount from the lower of the market price at the 
beginning or end of the quarterly offering period.  Hartford Life may sell up 
to 2,700,000 shares of stock to eligible employees.  Hartford Life sold 
54,316 shares under the ESPP in 1997.


                                     F-19


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED )

10.  REINSURANCE

The Company cedes insurance to other insurers, including its parent HLA, in 
order to limit its maximum loss.  Such transfer does not relieve the Company 
of its primary liability.  The Company also assumes insurance from other 
insurers.  Failure of reinsurers to honor their obligations could result in 
losses to the Company.  The Company evaluates the financial condition of its 
reinsurers and monitors concentration of credit risk.

Net premiums and other considerations were comprised of the following:

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER 31,
                                      -------------------------------
                                        1997       1996       1995
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Gross premiums                        $   2,164  $   2,138  $   1,545
Assumed                                     159        190        591
Ceded                                      (686)      (623)      (649)
                                      ---------  ---------  ---------
  NET PREMIUMS AND OTHER
   CONSIDERATIONS                     $   1,637  $   1,705  $   1,487
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>

The Company ceded approximately $76, $100 and $101 of group life premium in 
1997, 1996 and 1995, respectively, representing $33.6 billion,  $33.3 billion 
and $32.3 billion of insurance in force, respectively.  The Company ceded 
$339, $318 and $320 of accident and health premium to HLA in 1997, 1996 and 
1995, respectively.  The Company assumed $89, $101 and $103 of premium in 
1997, 1996 and 1995, respectively, representing $8.2 billion, $8.5 billion 
and $8.5 billion of individual life insurance in force, respectively, from 
HLA.

Life reinsurance recoveries, which reduce death and other benefits, 
approximated $158, $140 and $220 for the years ended December 31, 1997, 1996 
and 1995, respectively.

As of December 31, 1997, the Company had reinsurance recoverables of $5.0 
billion from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"), 
supported by assets in a security trust of $5.0 billion (including policy 
loans and accrued interest of $4.5 billion).  The risk of Mutual Benefit 
becoming insolvent is mitigated by the reinsurance agreement's requirement 
that the assets be kept in a security trust with the Company as sole 
beneficiary.  The Company has no other significant reinsurance-related 
concentrations of credit risk.

11. RELATED PARTY TRANSACTIONS

Transactions of the Company with HA&I and its affiliates relate principally 
to tax settlements, reinsurance, insurance coverage, rental and service fees, 
payment of  dividends and capital contributions.  In addition, certain 
affiliated insurance companies purchased group annuity contracts from the 
Company to fund pension costs and claim annuities to settle casualty claims.  
Substantially all general insurance expenses related to the Company, 
including rent and employee benefit plan expenses, are initially paid by The 
Hartford.  Direct expenses are allocated to the Company using specific 
identification, and indirect expenses are allocated using other applicable 
methods.  Indirect expenses include those for corporate areas which, 
depending on type, are allocated based on either a percentage of direct 
expenses or on utilization.  Indirect expenses allocated to the Company by 
The Hartford were $34, $40, and $45 in 1997, 1996 and 1995, respectively.  
Management believes that the methods used are reasonable.

The rent paid to Hartford Fire for space occupied by the Company was $7 in 
1997, and $3 in 1996 and 1995.  The Company expects to pay annual rent of $7 
in 1998 and 1999, respectively, $12 in 2000 and 2001, respectively, $13 in 
2002 and $87 thereafter, over the remaining term of the sublease, which 
expires on December 31, 2009.  Rental expense is recognized over a level 
basis over the term of the sublease and amounted to approximately $9 in 1997 
and $8 in 1996 and 1995.

12.  STATUTORY RESULTS

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


                                     F-20


<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED )

12.  STATUTORY RESULTS (CONTINUED)

<TABLE>
<CAPTION>
                                      FOR THE YEARS ENDED DECEMBER 31,
                                      -------------------------------
                                        1997       1996       1995
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Statutory net income                  $     214  $     144  $     112
                                      ---------  ---------  ---------
Statutory surplus                     $   1,441  $   1,207  $   1,125
                                      ---------  ---------  ---------
</TABLE>

A significant percentage of the consolidated statutory surplus is permanently 
reinvested or is subject to various state regulatory restrictions which limit 
the payment of dividends without prior approval.  The total amount of 
statutory dividends which may be paid by the insurance subsidiaries of the 
Company in 1998 is estimated to be $144.  

13.  COMMITMENTS AND CONTINGENT LIABILITIES

(A) LITIGATION

The Company is involved in pending and threatened litigation in the normal 
course of its business in which claims for monetary and punitive damages have 
been asserted. Although there can be no assurances, management, at the 
present time, does not anticipate that the ultimate liability arising from 
such pending or threatened litigation will have a material effect on the 
financial condition or operating results of the Company.

(B) GUARANTY FUNDS

Under insurance guaranty fund laws in each state, the District of Columbia 
and Puerto Rico, insurers licensed to do business can be assessed by state 
insurance guaranty associations for certain obligations of insolvent 
insurance companies to policyholders and claimants. Recent regulatory actions 
against certain large life insurers encountering financial difficulty have 
prompted various state insurance guaranty associations to begin assessing 
life insurance companies for the deemed losses.  Most of these laws do 
provide, however, that an assessment may be excused or deferred if it would 
threaten an insurer's solvency and further provide annual limits on such 
assessments.  A large part of the assessments paid by the Company's insurance 
subsidiaries pursuant to these laws may be used as credits for a portion of 
the Company's insurance subsidiaries' premium taxes. The Company paid 
guaranty fund assessments of approximately $15, $11 and $10 in 1997, 1996 and 
1995, respectively, of which $4, $5, and $6 were estimated to be creditable 
against premium taxes. 

14.  BUSINESS SEGMENT INFORMATION

The Company, along with its parent, sells financial products such as fixed 
and variable annuities, retirement plan services, and life and disability 
insurance on both an individual and a group basis.  The Company divides its 
core businesses into three segments: Annuity, Individual Life Insurance, and 
Employee Benefits. The Company also maintains a Guaranteed Investment 
Contracts segment, which is primarily comprised of guaranteed rate contract 
business written prior to 1995 and a Corporate Operation. The Annuity segment 
offers individual variable annuities and fixed market value adjusted 
annuities, deferred compensation and retirement plan services, mutual funds, 
investment management services and other financial products. The Individual 
Life Insurance segment sells a variety of individual life insurance products, 
including variable life, universal life, interest-sensitive whole life, and 
term life policies. The Employee Benefits segment sells group insurance 
products, including group life, group short- and long-term disability and 
corporate owned life insurance, and engages in certain international 
operations. The Guaranteed Investment Contracts segment sells a limited 
amount of guaranteed investment contracts and contains Closed Book GRC. 
Through its Corporate Operation, the Company reports items that are not 
directly allocable to any of its business segments. Included in the Corporate 
Operation are unallocated income and expense and certain other items not 
directly allocable to any segment. Net realized capital gains and losses are 
recognized in the period of realization, but are allocated to the segments 
utilizing durations of the segment portfolios.


                                     F-21


<PAGE>


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14.  BUSINESS SEGMENT INFORMATION (CONTINUED)

The following table outlines revenues, operating income and assets by 
business segment:

<TABLE>
<CAPTION>
                                 FOR THE YEARS ENDED DECEMBER 31,
                                 -------------------------------
                                   1997       1996       1995
                                 ---------  ---------  ---------
<S>                              <C>        <C>        <C>
REVENUES
  Annuity                        $   1,269  $     968  $     719
  Individual Life Insurance            487        440        383
  Employee Benefits                    972      1,366      1,273
  Guaranteed Investment
   Contracts                           241         34        377
  Corporate Operation                   40         81         52
                                 ---------  ---------  ---------
    TOTAL REVENUES               $   3,009  $   2,889  $   2,804
                                 ---------  ---------  ---------
                                 ---------  ---------  ---------
INCOME (LOSS) BEFORE INCOME TAX
 EXPENSE (BENEFIT)
  Annuity                        $     317  $     226  $     171
  Individual Life Insurance             85         68         56
  Employee Benefits                     53         44         37
  Guaranteed Investment
   Contracts                            --       (346)      (103)
  Corporate Operation                   14         66         30
                                 ---------  ---------  ---------
    TOTAL INCOME BEFORE INCOME
     TAX EXPENSE                 $     469  $      58  $     191
                                 ---------  ---------  ---------
                                 ---------  ---------  ---------
ASSETS
  Annuity                        $  69,152  $  52,877  $  39,732
  Individual Life Insurance          4,918      3,753      3,173
  Employee Benefits                 18,196     14,708     13,494
  Guaranteed Investment
   Contracts                         3,347      4,533      6,069
  Corporate Operation                2,343      1,891      1,729
                                 ---------  ---------  ---------
    TOTAL ASSETS                 $  97,956  $  77,762  $  64,197
                                 ---------  ---------  ---------
                                 ---------  ---------  ---------
</TABLE>


                                      F-22


<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES

                                SCHEDULE I

         SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN AFFILIATES 



(IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                              AS OF DECEMBER 31, 1997
                                                                                      ------------------------------------- 
                                                                                                                AMOUNT AT   
                                                                                                                  WHICH     
                                                                                                    FAIR        SHOWN ON    
TYPE OF INVESTMENT                                                                       COST       VALUE     BALANCE SHEET 
- ------------------------------------------------------------------------------------  ---------  ---------    ------------- 
<S>                                                                                    <C>        <C>         <C>           
FIXED MATURITIES                                                                                                            
Bonds and Notes                                                                                                             
  U. S. gov't and gov't agencies and authorities (guaranteed and sponsored)            $     217  $     219    $       219  
  U. S. gov't and gov't agencies and authorities (guaranteed and sponsored) --                                              
   asset-backed                                                                            1,175      1,204          1,204  
  States, municipalities and political subdivisions                                          211        217            217  
  International governments                                                                  376        393            393  
  Public utilities                                                                           871        894            894  
  All other corporate including international                                              5,033      5,208          5,208  
  All other corporate -- asset-backed                                                      4,091      4,124          4,124  
  Short-term investments                                                                   1,318      1,318          1,318  
Certificates of deposit                                                                      593        599            599  
                                                                                       ---------  ---------   ------------- 
    TOTAL FIXED MATURITIES                                                                13,885     14,176         14,176  
                                                                                       ---------  ---------   ------------- 

EQUITY SECURITIES                                                                                                           
Common Stocks                                                                                                               
  Public utilities                                                                            --         --             --  
  Banks, trusts and insurance companies                                                       --         --             --  
  Industrial and miscellaneous                                                               166        180            180  
  Nonredeemable preferred stocks                                                              --         --             --  
                                                                                       ---------  ---------   ------------- 
    TOTAL EQUITY SECURITIES                                                                  166        180            180  
                                                                                       ---------  ---------   ------------- 
    TOTAL FIXED MATURITIES AND EQUITY SECURITIES                                          14,051     14,356         14,356  
                                                                                       ---------  ---------   ------------- 

REAL ESTATE                                                                                   --         --             --  

OTHER INVESTMENTS                                                                                                           
  Mortgage loans on real estate                                                               --         --             --  
  Policy loans                                                                             3,756      3,756          3,756  
  Investments in partnerships, trusts and other                                               47         91             47  
                                                                                       ---------  ---------   ------------- 
    TOTAL OTHER INVESTMENTS                                                                3,803      3,847          3,803  
                                                                                       ---------  ---------   ------------- 
    TOTAL INVESTMENTS                                                                  $  17,854  $  18,203    $    18,159  
                                                                                       ---------  ---------   ------------- 
                                                                                       ---------  ---------   ------------- 
</TABLE>


                                      S-1


<PAGE>

                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES

                               SCHEDULE III

                    SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

(IN MILLIONS)

<TABLE>
<CAPTION>
                                               FUTURE POLICY                                                 
                                                 BENEFITS,         OTHER                                     
                                DEFERRED       UNPAID CLAIMS      POLICY                                     
                                 POLICY          AND CLAIM      CLAIMS AND     PREMIUMS AND         NET      
                               ACQUISITION      ADJUSTMENT       BENEFITS          OTHER        INVESTMENT   
SEGMENT                           COSTS          EXPENSES         PAYABLE     CONSIDERATIONS      INCOME     
- -------------------------------------------------------------------------------------------------------------
<S>                           <C>              <C>              <C>           <C>               <C>          
1997                                                                                                         
Annuity                         $   2,478        $   2,070       $   6,838       $     769       $     500   
Individual Life                                                                                              
 Insurance                            837              392           2,182             323             164   
Employee Benefits                      --              780           9,232             541             431   
Guaranteed Investment                                                                                        
 Contracts                             --               --           2,782               2             239   
Corporate Operation                    --               28              --               2              34   
- -------------------------------------------------------------------------------------------------------------
  CONSOLIDATED OPERATIONS       $   3,315        $   3,270       $  21,034       $   1,637       $   1,368   
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
                                                                                                             
1996                                                                                                         
Annuity                         $   2,030        $   1,526       $   6,016       $     535       $     433   
Individual Life                                                                                              
 Insurance                            730              346           2,160             287             153   
Employee Benefits                      --              574           9,834             881             485   
Guaranteed Investment                                                                                        
 Contracts                             --               --           4,124               2             251   
Corporate Operation                    --               28              --              --              75   
- -------------------------------------------------------------------------------------------------------------
  CONSOLIDATED OPERATIONS       $   2,760        $   2,474       $  22,134       $   1,705       $   1,397   
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------
                                                                                                             
1995                                                                                                         
Annuity                         $   1,561        $   1,314       $   5,661       $     319       $     400   
Individual Life                                                                                              
 Insurance                            615              706           1,932             246             137   
Employee Benefits                      12              325           9,285             922             351   
Guaranteed Investment                                                                                        
 Contracts                             --               28           5,720              --             377   
Corporate Operation                    --               --              --                              63   
- -------------------------------------------------------------------------------------------------------------
  CONSOLIDATED OPERATIONS       $   2,188        $   2,373       $  22,598       $   1,487       $   1,328   
- -------------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------------

<CAPTION>
                                              BENEFITS,                                                      
                                             CLAIMS AND      AMORTIZATION OF                                 
                            NET REALIZED        CLAIM        DEFERRED POLICY                                 
                            CAPITAL GAINS    ADJUSTMENT        ACQUISITION     DIVIDENDS TO        OTHER     
SEGMENT                       (LOSSES)        EXPENSES            COSTS        POLICYHOLDERS     EXPENSES    
- -----------------------------------------------------------------------------------------------------------  
<S>                        <C>              <C>              <C>              <C>              <C>           
1997                                                                                                         
Annuity                       $      --       $     445         $     250        $      --       $     257   
Individual Life                                                                                              
 Insurance                           --             242                83               --              77   
Employee Benefits                    --             425                 2              240             252   
Guaranteed Investment                                                                                        
 Contracts                           --             232                --               --               9   
Corporate Operation                   4              35                --               --              (9)  
- -----------------------------------------------------------------------------------------------------------  
  CONSOLIDATED OPERATIONS     $       4       $   1,379         $     335        $     240       $     586   
- -----------------------------------------------------------------------------------------------------------  
- -------------------------------------------------------------------------------------------------------------
                                                                                                             
1996                                                                                                         
Annuity                       $      --       $     412         $     174        $      --       $     156   
Individual Life                                                                                              
 Insurance                           --             245                59               --              68   
Employee Benefits                    --             546                --              635             141   
Guaranteed Investment                                                                                        
 Contracts                         (219)            332                 1               --              47   
Corporate Operation                   6              --                --               --              15   
- -----------------------------------------------------------------------------------------------------------  
  CONSOLIDATED OPERATIONS     $    (213)      $   1,535         $     234        $     635       $     427   
- -----------------------------------------------------------------------------------------------------------  
- -------------------------------------------------------------------------------------------------------------
                                                                                                             
1995                                                                                                         
Annuity                       $      --       $     317         $     117        $      --       $     114   
Individual Life                                                                                              
 Insurance                           --             203                70               --              54   
Employee Benefits                    --             424                --              675             137   
Guaranteed Investment                                                                                        
 Contracts                           --             453                12               --              15  
Corporate Operation                 (11)             25                --               --              (3)   
- -----------------------------------------------------------------------------------------------------------  
  CONSOLIDATED OPERATIONS     $     (11)      $   1,422         $     199        $     675       $     317   
- -----------------------------------------------------------------------------------------------------------  
- -------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-2


<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES 

                               SCHEDULE IV

                               REINSURANCE


<TABLE>
<CAPTION>                                                                                                          
                                                                                                            PERCENTAGE OF    
                                                  GROSS         CEDED TO        ASSUMED FROM       NET    AMOUNT ASSUMED TO  
(IN MILLIONS)                                     AMOUNT    OTHER COMPANIES   OTHER COMPANIES    AMOUNT          NET         
- -----------------------------------------------------------------------------------------------------------------------------
<S>                                            <C>         <C>               <C>               <C>       <C>                
FOR THE YEAR ENDED DECEMBER 31, 1997                                                                               
LIFE INSURANCE IN FORCE                         $  245,487    $    178,771       $   33,156     $  99,872         33.2%      
INSURANCE REVENUES                                                                                                 
  Life insurance and annuities                       1,818             340              157         1,635          9.6%      
  Accident and health insurance                        346             346                2             2        100.0%      
- -----------------------------------------------------------------------------------------------------------------------------
      TOTAL INSURANCE REVENUES                  $    2,164    $        686       $      159     $   1,637          9.7%       
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1996                                                           
  Life insurance in force                       $  177,094    $    106,146       $   31,957     $ 102,905         31.1%      
  INSURANCE REVENUES                                                                            
    Life insurance and annuities                     1,801             298              169         1,672         10.1%       
    Accident and health insurance                      337             325               21            33         63.6%       
- -----------------------------------------------------------------------------------------------------------------------------
      TOTAL INSURANCE REVENUES                  $    2,138    $        623       $      190     $   1,705         11.1%        
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1995                                                           
  Life insurance in force                       $  182,716    $    112,774       $   26,996     $  96,938         27.8%         
  INSURANCE REVENUES                                                                                                  
    Life insurance and annuities                     1,232             325              574         1,481         38.8%         
    Accident and health insurance                      313             324               17             6        283.3%         
- -----------------------------------------------------------------------------------------------------------------------------
     TOTAL INSURANCE REVENUES                   $    1,545    $        649       $      591     $   1,487         39.7%         
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                      S-3


<PAGE>

                                 SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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

                                                      By: Mary Jane Fortin
                                                      -----------------------
                                                      Mary Jane Fortin
                                                      Assistant Vice President

Date: March 27, 1998

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
report has been signed by the following persons in the capacities and on the 
dates indicated.


<TABLE>
<CAPTION>

      SIGNATURE                        TITLE                         DATE
      ---------                        -----                         ----
<S>                                    <C>                           <C>
/s/ Ramani Ayer          Chairman, Chief Executive Officer,      March 27, 1998
- ---------------------               and Director
Ramani Ayer

/s/ Lowndes A. Smith     President, Chief Operating Officer,     March 27, 1998
- ---------------------               and Director
Lowndes A. Smith

/s/ Gregory A. Boyko            Senior Vice President,           March 27, 1998
- ---------------------    Chief Financial Officer and Treasurer
Gregory A. Boyko


/s/ Thomas M. Marra             Senior Vice President            March 27, 1998
- ---------------------               and Director
Thomas M. Marra


/s/ John P. Ginnetti          Executive Vice President           March 27, 1998
- ---------------------               and Director
John P. Ginnetti

</TABLE>

                                     II-1

<PAGE>

                  HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                                      FORM 10-K
                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
                                   EXHIBITS INDEX

   EXHIBIT #
- ------------

3.01              Restated Certificate of Incorporation of Hartford Life
                  Insurance Company filed March 1985 (File No. 2-89516) is
                  incorporated herein by reference.

3.02              By-Laws of Hartford Life Insurance Company filed March 1985
                  (File No. 2-89516) is incorporated herein by reference.

4.01              Restated Certificate of Incorporation and By-Laws of
                  Hartford Life Insurance Company (included as Exhibits 3.01 
                  and 3.02, respectively).

10.1              Management Agreement between Hartford Life Insurance Company
                  and The Hartford Investment Management Company was filed as
                  Exhibit 10.3 to Hartford Life, Inc.'s Form 10-Q filed for 
                  the quarter ended June 30, 1997 and is incorporated herein 
                  by reference.

10.2              Management Agreement among Hartford Life Insurance Company,
                  certain of its affiliates and Hartford Investment 
                  Services, Inc. was filed as Exhibit 10.4 to Hartford Life, 
                  Inc.'s Form 10-Q filed for the quarter ended June 30, 1997 
                  and is incorporated herein by reference.

10.3              Tax sharing agreement among Hartford Life Insurance 
                  Company, The Hartford Financial Services Group, Inc. and
                  certain of their affiliates was filed as Exhibit 10.2 to
                  Hartford Life, Inc.'s Form 10-Q filed for the quarter
                  ended June 30, 1997 and is incorporated herein by
                  reference.

27                Financial Data Schedule is filed herewith.



                                     II-2


<TABLE> <S> <C>

<PAGE>
<ARTICLE> 7
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   12-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-END>                               DEC-31-1997
<DEBT-HELD-FOR-SALE>                            14,176
<DEBT-CARRYING-VALUE>                                0
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                         180
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                  18,159
<CASH>                                              54
<RECOVER-REINSURE>                               6,325
<DEFERRED-ACQUISITION>                           3,315
<TOTAL-ASSETS>                                  97,956
<POLICY-LOSSES>                                  3,270
<UNEARNED-PREMIUMS>                                  0
<POLICY-OTHER>                                  21,034
<POLICY-HOLDER-FUNDS>                           69,055
<NOTES-PAYABLE>                                      0
                                0
                                          0
<COMMON>                                             6
<OTHER-SE>                                       2,337    
<TOTAL-LIABILITY-AND-EQUITY>                    97,956
                                       1,637
<INVESTMENT-INCOME>                              1,368
<INVESTMENT-GAINS>                                   4
<OTHER-INCOME>                                       0
<BENEFITS>                                       1,379
<UNDERWRITING-AMORTIZATION>                        335
<UNDERWRITING-OTHER>                               814
<INCOME-PRETAX>                                    469
<INCOME-TAX>                                       167
<INCOME-CONTINUING>                                302
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       302
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0
        

</TABLE>


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