HARTFORD LIFE INSURANCE CO, POS AM, 1999-04-15

HARTFORD LIFE INSURANCE CO
POS AM, 1999-04-15

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<PAGE>

As filed with the Securities and Exchange Commission on April 15, 1999.

File No. 333-30013

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 3 TO
FORM S-2
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933

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

CONNECTICUT
(State or other jurisdiction of incorporation or organization)

6355
(Primary Standard Industrial Classification Code Number)

06-094148
(I.R.S. Employer Identification Number)

P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999
(Address of Principal Executive Office)

MARIANNE O'DOHERTY, ESQ.
HARTFORD LIFE INC.
P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999
(860) 843-6733
(Name, address, including zip code, and telephone
number, including area code, of agent for service)

Approximate date of commencement of proposed sale to the public: May 3, 1999

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

If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item 11 (a)(1)
of this form, check the following box. [ ]

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HARTFORD
LIFE INSURANCE COMPANY
THE GENERAL ACCOUNT OPTION
[LOGO]
UNDER GROUP VARIABLE ANNUITY CONTRACTS
ISSUED BY HARTFORD LIFE INSURANCE COMPANY

This Prospectus describes the General Account Option available under
certain group variable annuity contracts (the "Contract" or "Contracts").
Hartford Life Insurance Company issues the Contracts with respect to its
Separate Accounts known as Hartford Life Insurance Company DC Variable
Account-I and a series of Hartford Life Insurance Company Separate Account
Two. This Prospectus must be accompanied by, and should be read together with,
the prospectus for the Contract and the applicable Separate Accounts.

We issue the Contracts in connection with Deferred Compensation Plans of
tax-exempt and governmental employers. The Contract Owner can allocate
Contributions, in whole or in part, to the General Account Option or to the
Separate Accounts during the period before annuity payments start.
Contributions allocated to the General Account Option become part of our
company assets in our General Account. During the period before annuity
payments start, we credit interest on Contract values allocated to the General
Account Option at a rate of interest that is at least equal to the Guaranteed
Interest Rate stated in the Contract. We can declare rates of interest from
time to time that are greater than the Guaranteed Interest Rate.

The Mortality, Expense Risk and Administrative charge applicable to
Contract values in the Separate Accounts does not apply to the General Account
Option. However, all other charges as described in the prospectus for the
Contract and the Separate Accounts accompanying this Prospectus, including the
Annual Maintenance Fee, Contingent Deferred Sales Charges, Transfer Fee and
Charges for Premium Taxes, apply equally to Contract values held in the
General Account Option.

We generally process distributions and transfers from the General Account
Option within a reasonable period of time after we receive a Participant
request at our Administrative Office. We deduct applicable charges from
distributions and transfers. Under certain conditions, transfers from the
General Account Option may be limited or deferred. Distributions may be
deferred or subject to a market value adjustment that could result in your
receipt of less than the total of your Contributions.

If you decide to become a Contract Owner or a Participant, you should keep
this Prospectus for your records.

This Prospectus is filed with the Securities and Exchange Commission. The
Securities and Exchange Commission doesn't approve or disapprove these
securities or determine if the information is truthful or complete. Anyone who
represents that the Securities and Exchange Commission does these things may
be guilty of a criminal offense.

This Prospectus can also be obtained from the Securities and Exchange
Commission's website (HTTP:// WWW.SEC.GOV).

This group variable annuity contract IS NOT:

- A bank deposit or obligation

- Federally insured

- Endorsed by any bank or governmental agency
------------------------------------------------------------------------------

Prospectus Dated: May 3, 1999
<PAGE>
AVAILABLE INFORMATION

Hartford is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and, in accordance
therewith, files reports and other information with the Securities and
Exchange Commission (the "Commission"). Such filings can be inspected and
copied at the public reference facilities of the Commission at Room 1024, 450
Fifth Street, N.W., Washington, D.C., and at the Commission's Regional Offices
located at 75 Park Place, New York, NY and at Northwestern Atrium Center, 500
West Madison Street, Suite 1400, Chicago, IL. Copies of such materials also
can be obtained, at prescribed rates, from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission
maintains a Web Site that contains reports, proxy statements, information
statements and other information regarding Hartford at the following address:
http://www.sec.gov.

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

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The Annual Report on Form 10-K for the fiscal year ended December 31,
1998, dated March 31, 1999, previously filed by Hartford with the Commission
under the 1934 Act is incorporated herein by reference.

Hartford will provide without charge to each person to whom a copy of this
Prospectus has been delivered, upon the written or oral request of such
person, a copy of such reports, without the exhibits thereto. Requests for
such reports should be directed to Hartford Life Insurance Company, Attn:
IPD/Retirement Plan Solutions, P.O. Box 1583, Hartford, Connecticut
06144-1583, telephone: 1-800-528-9009.

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TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE
------------------------------------------------------------------------ ----
<S> <C>
SUMMARY................................................................. 4
GLOSSARY OF SPECIAL TERMS............................................... 5
INTRODUCTION............................................................ 6
THE GENERAL ACCOUNT OPTION.............................................. 6
A. The Accumulation Period........................................... 6
1. Contributions.................................................... 6
2. Guaranteed Interest Rates and Declared Interest Rates............ 6
3. Participants' Individual Account Values.......................... 8
4. Transfers from the General Account Option........................ 8
5. Transfers to the General Account Option.......................... 8
6. Surrenders....................................................... 8
(a) General...................................................... 8
(b) Payment of Full or Partial Surrenders......................... 8
(c) Contract Termination......................................... 9
7. Experience Rating of the Contracts............................... 10
B. Annuity Period.................................................... 10
INVESTMENTS BY HARTFORD................................................. 11
DISTRIBUTION OF THE CONTRACTS........................................... 11
FEDERAL TAX CONSIDERATIONS.............................................. 12
A. Taxation of Hartford.............................................. 12
B. Information Regarding Deferred Compensation Plans for State and
Local Governments.................................................... 12
HARTFORD LIFE INSURANCE COMPANY......................................... 12
A. Business of Hartford.............................................. 12
B. Selected Financial Data........................................... 14
C. Management's Discussion and Analysis of Financial Condition and
Results of Operation................................................. 15
LEGAL OPINIONS.......................................................... 29
EXPERTS................................................................. 29
APPENDIX A -- MARKET VALUE LUMP SUM OPTION.............................. 30
FINANCIAL STATEMENTS....................................................
</TABLE>

3
<PAGE>
SUMMARY

This Prospectus describes the General Account Option under Contracts issued
in connection with Deferred Compensation Plans of tax-exempt and governmental
employers. We issue the Contracts with respect to our Separate Accounts known as
Hartford Life Insurance Company DC Variable Account-I ("DC-I") and a series of
Hartford Life Insurance Company Separate Account Two ("DC-II"). Contributions to
the General Account Option become a part of our company assets in our General
Account. Contributions to the Contracts can also be allocated to one or more
variable Sub-Accounts of the Separate Accounts. "Sub-Accounts" are divisions of
a Separate Account. The Contracts and the Separate Accounts are described in a
separate prospectus accompanying this Prospectus. All such prospectuses should
be read carefully and retained for future reference.

We credit interest on Contributions to the General Account Option during the
Accumulation Period. We establish specified Guaranteed Interest Rates for the
first five calendar years (a "Five Year Guarantee Period") for Contributions
received during the calendar year in which the Contract is issued (the "First
Calendar Year"). Before the start of each calendar year following the First
Calendar Year, we establish Guaranteed Interest Rates for a Five Year Guarantee
Period for Contributions received in such following year. We establish
Guaranteed Interest Rates annually after each Five Year Guarantee Period.

We can establish Declared Interest Rates in excess of any Guaranteed
Interest Rates from time to time. Declared Interest Rates can apply to some or
all of the values under the General Account Option for periods of time that we
determine. The rates of interest credited will affect Participant Account values
(see "The General Account Option -- Participant Account Values") and are used to
determine amounts payable upon termination of the Contracts. (See, "Surrenders
- -- Contract Termination").

Generally, we intend to invest the General Account assets attributable to
the Contracts in investment grade securities. We have no specific formula for
determining the rates of interest that we will establish as Declared Interest
Rates or Guaranteed Interest Rates in the future. However, our determination
generally will be affected by interest rates available on the types of debt
instruments in which we intend to invest the proceeds attributable to the
General Account Option. In addition, we can also consider various other factors
in determining Declared and Guaranteed Interest Rates for a given period,
including, regulatory and tax requirements; sales commission and administrative
expenses borne by us; general economic trends; and competitive factors. (See,
"Investments by Hartford").

During the Accumulation Period, the Contract Owner may allocate all or a
portion of a Participant's Account value held under the General Account Option
to one or more of the variable Sub-Accounts of the Separate Account. We do not
deduct Contingent Deferred Sales Charges on such transfers. However, there are
restrictions which may limit the amount that may be so allocated and transfers
may be deferred in certain cases. (See, "Transfers from the General Account
Option"). Distributions from the General Account Option are generally made
within a reasonable period of time after a request is received and reflect the
full value of Participant's Account values less applicable charges described in
the Contract prospectus. However, under certain conditions, distributions may be
deferred or subject to a market value adjustment. (See, "Surrenders").

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<PAGE>
GLOSSARY OF SPECIAL TERMS

ACCUMULATION PERIOD: The period before the start of Annuity payments.

ACTIVE LIFE FUND: The sum of all Participant Account values under a Contract
during the Accumulation Period.

ADMINISTRATIVE OFFICE: Located at 200 Hopmeadow Street, Simsbury, CT 06089. The
mailing address for correspondence concerning this Contract is P.O. Box 1583,
Hartford, CT 06144-1583, except for overnight or express mail packages, which
should be sent to: Attention: IPD/Retirement Plan Solutions, 200 Hopmeadow
Street, Simsbury, CT 06089.

ANNUITANT: The person on whose life Annuity payments are based.

ANNUITY: A series of payments for life or another designated period.

ANNUITY COMMENCEMENT DATE: The date we start to make Annuity payments to you.

ANNUITY PERIOD: The period during which we make Annuity payments to you.

CODE: The Internal Revenue Code of 1986, as amended.

COMMISSION: Securities and Exchange Commission.

CONTRACT OWNER: The Employer or entity owning the Contract.

CONTRACT YEAR: A period of 12 months beginning with the effective date of the
Contract or with any anniversary of the effective date.

CONTRIBUTION(S): The amount(s) paid or transferred to us by the Contract Owner
on behalf of Participants pursuant to the terms of the Contracts.

DATE OF COVERAGE: The date on which we receive the application on behalf of a
Participant.

DECLARED INTEREST RATE(S): One or more rates of interest that we declare which
will never be less than the Guaranteed Interest Rates and may apply to some or
all of the Participant Account values allocated to the General Account Option
for period(s) of time determined by us.

DEFERRED COMPENSATION PLAN: A plan established and maintained in accordance with
the provisions of section 457 of the Code and the regulations issued thereunder.

EMPLOYER: A governmental or tax-exempt employer maintaining a Deferred
Compensation Plan for its employees or other eligible persons.

GENERAL ACCOUNT: Our General Account that consists of all of our company assets.

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

HARTFORD (ALSO, "WE", "US" OR "OUR"): Hartford Life Insurance Company.

MARKET VALUE LUMP SUM OPTION: At Contract termination, a lump sum payment that
is adjusted for the market value of the underlying assets as described under the
formula under "The General Account Option -- The Accumulation Period --
Surrenders."

PARTICIPANT: A term used to describe, for record keeping purposes, any employee
or other eligible person electing to participate in the Deferred Compensation
Plan of the Employer/Contract Owner.

PARTICIPANT ACCOUNT: An account to which the General Account values and the
Separate Account values held by the Contract Owner on behalf of Participant
under the Contract are allocated.

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

PLAN: The Deferred Compensation Plan of an Employer.

PREMIUM TAX: A tax charged by a state or municipality on premiums, purchase
payments or Contract values.

SEPARATE ACCOUNTS: Our separate accounts called Hartford Life Insurance Company
DC Variable Account-I ("DC-I") and a series of Hartford Life Insurance Company
Separate Account Two ("DC-II").

SURRENDER: Any partial or complete withdrawal of Contract values.

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<PAGE>
INTRODUCTION

This Prospectus sets forth information you should know before you purchase
or become a Participant in the General Account Option under Contracts. This
Prospectus describes only the parts of the Contracts relating to the General
Account Option. The Contracts also contain certain variable Separate Accounts.
The Contracts and the Separate Accounts are described in a separate prospectus
that accompanies this Prospectus. Please read them together and retain them for
your records.

THE GENERAL ACCOUNT OPTION

The General Account Option is available under Contracts issued in connection
with a Deferred Compensation Plan of an Employer. The Contracts provide for both
an Accumulation Period and an Annuity Period. During the Accumulation Period,
the Employer can make Contributions to the General Account Option. Those
Contributions, and the interest credited thereon, become part of our General
Account. During the Annuity Period, Fixed or Variable Annuities can be purchased
with Participant Account values. The operation of the Contract during the
Annuity Period is described in the Contract prospectus accompanying this
Prospectus.

A. THE ACCUMULATION PERIOD

1. CONTRIBUTIONS

Contract Owners and Participants may allocate Contributions and Contract
values to the General Account Option.

2. GUARANTEED INTEREST RATES AND DECLARED INTEREST RATES

We credit interest on Contributions to the General Account Option during the
Accumulation Period. We establish specified Guaranteed Interest Rates for the
first five calendar years (a "Five Year Guarantee Period") for Contributions
received during the calendar year in which the Contract is issued (the "First
Calendar Year"). Before the start of each calendar year following the First
Calendar Year, we establish Guaranteed Interest Rates for a Five Year Guarantee
Period for Contributions received in such following year. The Guaranteed
Interest Rates for a Five Year Guarantee Period may not be the same in each
year.

After each Five Year Guarantee Period, we establish Guaranteed Interest
Rates annually (a "One Year Guarantee Period"). These one-year Guaranteed
Interest Rates commence automatically at the end of a Five Year Guarantee Period
and at the end of each subsequent One Year Guarantee Period. All Guaranteed
Interest Rates and Declared Interest Rates are effective annual rates after
taking into account daily compounding of interest.

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

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- Example: A Contract is issued on July 1, 1999. At issue, we set the
Guaranteed Interest Rates for calendar years 1999 through 2003 as follows:

<TABLE>
<CAPTION>
GUARANTEED INTEREST RATE
(APPLICABLE TO 1999
CALENDAR YEAR CONTRIBUTIONS)
- --------------- -------------------------
<S> <C>
1999..... 5.00%
2000..... 4.75%
2001..... 4.50%
2002..... 4.25%
2003..... 4.00%
</TABLE>

Assume that we receive Contributions of $1,000 during 1999 and that we
receive Contributions of $1,500 during 2000. We will credit the 1999
Contributions of $1,000 with interest at a rate of at least 5.00% (i.e., the
Guaranteed Interest Rate for 1999) for 1999. During 2000, we will credit the
1999 Contributions, along with the interest credited from 1999, with interest at
a rate of at least 4.75% per year. Similarly, for calendar years 2001, 2002, and
2003, we will credit the 1999 Contributions, along with the interest credited
from prior years, with interest at a rate of at least 4.50%, 4.25% and 4.00% per
year respectively. At the end of 2003, we will set a one-year Guaranteed
Interest Rate for 2004. We will follow this procedure for setting a one-year
Guaranteed Interest Rate for each subsequent year.

At the end of 1999, we will set the Guaranteed Interest Rates for calendar
years 2000 through 2004 for the Contributions of $1,500 received in 2000. At the
end of 2004 and annually thereafter, we will set one-year Guaranteed Interest
Rates for the 2000 Contributions of $1,500 along with the interest that was
credited on the $1,500 in prior years.

We will follow the same procedure for contributions received in 2001 and
later. At the end of each calendar year, we will set Guaranteed Interest Rates
for each of the next five calendar years for the following year's Contributions.
At the end of each Five Year Guarantee Period for a particular year's
contributions, we will establish one-year Guaranteed Interest Rates annually.

We can establish Declared Interest Rates in excess of any Guaranteed
Interest Rates from time to time. Declared Interest Rates can apply to some or
all of the values under the General Account Option for periods of time that we
determine. For example, we could determine to declare an interest rate in excess
of the otherwise applicable Guaranteed Interest Rate(s) for a nine month period,
and applicable only to Participant Account values attributable to Contributions
received in a particular time period. The rates of interest credited will affect
Participant Account values (see "Participants Account Values," below) and are
used to determine amounts payable upon termination of the Contracts (See,
"Surrenders -- Contract Termination"). We will provide the Contract Owner with
written notification of the Declared Interest Rate and the values to which the
Declared Interest Rate will apply.

We have no specific formula for determining the rates of interest that we
will establish as Declared Interest Rates or Guaranteed Interest Rates in the
future. However, our determination generally will be affected by interest rates
available on the types of debt instruments in which we intend to invest the
proceeds attributable to the General Account Option. In addition, we can also
consider various other factors in determining Declared and Guaranteed Interest
Rates for a given period, including, regulatory and tax requirements; sales
commission and administrative expenses borne by us; general economic trends; and
competitive factors. (See, "Investments by Hartford"). WE WILL MAKE THE FINAL
DETERMINATION AS TO ANY DECLARED INTEREST RATES AND ANY GUARANTEED INTEREST
RATES IN EXCESS OF THE CONTRACTUALLY GUARANTEED RATE. WE CANNOT PREDICT NOR CAN
WE GUARANTEE THE RATES OF ANY FUTURE DECLARED INTEREST OR GUARANTEED INTEREST
RATES IN EXCESS OF THE CONTRACTUALLY GUARANTEED RATE.

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3. PARTICIPANT ACCOUNT VALUES

We credit interest on Participant Account values held under the General
Account Option at rates at least equal to the applicable Guaranteed Interest
Rates. We allocate Contributions to Participant Accounts, and begin crediting
interest as of the date we receive the Contribution at our Administrative
Office. We credit interest to Participant Account values daily.

4. TRANSFERS FROM THE GENERAL ACCOUNT OPTION

The Contract Owner may transfer Participant Account values held in the
General Account Option to one or more of the Sub-Accounts of the Separate
Accounts under the Contract. The charges for transfers are described in the
prospectus for the Contracts which accompanies this Prospectus. We do not deduct
Contingent Deferred Sales Charges when a transfer is made to the Separate
Accounts.

All transfers are made on a last in, first out basis. This means the portion
of a Participant Account attributable to older Contributions or transfers will
be transferred only after the portion attributable to the most recent
Contribution or transfer has been transferred.

The right to transfer Contract values is subject to our right to limit any
such transfer in any calendar year, to one-sixth ( 1/6) of the Participant
Account value under the General Account Option under the Contract as of the end
of the preceding calendar year. (See "Surrenders").

Transfers of assets presently held in the General Account Option, or that
were held in the General Account Option at any time during the preceding three
month period to the Hartford Money Market HLS Sub-Account are prohibited.
Similarly, transfers of assets presently held in the Hartford Money Market HLS
Sub-Account or which were held in such Sub-Account or the General Account Option
during the preceding three months, to the General Account Option are prohibited.

5. TRANSFERS TO THE GENERAL ACCOUNT OPTION

You can transfer Participant Account values from a Separate Account to the
General Account Option at any time. The charges for transfers are described in
the Contract prospectus that accompanies this Prospectus. We do not deduct
Contingent Deferred Sales Charges when a transfer is made. We will treat such
transfers like Contributions to the General Account Option on the date of such
transfer.

6. SURRENDERS

(A) GENERAL

Subject to the termination provisions described below, the Contract
Owner can request a full or partial Surrender of Participant Account values,
less any Contingent Deferred Sales Charge, at any time. However, if the sum
of all Surrenders and transfers from the General Account Option in a
calendar year, including the currently requested Surrender, exceeds
one-sixth ( 1/6) of the aggregate values held in the General Account Option
under the Contract at the end of the preceding calendar year, we reserve the
right to defer Surrenders in excess of the limit to the next calendar year.
At such time, unless we are directed in writing otherwise, deferred
Surrenders will be made in the order originally received up to the limit, if
applicable. We will use this method until all Surrenders have been
satisfied.

(B) PAYMENT OF FULL OR PARTIAL SURRENDERS (PARTICIPANT ACCOUNT ONLY)

In the event of a partial Surrender of a Participant's Account, we will
pay the requested value less any applicable Contingent Deferred Sales
Charge. We will make all partial Surrenders of a Participant Account on a
last in, first out basis. This means the portion of your Participant Account
attributable to your most recent Contribution (or transfer) will be
Surrendered first. In the event of a full Surrender of a Participant
Account, we will pay the account value less any applicable Premium Tax not
previously deducted, the Annual Maintenance Fee and applicable Contingent
Deferred Sales Charges.

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CONTINGENT DEFERRED SALES CHARGES: We deduct a Contingent Deferred Sales
Charge ("Sales Charge") from Surrenders of or from the Contract. THE AMOUNT OF
THE SALES CHARGE DEPENDS ON THE SALES CHARGE SCHEDULE IN THE CONTRACT. THERE ARE
FOUR SEPARATE GROUP VARIABLE ANNUITY CONTRACTS WITH DIFFERENT SALES CHARGE
SCHEDULES, AS SHOWN BELOW. THE SALES CHARGE UNDER EACH DEPENDS ON the number of
Participant's Contract Years completed with respect to a Participant's Account
before the Surrender. The Sales Charge is a percentage of the amount
Surrendered.

<TABLE>
<CAPTION>
PARTICIPANT'S CONTRACT YEARS SALES CHARGE
- --------------------------------------------------------------------------------------------------- -----------------
<S> <C>
During the First through the Sixth Year............................................................ 5%
During the Seventh through Eight Year.............................................................. 4%
During the Ninth through Tenth Year................................................................ 3%
During the Eleventh through Twelfth Year........................................................... 2%
Thirteenth Year and thereafter..................................................................... 0%
</TABLE>

<TABLE>
<CAPTION>
PARTICIPANT'S CONTRACT YEARS SALES CHARGE
- --------------------------------------------------------------------------------------------------- -----------------
<S> <C>
During the First through the Second Year........................................................... 5%
During the Third through Fourth Year............................................................... 4%
During the Fifth Year.............................................................................. 3%
During the Sixth Year.............................................................................. 2%
During the Seventh Year............................................................................ 1%
Eighth Year and thereafter......................................................................... 0%
</TABLE>

We may reduce the amount or term of the Sales Charge (see "Experience Rating
under the Contracts"). The Sales Charge will never exceed 8.5% of aggregate
Contributions to a Participant's Account. Please consult the prospectus for the
related group variable annuity contract and the Separate Account for applicable
Sales Charges.

If the Contract Owner requests a full Surrender of the Contract or of
all Contract values held in the General Account Option, the Contract Owner
may select one of the two optional methods of payment, as described below.
The terms utilized have the following meanings:

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

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

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

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

Under this option, we will pay an amount equal to the Contract values held
in the General Account Option less applicable Premium Taxes, any Annual
Maintenance Fee and applicable Sales Charges. We

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<PAGE>
reserve the right to make such payment in level annual installments over a
period not to exceed five years from the date of the request, in which event
interest will be credited on the unpaid balance at a rate per annum produced by
the following formula:

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

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

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

(ii) MARKET VALUE LUMP SUM OPTION:

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

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

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

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

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

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

7. EXPERIENCE RATING UNDER THE CONTRACTS:

We may apply experience credits under a Contract based on investment,
administrative, mortality or other factors, including, but not limited to (1)
the total number of Participants, (2) the sum of all Participants' Account
values, (3) the allocation of Contract values between the General Account and
the Separate Accounts under the Contract, (4) present or anticipated levels of
Contributions, distributions, transfers, administrative expenses or commissions,
and (5) whether we are the exclusive annuity contract provider. Experience
credits can take the form of a reduction in the deduction for mortality, expense
risk and administrative undertakings, a reduction in the term or amount of any
applicable Sales Charges, an increase in the rate of interest credited under the
Contract, a payment to be allocated as directed by the Contract Owner, or any
combination of the foregoing. We may apply experience credits either
prospectively or retrospectively. We may apply and allocate experience credits
in such manner as we deem appropriate. Any such credit will not be unfairly
discriminatory against any person, including the affected Contract Owners or
Participants. Experience credits have been given in certain cases. Participants
in Contracts receiving experience credits will receive notification regarding
such credits. Experience credits may be discontinued at our sole discretion in
the event of a change in applicable factors.

B. ANNUITY PERIOD

We will normally make payments within 15 business days after we have
received a claim for settlement or any other later specified date. We will make
subsequent annuity payments on the anniversaries of the first payment.

The prospectus for the Contract and the Separate Account(s) accompanying
this Prospectus more fully describes the Annuity Period and the Annuity Payment
Options under the Contracts.

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<PAGE>
INVESTMENTS BY HARTFORD

Assets of Hartford must be invested in accordance with the requirements
established by applicable state laws regarding the nature and quality of
investments that may be made by life insurance companies and the percentage of
their assets that may be committed to any particular type of investment. In
general, these laws permit investments, within specified limits and subject to
certain qualifications, in federal, state and municipal obligations, corporate
bonds, preferred and common stocks, real estate mortgages, real estate and
certain other investments. (See page 22 for percentage breakdown of Hartford's
investments.)

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

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

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

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

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

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

While the foregoing generally describes our investment strategy with respect
to the proceeds attributable to the Contracts, we are not obligated to invest
the proceeds attributable to the Contract according to any particular strategy,
except as may be required by Connecticut and other state insurance laws.

DISTRIBUTION OF THE CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the General Account
Option. HSD is an affiliate of Hartford. The Hartford Financial Services Group,
Inc ultimately controls both HSD and Hartford. The principal business address of
HSD is the same as that of Hartford.

The securities will be sold by salespersons of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives or
Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

11
<PAGE>
Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for variable
insurance compensation. Compensation is generally based on premium payments made
by policyholders or contract owners. This compensation is usually paid from the
sales charges described in this Prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not affect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.

FEDERAL TAX CONSIDERATIONS

A. TAXATION OF HARTFORD

We are taxed as life insurance company under the Internal Revenue Code of
1986, as amended. We own the assets of the General Account attributable to the
Contracts. The income earned on these assets will be our income.

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

The tax treatment of Contributions and distributions under the Contracts
issued to Employers which are state and local governments is briefly described
the prospectus for the Contracts and the Separate Accounts accompanying this
Prospectus.

HARTFORD LIFE INSURANCE COMPANY

A. BUSINESS OF HARTFORD LIFE INSURANCE COMPANY
ORGANIZATION

Hartford Life Insurance Company ("Hartford") is a stock life insurance
company engaged in the business of writing life insurance, both individual and
group, in all states of the United States and the District of Columbia. Hartford
was originally incorporated under the laws of Massachusetts on June 5, 1902, and
was subsequently redomiciled to Connecticut. Its offices are located in
Simsbury, Connecticut; however, its mailing address is P.O. Box 2999, Hartford,
CT 06104-2999.

Hartford and its subsidiaries is a direct subsidiary of Hartford Life and
Accident Insurance Company (HLA), a wholly-owned subsidiary of Hartford Life,
Inc. ("Hartford Life"). Hartford and its subsidiaries, together with HLA,
provide (i) investment products, such as annuities, including individual
variable annuities and fixed market value adjusted (MVA) annuities, deferred
compensation and retirement plan services and mutual funds for the savings and
retirement needs of over 1 million customers, (ii) life insurance for income
protection and estate planning to approximately 500,000 customers, (iii)
employee benefits products such as group life and group disability insurance for
the benefit of millions of individuals that is directly written by Hartford and
is substantially ceded to its parent, HLA, and (iv) corporate owned life
insurance. According to the latest publicly available data, with respect to the
United States, Hartford, along with its parent, is the largest writer of
individual variable annuities based on sales for the year ended December 31,
1998

Hartford is rated A+ (superior) by A.M. Best and Company, Inc. on the basis
of its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's Corporation and AA+

12
<PAGE>
by Duff and Phelps, on the basis of its claims paying ability. These ratings do
not apply to the investment performance of the Sub-Accounts of the Separate
Accounts. The ratings apply to Hartford's ability to meet its insurance
obligations including those described in this Prospectus.

In the past year, Hartford's total assets increased 21% to $118.3 billion
and total stockholder's equity was $2.7 billion as of December 31, 1998. In
addition, Hartford generated $4.0 billion in revenues and $350 in net income in
1998. Hartford's return on shareholder's equity, excluding net unrealized
capital gains on securities, was 15.0% in 1998.

The reportable segments of the Company and its subsidiaries are:

Investment Products
Individual Life
Corporate Owned Life Insurance ("COLI")

Hartford includes in "Other" corporate items not directly allocable to any
of its reportable segments as well as certain employee benefits including
grouplife and disability insurance that is directly written by Hartford and is
substantially ceded to its parent, HLA. The following is a description of each
segment. Additional information on Hartford's segments may be found in the
Management Discussion and Analysis.

Revenue, income before income tax expense and assets by reportable segment
are set forth in Note 13 in Notes to Consolidated Financial Statements.

BRIEF DESCRIPTION OF REPORTABLE SEGMENTS

INVESTMENT PRODUCTS

The Investment Products segment focuses on the savings and retirement needs
of the growing number of individuals who are preparing for retirement or have
already retired through the sale of individual annuities and other investment
products. The individual annuity products offered include individual variable
annuities, fixed MVA annuities and fixed and variable immediate annuities. The
other investment products offered include deferred compensation and retirement
plan services for municipal governments, teachers, hospitals and corporations;
structured settlement contracts and other special purpose annuity contracts;
investment management services, and mutual funds. From 1994 to 1998 this
segment's separate account assets grew to $74.5 billion from $21.4 billion, a
compounded annual growth rate of 37%. Investment Products generated revenues of
$1.8 billion and $1.5 billion in 1998 and 1997, respectively. Net income in the
Investment Products segment was $270 in 1998, a 31% increase over 1997.

Hartford is the market leader in the annuity industry and was the number one
writer of individual variable annuities for the years ended December 31, 1998
and 1997, with total individual annuity sales of $10.0 billion and $10.2
billion, respectively. Hartford sells both variable and fixed individual annuity
products, through a wide distribution network of national and regional broker-
dealer organizations, banks and other financial institutions and independent
financial advisors. Individual variable annuity sales were $9.9 billion and $9.7
billion in 1998 and 1997, respectively.

Hartford's total account value related to individual annuity products was
$70.8 billion as of December 31, 1998. Of the total account value, $62.2
billion, or 88%, related to individual variable annuity products and $8.6
billion, or 12%, related primarily to fixed MVA annuity products.

Hartford is among the top providers of retirement products and services,
including asset management and plan administration, to municipalities pursuant
to Section 457 and plans to corporations under Section 401(k) of the Internal
Revenue Code of 1986, as amended (herein after referred to as "Section 457" and
"Section 401(k)", respectively). Hartford presently administers over 1,200
Section 457 plans and over 750 Section 401(k) plans. Hartford also provides
products and services to plans created under Section 403(b) of the Internal
Revenue Code of 1986.

13
<PAGE>

INDIVIDUAL LIFE

The Individual Life segment, which focuses on the high end estate and
business planning markets, sells a variety of products including variable life,
universal life, interest-sensitive whole life and term life insurance.
Hartford'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. Life insurance in force increased to $61.1 billion from $55.4
billion as of December 31, 1998 and 1997, respectively, and account value grew
19% to $4.5 billion in 1998 from $3.8 billion in 1997. The Individual Life
segment generated revenues of $543 and $487 in 1998 and 1997, respectively. Net
income in the Individual Life segment was $64 in 1998, a 16% increase over 1997.

CORPORATE OWNED LIFE INSURANCE ("COLI")

Hartford is a leader in the COLI market, which includes life insurance
policies 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), Hartford 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 phased out the deductibility of interest on policy loans under
leveraged COLI at the end of 1998, thus virtually eliminating all future sales
of leveraged COLI. Variable COLI continues to be a product used by employers to
fund non-qualified benefits or other post-employment benefit liabilities.
Products marketed in this segment also include coverage owned by employees under
business sold through corporate sponsorship. During 1998, Hartford recorded $4.1
billion of deposits of new variable COLI business, increasing variable COLI
account value to $13.0 billion as of December 31, 1998 compared to $8.5 billion
as of December 31, 1997.

In November 1998, Hartford recaptured an in force block of leveraged COLI
business from MBL Life Assurance Co. of New Jersey (MBL Life). The transaction
was consummated through the assignment of a reinsurance arrangement between
Hartford and MBL Life to a Mutual Benefit Life subsidiary. Life originally
assumed the life insurance block in 1992 from Mutual Benefit Life Insurance
Company (Mutual Benefit Life), which was placed in court-supervised
rehabilitation in 1991, and reinsured a portion of those polices back to MBL
Life. MBL Life, previously a Mutual Benefit Life subsidiary, operates under the
Rehabilitation Plan for Mutual Benefit Life. Primarily as a result of this
transaction, leveraged COLI account value increased to $7.4 billion as of
December 31, 1998 compared to $3.8 billion as of December 31, 1997. This also
impacted COLI revenues, which were $1.6 billion and $980 in 1998 and 1997,
respectively. COLI segment earnings, however, declined 11%, to $24 in 1998, due
to reduced profits on the block of leveraged COLI Hartford had prior to the HIPA
Act of 1996.

B. SELECTED FINANCIAL DATA

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

14
<PAGE>
STATEMENT OF INCOME

<TABLE>
<CAPTION>
FOR THE YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992
--------- --------- --------- --------- --------- --------- ---------

<S> <C> <C> <C> <C> <C> <C> <C>
REVENUES

Premiums and other considerations...... $ 2,218 $ 1,637 $ 1,705 $ 1,487 $ 1,100 $ 747 $ 259

Net investment income.................. 1,759 1.368 1,397 1,328 1,292 1,051 907

Net realized (losses) gains............ (2) 4 (213) (11) 7 16 5

Total Revenues....................... 3,975 3,009 2,889 2,804 2,399 1,814 1,171

BENEFITS, CLAIMS AND EXPENSES

Benefits, claims and claim adjustment
expenses............................. 1,911 1,379 1,535 1,422 1,405 1,046 797

Amortization of deferred policy
acquisition costs.................... 431 335 234 199 145 113 55

Dividends to policyholders............. 329 240 635 675 419 227 47

Other insurance expenses............... 766 586 427 317 227 210 138

Total Benefits, Claims and
Expenses........................... 3,437 2,540 2,831 2,613 2,196 1,596 1,037

Income before income tax expense....... 538 469 58 191 203 218 134

Income tax expense..................... 188 167 20 62 65 75 45

Income before cumulative effect of
changes in accounting principles..... 350 302 38 129 138 143 89

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

NET INCOME............................. $ 350 $ 302 $ 38 $ 129 $ 138 $ 143 $ 76
</TABLE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
(DOLLAR AMOUNTS IN MILLIONS, EXCEPT FOR SHARE DATA, UNLESS OTHERWISE STATED)

Management's Discussion and Analysis of Financial Condition and Results of
Operations 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 ("Hartford Life Insurance Company" or
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 Hartford Life Insurance Company will be

15
<PAGE>
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.

CONSOLIDATED RESULTS OF OPERATIONS

Hartford Life Insurance Company is a leading financial services and
insurance company providing investment products such as variable and fixed
annuities, retirement plan services and mutual funds; individual and corporate
owned life insurance; and employee benefit products such as group life and
disability insurance that is directly written by the Company and is
substantially ceded to its parent, Hartford Life and Accident Insurance Company
(HLA).

The Company derives its revenues principally from: (a) asset management fees
on separate accounts and mutual fund assets 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 and from
mutual fund sales. 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. Hartford Life Insurance 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.

OPERATING SUMMARY

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Total revenues............................................................................... $ 3,975 $ 3,009
Total expenses............................................................................... 3,625 2,707
--------- ---------
NET INCOME................................................................................. $ 350 $ 302
--------- ---------
--------- ---------
</TABLE>

Hartford Life Insurance Company has the following reportable segments:
Investment Products, Individual Life and Corporate Owned Life Insurance (COLI).
The Company reports in "Other" corporate items not directly allocable to any of
its segments, as well as certain employee benefits including group life and
disability insurance that is directly written by the Company and is
substantially ceded to it's parent, HLA. For information regarding the Company's
reportable segments as they relate to SFAS No. 131, see Note 13 of Notes to
Consolidated Financial Statements.

Revenues increased $966, or 32%, to $4.0 billion in 1998 from $3.0 billion
in 1997. The increase was due in part to the continued growth in revenues in
Investment Products of $269 and Individual Life of $56 as a result of higher
aggregate fees earned on growth in account values due to strong sales and equity
market appreciation. Additionally, COLI revenues increased $587 primarily due to
the recapture of an in force block of COLI business (referred to as "MBL
Recapture") previously ceded to MBL Life Assurance Co. of New Jersey (MBL Life)
transacted in the fourth quarter 1998.

Total benefits, claims and expenses increased $897, or 35%, to $3.4 billion
in 1998 from $2.5 billion in 1997. Benefits, claims and claim adjustment
expenses increased $532 and dividends to policyholders increased $89 which were
primarily attributable to the COLI segment where benefits, claims and claim
adjustment expenses increased $485 and dividends to policyholders increased $89
primarily related to the MBL Recapture. In addition, increased benefits, claims
and claim adjustment expenses in Individual Life of $20 was associated with the
growth in this segment. Higher amortization of deferred policy acquisition costs
(DPAC) of $96 in 1998 was a result of the large volume of sales in Investment
Products

16
<PAGE>
and Individual Life in the past several years. Also, other expenses increased
$180 in 1998 as a result of higher commissions and operating expenses in
Investment Products primarily related to the growth in this segment.

Net income totaled $350 in 1998 as compared to $302 in 1997. The improvement
in earnings was primarily driven by higher aggregate fee income earned on growth
in the Company's account values due to strong sales and equity market
appreciation in Investment Products and Individual Life.

OUTLOOK

Management believes that it has developed and implemented strategies to
maintain and enhance its position as a market leader within the financial
services industry and continue the Company's asset growth. Hartford Life
Insurance Company'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 and prepare their
estates for an efficient transfer of wealth between generations.

Certain proposed legislative initiatives which could impact Hartford Life
Insurance Company are discussed in the Regulatory Initiatives and Contingencies
section.

SEGMENT RESULTS

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

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Investment Products............................................................................... $ 270 $ 206
Individual Life................................................................................... 64 55
Corporate Owned Life Insurance.................................................................... 24 27
Other............................................................................................. (8) 14
--------- ---------
NET INCOME...................................................................................... $ 350 $ 302
--------- ---------
--------- ---------
</TABLE>

A description of each segment as well as an analysis of the operating
results summarized above is included on the following pages.

INVESTMENT PRODUCTS
OPERATING SUMMARY

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Total revenues............................................................................... $ 1,779 $ 1,510
Total expenses............................................................................... 1,509 1,304
--------- ---------
NET INCOME................................................................................. $ 270 $ 206
--------- ---------
--------- ---------
</TABLE>

The Investment Products segment focuses on the savings and retirement needs
of the growing number of individuals who are preparing for retirement or have
already retired through the sale of individual annuities and other investment
products. The individual annuity products offered include individual variable
annuities, fixed market value adjusted (MVA) annuities and fixed and variable
immediate annuities. The other investment products offered include retail mutual
funds, deferred compensation and retirement plan services for municipal
governments, teachers, hospitals and corporations; structured settlement
contracts and other special purpose annuity contracts; and, investment
management services. The Company sells both variable and fixed individual
annuity products, through a wide distribution network of national and regional
broker-dealer organizations, banks and other financial institutions, and
independent financial advisors. The Company, along with its parent, was ranked
the

17
<PAGE>
number one writer of individual variable annuities in the United States for 1998
according to Variable Annuity and Research Data Service (VARDS) and the number
one seller of individual variable annuities through banks, according to Kenneth
Kehrer and Associates.

Revenues increased $269, or 18%, to $1.8 billion in 1998 from $1.5 billion
in 1997. Driven primarily by the individual annuity operation, this improvement
was a result of higher aggregate fees earned on growth in account values due to
strong net cash flow resulting from a high volume of sales and favorable
persistency as well as significant equity market appreciation in the Company's
separate accounts. Fee income related to individual variable annuity products
increased $236 as related average account values grew $14.9 billion, or 38%, to
$54.6 billion in 1998 from $39.7 billion in 1997. This growth was a result of
strong individual variable annuity sales of $9.9 billion in 1998 as well as
equity market appreciation. In addition, fee income from other investment
products increased $60 primarily as a result of growth in the Company's mutual
fund operations, where assets under management increased $1.5 billion in 1998 to
$2.5 billion as compared to $972 in 1997.

Total benefits, claims and expenses increased $171, or 14%, to $1.4 billion
in 1998 from $1.2 billion in 1997 as a result of the continued growth in this
segment. Other expenses increased $102 in 1998 as compared to 1997 primarily due
to growth in the mutual funds and individual annuity operations. Amortization of
DPAC grew $76 primarily due to individual annuity products as sales remained
strong. A 38% growth in average variable annuity account value in 1998, coupled
with a reduction in individual annuity operating expenses as a percentage of
total individual annuity account value to 23 basis points in 1998 from 25 basis
points in 1997, contributed to the increase in net income of $64, or 31%, to
$270 in 1998 from $206 in 1997.

OUTLOOK

The market for retirement products continues to expand as individuals
increasingly save and plan for retirement. Demographic trends suggest that as
the baby boom generation matures, a significant portion of the United States
population will allocate a greater percentage of their disposable incomes to
saving for their retirement years due to uncertainty surrounding the Social
Security system and increases in average life expectancy. As this market grows,
particularly for variable annuities and mutual funds, new companies are
continually entering the market and aggressively seeking distribution
capabilities and pursuing market share. This trend is not expected to subside
particularly in light of pending legislation to deregulate the financial
services industry.

Management believes that it has developed and implemented strategies to
maintain and enhance its position as a market leader in the financial services
industry.

INDIVIDUAL LIFE
OPERATING SUMMARY

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Total revenues.................................................................................... $ 543 $ 487
Total expenses.................................................................................... 479 432
--------- ---------
NET INCOME...................................................................................... $ 64 $ 55
--------- ---------
--------- ---------
</TABLE>

The Individual Life 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.

Revenues in 1998 increased $56, or 11%, to $543 from $487 in 1997,
reflecting the impact of applying cost of insurance charges and variable life
fees on the growing block of variable life insurance. Variable life average
account values increased $562, or 67%, to $1.4 billion in 1998 from $840 in 1997
due to strong sales and equity market appreciation. In 1998, higher variable
life sales of $29, or 30%,

18
<PAGE>
constituted the majority of increased total sales over 1997. Total benefits,
claims and expenses increased $42, or 10%, to $444 in 1998 from $402 in 1997.
This increase was the result of an increase in amortization of DPAC of $22 and
benefits, claims and claim adjustment expenses of $20 in 1998 related to the
growth in this segment. As a result of growth in account values, primarily
variable life, net income increased $9, or 16%, in 1998 as compared to 1997.

OUTLOOK

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.

CORPORATE OWNED LIFE INSURANCE (COLI)
OPERATING SUMMARY

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Total revenue.................................................................................. $ 1,567 $ 980
Total expenses................................................................................. 1,543 953
--------- ---------
NET INCOME................................................................................... $ 24 $ 27
--------- ---------
--------- ---------
</TABLE>

Hartford Life Insurance Company is a leader in the COLI market, which
includes life insurance policies 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 and Accountability Act of 1996 (HIPA Act of 1996),
the Company sold two principal types of COLI business, 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 phased out the
deductibility of interest on policy loans under leveraged COLI at the end of
1998, virtually eliminating all future sales of this product. Variable COLI
continues to be a product used by employers to fund non-qualified benefits or
other post-employment benefit liabilities. Products marketed in this segment
also include coverage owned by employees under business sold through corporate
sponsorship.

Revenues in this operation increased $587, or 60%, to $1.6 billion in 1998
from $980 in 1997. This increase was primarily related to the recapture of an in
force block of COLI business, previously ceded to MBL Life, which was transacted
in the fourth quarter 1998. (For additional information, see "MBL Recapture"
under the Capital Resources and Liquidity section.) The MBL Recapture, which was
retroactive to January 1, 1998, resulted in an increase in COLI revenues of $624
and is comprised of $245 of premiums and other considerations and $379 of net
investment income. Higher fee income on the segment's growing block of variable
COLI account values also contributed to the increase in revenues. Partially
offsetting these increases was a decline in premiums and other considerations on
leveraged COLI as that block of business continues to decline due to the
implications of the HIPA Act of 1996 (discussed above).

Benefits, claims and expenses increased $593, or 63%, to $1.5 billion in
1998 from $938 in 1997. The MBL Recapture resulted in an increase in benefits,
claims and expenses of $624 and is comprised of $478 of benefits, claims and
other expenses and $146 of dividends to policyholders. The increase in benefits,
claims and expenses was also a result of the growth in the segment's variable
COLI block of business which was partially offset by a decrease in benefits,
claims and expenses related to leveraged COLI.

Net income declined $3, or 11%, to $24 in 1998 from $27 in 1997 as the
growth in the Company's variable COLI business was offset by the declining block
of leveraged COLI the Company had prior to passage of the HIPA Act of 1996. The
MBL Recapture had no impact on earnings in 1998.

19
<PAGE>
OUTLOOK

The focus of this segment is variable COLI which continues to be a product
generally used by employers to fund non-qualified benefits or other
post-employment benefit liabilities. The leveraged COLI product has been an
important contributor to Hartford Life Insurance Company's profitability in
recent years and will continue to contribute to the profitability of Hartford
Life Insurance Company in the future, although the level of profit is expected
to decline. COLI is subject to a changing legislative and regulatory environment
that could have a material adverse affect on its business.

Certain proposed legislative initiatives which could impact Hartford Life
Insurance Company are discussed in the Regulatory Initiatives and Contingencies
section.

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 reports
directly 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 appropriate asset allocation, duration, and convexity
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 Financial Services Group, Inc., 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 hold any financial instruments purchased 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/or interest, and interest rate
risk, relating to the market price and/or cash flow variability associated with
changes in market yield curves. See "Investment Risk Management" for further
discussion of the Company's approach to managing these investment risks.

20
<PAGE>
The Company's separate accounts reflect two categories of risk assumption:
non-guaranteed separate accounts totaling $80.6 billion and $58.6 billion as of
December 31, 1998 and 1997, respectively wherein the policyholder assumes
substantially all the investment risk and reward, and guaranteed separate
accounts totaling $9.7 billion and $10.5 billion as of December 31, 1998 and,
1997, respectively, wherein Hartford Life Insurance Company contractually
guarantees either a minimum return or account value to the policyholder.
Non-guaranteed separate account products include variable annuities, variable
life insurance contracts and COLI. Guaranteed separate account products
primarily consist of modified guaranteed individual annuities and modified
guaranteed life insurance and generally include market value adjustment features
to mitigate the risk of disintermediation.

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 $21.8 billion as of
December 31, 1998 and were comprised of $14.8 billion of fixed maturities, $6.7
billion of policy loans and other investments of $295. As of December 31, 1997,
general account invested assets totaled $18.2 billion 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
9.9% and 11.2%, as of December 31, 1998 and 1997, respectively, increased
primarily as a result of the MBL Recapture. These loans are secured by the cash
value of the underlying life insurance policies and do not mature in a
conventional sense, but expire in conjunction with the related policy
liabilities.

During 1998, the Company, in executing its investment strategy, increased
its allocation to municipal tax-exempt securities with the objective of
increasing after-tax yields, and also increased its allocation to commercial
mortgage backed securities while decreasing its allocation to asset backed
securities. An increase in short-term investments as of December 31, 1998 as
compared to 1997 was impacted by the settlement of the MBL Recapture in the
fourth quarter 1998 (as discussed in the COLI section) which resulted in
short-term investment proceeds of approximately $300.

Approximately 23.3% and 22.1% of the Company's fixed maturity portfolio was
invested in private placement securities (including Rule 144A offerings) as of
December 31, 1998 and 1997, respectively. Private placement securities are
generally less liquid than public securities; however, covenants for private
placements are designed to mitigate liquidity risk. Most of the private
placement securities in the Company's portfolio are rated by nationally
recognized rating organizations.

INVESTMENT RESULTS

The table below summarizes Hartford Life Insurance Company's investment
results for the past two years.

<TABLE>
<CAPTION>
(BEFORE-TAX) 1998 1997
--------- ---------
<S> <C> <C>
Net investment income -- excluding policy loan income........................................ $ 970 $ 943
Policy loan income........................................................................... 789 425
--------- ---------
Net investment income -- total............................................................... $ 1,759 $ 1,368
--------- ---------
Yield on average invested assets (1)......................................................... 8.0% 7.7%
--------- ---------
--------- ---------
</TABLE>

- ---------

(1) REPRESENTS NET INVESTMENT INCOME (EXCLUDING NET REALIZED CAPITAL GAINS
(LOSSES)) DIVIDED BY AVERAGE INVESTED ASSETS AT COST (FIXED MATURITIES AT
AMORTIZED COST). IN 1998, AVERAGE INVESTED ASSETS WERE CALCULATED ASSUMING
THE MBL RECAPTURE PROCEEDS WERE RECEIVED ON JANUARY 1, 1998.

21
<PAGE>
Total net investment income, before-tax, increased $391, or 29%, to $1.8
billion in 1998 from $1.4 billion in 1997, principally due to an increase in
policy loan income of $364 which is primarily due to the MBL Recapture. (For
additional information on the MBL Recapture, see the COLI section.) Yields on
average invested assets, before-tax, increased to 8.0% in 1998 from 7.7% in 1997
primarily due to the increase in policy loan income that resulted from the MBL
Recapture as well as an increase in fixed maturities rated BBB. During 1998,
realized capital gains from the sale of fixed maturities and equity securities
were offset by realized capital losses including $18, after-tax, related to the
other than temporary impairment charge associated with asset backed securities
securitized and serviced by Commercial Financial Services, Inc. (CFS). (For
additional information on CFS, see Note 12, Commitments and Contingent
Liabilities, of Notes to Consolidated Financial Statements.)

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. Investment credit policies have been
established that focus on the credit quality of obligors and counterparties,
limit credit concentrations, and encourage diversification and require frequent
creditworthiness reviews. The Company invests primarily in securities rated
investment grade and has established exposure limits, diversification standards
and review procedures for all credit risks including borrower, issuer and
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 additional information of
the Company's interest rate risk management techniques see the "Asset/Liability
Management Strategies Used to Manage Market Risk" discussion below.

The following table reflects the principal amounts of the fixed and variable
rate fixed maturity portfolio, along with the respective weighted average
coupons by estimated maturity year as of December 31, 1998. Comparative totals
are included for December 31, 1997. Expected maturities differ from contractual
maturities due to call or prepayment provisions. The weighted average coupon on
variable rate securities is based on spot rates as of December 31, 1998 and
1997, and is primarily based on 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.

<TABLE>
<CAPTION>
1998 1997
1999 2000 2001 2002 2003 THEREAFTER TOTAL TOTAL
--------- --------- --------- --------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BONDS AND NOTES -- CALLABLE
FIXED RATE
Par value.............................. $ 29 $ 23 $ 42 $ 38 $ 54 $ 294 $ 480 $ 466
Weighted average coupon................ 7.8% 7.4% 5.7% 7.1% 8.5% 5.5% 6.3% 6.3%
Fair value............................. $ 480 $ 435
VARIABLE RATE
Par value.............................. $ 40 $ 52 $ 39 $ 14 $ -- $ 829 $ 974 $ 1,020
Weighted average coupon................ 6.7% 7.3% 5.4% 5.9% -- 5.9% 6.0% 6.5%
Fair value............................. $ 883 $ 966
</TABLE>

22
<PAGE>
<TABLE>
<CAPTION>
1998 1997
1999 2000 2001 2002 2003 THEREAFTER TOTAL TOTAL
--------- --------- --------- --------- --------- ----------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
BONDS AND NOTES -- OTHER
FIXED RATE
Par value.............................. $ 2,646 $ 1,264 $ 1,190 $ 876 $ 1,045 $ 6,125 $ 13,146 $ 13,387
Weighted average coupon................ 6.6% 7.0% 7.4% 7.5% 6.8% 5.8% 6.4% 6.1%
Fair value............................. $ 13,655 $ 13,465
VARIABLE RATE
Par value.............................. $ 90 $ 176 $ 14 $ 81 $ 90 $ 681 $ 1,132 $ 1,250
Weighted average coupon................ 5.1% 5.9% 5.4% 5.4% 5.4% 5.9% 5.7% 5.3%
Fair value............................. $ 1,096 $ 1,141
ASSET BACKED SECURITIES
FIXED RATE
Par value.............................. $ 437 $ 390 $ 395 $ 192 $ 123 $ 349 $ 1,886 $ 2,076
Weighted average coupon................ 6.7% 6.9% 6.8% 6.6% 6.4% 7.3% 6.8% 6.9%
Fair value............................. $ 1,811 $ 2,109
VARIABLE RATE
Par value.............................. $ 192 $ 251 $ 354 $ 206 $ 190 $ 527 $ 1,720 $ 1,696
Weighted average coupon................ 6.0% 6.0% 6.3% 5.9% 6.6% 6.0% 6.1% 6.4%
Fair value............................. $ 1,622 $ 1,696
COLLATERALIZED MORTGAGE OBLIGATIONS
FIXED RATE
Par value.............................. $ 434 $ 388 $ 157 $ 115 $ 74 $ 174 $ 1,342 $ 1,619
Weighted average coupon................ 6.0% 6.0% 6.0% 6.8% 7.1% 7.3 % 6.3% 6.0%
Fair value............................. $ 1,286 $ 1,582
VARIABLE RATE
Par value.............................. $ 43 $ 20 $ 8 $ 6 $ 6 $ 193 $ 276 $ 430
Weighted average coupon................ 6.3% 6.8% 7.2% 8.4% 8.4% 6.0 % 6.2% 7.3%
Fair value............................. $ 260 $ 408
COMMERCIAL MORTGAGE BACKED SECURITIES
FIXED RATE
Par value.............................. $ 46 $ 117 $ 78 $ 110 $ 90 $ 1,094 $ 1,535 $ 1,244
Weighted average coupon................ 7.6% 6.7% 7.6% 7.0% 6.8% 7.1 % 7.1% 7.3%
Fair value............................. $ 1,578 $ 1,246
VARIABLE RATE
Par value.............................. $ 107 $ 215 $ 48 $ 133 $ 128 $ 415 $ 1,046 $ 708
Weighted average coupon................ 6.7% 6.6% 7.0% 6.3% 6.8% 6.8 % 6.7% 7.1%
Fair value............................. $ 1,000 $ 718
MORTGAGE BACKED SECURITIES
FIXED RATE
Par value.............................. $ 78 $ 71 $ 63 $ 52 $ 46 $ 344 $ 654 $ 499
Weighted average coupon................ 7.0% 6.8% 6.7% 6.6% 6.6% 6.8 % 6.8% 7.3%
Fair value............................. $ 615 $ 511
VARIABLE RATE
Par value.............................. $ 1 $ 2 $ 1 $ 1 $ 1 $ 5 $ 11 $ 24
Weighted average coupon................ 7.8% 8.4% 8.6% 8.6% 8.6% 8.9 % 8.6% 6.6%
Fair value............................. $ 10 $ 24
</TABLE>

ASSET/LIABILITY MANAGEMENT STRATEGIES USED TO MANAGE MARKET RISK

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-

23
<PAGE>
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 frequently by senior
management and reported to 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
$9.7 billion as of December 31, 1998 ($4.9 billion related to insurance
investments and $4.8 related to life insurance liabilities). As of December 31,
1997, the notional amounts pertaining to derivatives totaled $9.5 billion ($5.5
billion related to insurance investments and $4.0 billion 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 notional amount of anticipatory hedges as of
December 31, 1998 was $235. There were no 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 hedges as of December 31, 1998 and 1997 was $4.8
billion and $4.0 billion, respectively.

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, 1998 and 1997 was $3.2 billion and $2.5 billion,
respectively.

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, 1998 and 1997 was $1.5
billion and $3.0 billion, respectively.

LIFE INSURANCE LIABILITY CHARACTERISTICS

Hartford Life Insurance Company's insurance liabilities, other than
non-guaranteed separate accounts, are primarily related to accumulation vehicles
such as fixed or variable annuities and investment contracts and other insurance
products such as long-term disability and term life insurance.

ASSET ACCUMULATION VEHICLES

While interest rate risk associated with these insurance products has been
reduced through the use of market value adjustment features and surrender
charges, the primary risk associated with these products is that the spread
between investment return and credited rate may not be sufficient to earn
targeted returns.

24
<PAGE>
FIXED RATE -- 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 -- 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 -- 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.

OTHER INSURANCE PRODUCTS

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 will 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.

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.

Management of the duration of investments with respective policyholder
obligations is an explicit objective of the Company's management strategy. The
estimated cash flows of insurance policy liabilities based upon internal
actuarial assumptions as of December 31, 1998 are reflected in the table below
by expected maturity year. Comparative totals are included for December 31,
1997.

(DOLLARS IN BILLIONS)
<TABLE>
<CAPTION>
DESCRIPTION (1) 1999 2000 2001 2002 2003 THEREAFTER
- ----------------------------------------------- ----- ----- ----- ----- ----- -------------
<S> <C> <C> <C> <C> <C> <C>
Fixed rate asset accumulation vehicles......... $ 2.1 $ 1.8 $ 1.3 $ 0.7 $ 1.4 $ 3.5
Weighted average credited rate................. 6.6% 7.0% 6.8% 6.4% 5.4% 7.0%
Indexed asset accumulation vehicles............ $ 0.2 $ 0.1 $ -- $ -- $ -- $ --
Weighted average credited rate................. 5.2% 5.1% -- -- -- --
Interest credited asset accumulation vehicles.. $ 4.8 $ 0.7 $ 0.9 $ 0.6 $ 0.5 $ 5.4
Weighted average credited rate................. 6.0% 5.7% 5.7% 5.9% 5.9% 5.9%
Long-term pay out liabilities.................. $ 0.1 $ 0.1 $ -- $ -- $ -- $ 0.5
Short-term pay out liabilities................. $ 0.2 $ -- $ -- $ -- $ -- $ --

<CAPTION>
1998 1997
DESCRIPTION (1) TOTAL TOTAL
- ----------------------------------------------- --------- ---------
<S> <C> <C>
Fixed rate asset accumulation vehicles......... $ 10.8 $ 12.7
Weighted average credited rate................. 6.6% 6.8%
Indexed asset accumulation vehicles............ $ 0.3 $ 0.2
Weighted average credited rate................. 5.1% 5.9%
Interest credited asset accumulation vehicles.. $ 12.9 $ 10.8
Weighted average credited rate................. 5.9% 5.8%
Long-term pay out liabilities.................. $ 0.7 $ 0.6
Short-term pay out liabilities................. $ 0.2 $ --
</TABLE>

- ----------

(1) AS OF DECEMBER 31, 1998 AND 1997, THE FAIR VALUE OF THE COMPANY'S INVESTMENT
CONTRACTS INCLUDING GUARANTEED SEPARATE ACCOUNTS WAS $21.4 BILLION AND $21.7
BILLION, RESPECTIVELY.

25
<PAGE>
CAPITAL RESOURCES AND LIQUIDITY
RATINGS

The following table summarizes the Company's financial ratings from the
major independent rating organizations as of February 17, 1999:

<TABLE>
<CAPTION>
DUFF & STANDARD &
INSURANCE RATINGS A.M. BEST PHELPS MOODY'S POOR'S
- --------------------------------------------------------------------------- ----- ------------ ----------- -------------
<S> <C> <C> <C> <C>
Hartford Life Insurance Company............................................ A+ AA+ Aa3 AA
Hartford Life and Annuity.................................................. A+ AA+ Aa3 AA
</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 National Association of Insurance Commissioners (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 Hartford Life
Insurance Company and its major life insurance subsidiaries are in excess of
200% as of December 31, 1998.

CASH FLOW

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Cash provided by operating activities......................................................... $ 371 $ 972
Cash provided by (used for) investing activities.............................................. 601 (284)
Cash used for financing activities............................................................ (1,009) (677)
Cash -- end of year........................................................................... 17 54
</TABLE>

In 1998, the change in cash provided by operating activities was primarily
the result of timing in the settlement of receivables and payables as well as an
increase in income taxes paid. The change in cash provided by or used for
investing activities primarily reflects a decrease in policy loans resulting
from the reduction of COLI account values in conjunction with the decline of the
block of leveraged COLI offset by the investment of cash from operating
activities. The change in cash used for financing activities was primarily due
to declines in GIC and COLI account values.

Operating cash flows in the periods presented have been more than adequate
to meet liquidity requirements.

MBL RECAPTURE

On November 10, 1998, Hartford Life recaptured an in force block of COLI
business (referred to as "MBL Recapture") previously ceded to MBL Life Assurance
Co. of New Jersey (MBL Life), as well as purchased the outstanding interest in
International Corporate Marketing Group, Inc. (ICMG), which was previously 40%
owned by MBL Life. The transaction was consummated through the assignment of a
reinsurance arrangement between Hartford Life and MBL Life to a Hartford Life
subsidiary. Hartford Life originally assumed the life insurance block in 1992
from Mutual Benefit Life, which was placed in court-supervised rehabilitation in
1991, and reinsured a portion of those polices back to MBL Life. MBL Life,
previously a Mutual Benefit Life subsidiary, operates under the Rehabilitation
Plan for Mutual Benefit Life.

26
<PAGE>
The MBL Recapture has been recorded retroactive to January 1, 1998 with respect
to results of operations. The transaction resulted in a decrease in reinsurance
recoverables of $4.5 billion with an offset primarily in policy loans and other
investments.

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 1999 Federal
Budget Proposal currently contains certain recommendations for modifying tax
rules related to the treatment of COLI by contractholders which, if enacted as
described, could have a material adverse impact on the Company's sales of these
products. The budget proposal also includes provisions which would result in a
significant increase in the "DAC tax" on certain of the Company's products and
would apply a tax to the Company's policyholder surplus account. (For further
discussion on policyholder surplus accounts and related tax treatment as of
December 31, 1998, see Note 10 of Notes to Consolidated Financial Statements.)
It is too early to determine whether these tax proposals will ultimately be
enacted by Congress. Therefore, the potential impact to the Company's financial
condition or results of operations cannot be reasonably estimated at this time.

INSOLVENCY FUND

See Note 12 (b) of Notes to Consolidated Financial Statements.

NAIC PROPOSALS

The 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 Hartford Life Insurance Company's
subsidiaries are domiciled, it is expected that these laws will neither
significantly change Hartford Life Insurance Company's investment strategies nor
have any material adverse effect on the Company's liquidity or financial
position.

The NAIC adopted the Codification of Statutory Accounting Principles (SAP)
in March 1998. The proposed effective date for the statutory accounting guidance
is January 1, 2001. It is expected that Hartford Life Insurance Company's
domiciliary state will adopt the SAP and 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.

DEPENDENCE ON CERTAIN THIRD PARTY RELATIONSHIPS

Hartford Life Insurance Company distributes its annuity and life insurance
products through a variety of distribution channels, including broker-dealers,
banks, wholesalers, its own internal sales force and other third party marketing
organizations. The Company periodically negotiates provisions and renewals of
these relationships and there can be no assurance that such terms will remain
acceptable to the Company or such service providers. An interruption in the
Company's continuing relationship with certain of these third parties could
materially affect the Company's ability to market its products.

27
<PAGE>
YEAR 2000

IN GENERAL The Year 2000 issue relates to the ability or inability of
computer hardware, software and other information technology (IT) systems, as
well as non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, 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, distributors and others, may also adversely
affect any given company.

The integrity and reliability of Hartford Life Insurance Company's IT
systems, as well as the reliability of its non-IT systems, are integral aspects
of the Company's business. Hartford Life Insurance Company issues insurance
policies, annuities, mutual funds and other financial products to individual and
business customers, nearly all of which contain date sensitive data, such as
policy expiration dates, birth dates and premium payment dates. In addition,
various IT systems support communications and other systems that integrate the
Company's various business segments and field offices, including Hartford Life
Insurance Company's foreign operations. Hartford Life Insurance Company also 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, many of which
provide date sensitive data to Hartford Life Insurance Company, and whose
operations are important to the Company's business.

INTERNAL YEAR 2000 EFFORTS AND TIMETABLE Beginning in 1990, Hartford Life
Insurance Company began working on making its IT systems Year 2000 ready, either
through installing new programs or replacing systems. Since January 1998,
Hartford Life Insurance Company's Year 2000 efforts have focused on the
remaining Year 2000 issues related to IT and non-IT systems in all of the
Company's business segments. These Year 2000 efforts include the following five
main initiatives: (1) identifying and assessing Year 2000 issues; (2) taking
actions to remediate IT and non-IT systems so that they are Year 2000 ready; (3)
testing IT and non-IT systems for Year 2000 readiness; (4) deploying such
remediated and tested systems back into their respective production
environments; and (5) conducting internal and external integrated testing of
such systems. As of December 31, 1998, Hartford Life Insurance Company
substantially completed initiatives (1) through (4) of its internal Year 2000
efforts. Hartford Life Insurance Company has begun initiative (5) and management
currently anticipates that such activity will continue into the fourth quarter
of 1999.

THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE Hartford Life Insurance
Company's Year 2000 efforts include assessing the potential impact on the
Company of third parties' Year 2000 readiness. Hartford Life Insurance Company's
third party Year 2000 efforts include the following three main initiatives: (1)
identifying third parties which have significant business relationships with the
Company, including, without limitation, insurance agents, brokers, third party
administrators, banks and other distributors and servicers of financial
products, and inquiring of such third parties regarding their Year 2000
readiness; (2) evaluating such third parties' responses to Hartford Life
Insurance Company's inquiries; and (3) based on the evaluation of third party
responses (or a third party's failure to respond) and the significance of the
business relationship, conducting additional activities with respect to third
parties as determined to be necessary in each case. These activities may include
conducting additional inquiries, more in-depth evaluations of Year 2000
readiness and plans, and integrated IT systems testing. Hartford

28
<PAGE>
Life Insurance Company has completed the first third party initiative and, as of
early 1999, had substantially completed evaluating third party responses
received. Hartford Life Insurance Company has begun conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However, notwithstanding
these third party Year 2000 efforts, Hartford Life Insurance 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 adequately address their Year
2000 issues.

YEAR 2000 COSTS The costs of Hartford Life Insurance Company's Year 2000
program, along with its parent, that were incurred through the year ended
December 31, 1997 were not material to Hartford Life Insurance Company's
financial condition or results of operations. The after-tax costs of Hartford
Life Insurance Company's Year 2000 efforts for the year ended December 31, 1998
were approximately $3. Management currently estimates that after-tax costs
related to the Year 2000 program to be incurred in 1999 will be less than $10.
These costs are being expensed as incurred.

RISKS AND CONTINGENCY PLANS If significant Year 2000 problems arise,
including problems arising with third parties, failures of IT and non-IT systems
could occur, which in turn could result in substantial interruptions in Hartford
Life Insurance Company's business. In addition, the Company's investing
activities are an important aspect of its business and Hartford Life Insurance
Company may be exposed to the risk that issuers of investments held by it will
be adversely impacted by Year 2000 issues. Given the uncertain nature of Year
2000 problems that may arise, especially those related to the readiness of third
parties discussed above, management cannot determine at this time whether the
consequences of Year 2000 related problems that could arise will have a material
impact on Hartford Life Insurance Company's financial condition or results of
operations.

Hartford Life Insurance Company is in the process of developing certain
contingency plans so that if, despite its Year 2000 efforts, Year 2000 problems
ultimately arise, the impact of such problems may be avoided or minimized. These
contingency plans are being developed based on, among other things, known or
reasonably anticipated circumstances and potential vulnerabilities. The
contingency planning also includes assessing the dependency of Hartford Life
Insurance Company's business on third parties and their Year 2000 readiness. The
Company currently anticipates that internal and external contingency plans will
be substantially complete by the end of the second quarter of 1999. However, in
many contexts, Year 2000 issues are dynamic, and ongoing assessments of business
functions, vulnerabilities and risks must be made. As such, new contingency
plans may be needed in the future and/or existing plans may need to be modified
as circumstances warrant.

LEGAL OPINIONS

The validity of the interests in the Contracts described in this Prospectus
will be passed upon for Hartford by Lynda Godkin, General Counsel and Secretary
of Hartford.

EXPERTS

The audited financial statements and financial statement schedules included
in this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said reports. The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

29
<PAGE>
APPENDIX A
MARKET VALUE LUMP SUM OPTION

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

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

- WHERE:

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

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

BOOK VALUE SPREAD OPTION

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

- Examples of Contract Termination:

(Assuming a 5% Contingent Deferred Sales Charge, and no Policy Fees or
Premium Taxes are applicable)

<TABLE>
<CAPTION>
ACTIVE LIFE FUND
INTEREST RATE CREDITED TO ATTRIBUTABLE TO
CONTRIBUTIONS DEPOSITED IN CONTRIBUTIONS DEPOSITED IN
THE GIVEN CALENDAR YEAR THE GIVEN CALENDAR YEAR
----------------------------- --------------------------

<S> <C> <C>
1992.............................. 6.00% $ 300,000

1993.............................. 6.50% 600,000

1994.............................. 7.00% 700,000
-----------

TOTAL............................. 6.63%* $ 1,600,000
</TABLE>

- ---------

* Total = the weighted average interest rate being credited on the date of
termination ("A"), calculated as follows:

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

- Example 1

<TABLE>
<S> <C>
B = .09

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

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

30
<PAGE>
- Example 2

<TABLE>
<S> <C>
B = .07

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

If the Market Value Lump Sum Option is selected, the Market Value factor would be 1 and
the amount payable to the Contract Owner upon termination of the Contract would be
$1,520,000.

The assessment of Policy Fees, if any, will reduce the amount payable to the Contract
Owner upon termination of the contract.
</TABLE>

31
<PAGE>
THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY

32
<PAGE>
PRINCIPAL UNDERWRITER
Hartford Securities Distribution Company, Inc. (HSD)
HARTFORD
Hartford Plaza, Hartford, CT 06115
INDEPENDENT AUDITORS FOR HARTFORD
LIFE INSURANCE COMPANY
AND
LIFE INSURANCE
THE GENERAL ACCOUNT OPTION
Arthur Andersen LLP
Hartford, Connecticut 06103
COMPANY
INSURER
Hartford Life Insurance Company
Executive Offices: P.O. Box 1583
THE GENERAL ACCOUNT PROSPECTUS
Hartford, CT 06144-1583
MAY 3, 1999

Group Variable Annuity Contracts

HV-1928-12
[LOGO]
HARTFORD LIFE INSURANCE COMPANY
BULK RATE
P.O. BOX 1583, HARTFORD, CT 06144-1583
U.S. POSTAGE
PAID
PERMIT NO. 1
HARTFORD, CONN.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-1
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company:

We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company and subsidiaries as of December 31, 1998 and 1997, and the
related Consolidated Statements of Income, Changes in Stockholder's Equity and
Cash Flows for each of the three years in the period ended December 31, 1998.
These Consolidated Financial Statements and the schedules referred to below are
the responsibility of Hartford Life Insurance Company's management. Our
responsibility is to express an opinion on these 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, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998 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 the 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 26, 1999
<PAGE>
F-2 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1998 1997 1996
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Premiums and other considerations............... $2,218 $1,637 $1,705
Net investment income........................... 1,759 1,368 1,397
Net realized capital (losses) gains............. (2) 4 (213)
------ ------ ------
Total revenues................................ 3,975 3,009 2,889
------ ------ ------
Benefits, claims and expenses
Benefits, claims and claim adjustment
expenses....................................... 1,911 1,379 1,535
Amortization of deferred policy acquisition
costs.......................................... 431 335 234
Dividends to policyholders...................... 329 240 635
Other expenses.................................. 766 586 427
------ ------ ------
Total benefits, claims and expenses........... 3,437 2,540 2,831
------ ------ ------
Income before income tax expense................ 538 469 58
Income tax expense.............................. 188 167 20
------ ------ ------
Net income........................................ $ 350 $ 302 $ 38
------ ------ ------
------ ------ ------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-3
- --------------------------------------------------------------------------------

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF DECEMBER
31,
-----------------
1998 1997
------- -------
<S> <C> <C>
(IN MILLIONS,
EXCEPT FOR SHARE
DATA)
Assets
Investments
Fixed maturities, available for sale, at fair
value (amortized cost of $14,505 and
$13,885)....................................... $14,818 $14,176
Equity securities, at fair value................ 31 180
Policy loans, at outstanding balance............ 6,684 3,756
Other investments, at cost...................... 264 47
------- -------
Total investments............................. 21,797 18,159
Cash............................................ 17 54
Premiums receivable and agents' balances........ 17 18
Reinsurance recoverables........................ 1,257 6,114
Deferred policy acquisition costs............... 3,754 3,315
Deferred income tax............................. 464 348
Other assets.................................... 695 682
Separate account assets......................... 90,262 69,055
------- -------
Total assets.................................. $118,263 $97,745
------- -------
------- -------

Liabilities
Future policy benefits.......................... $ 3,595 $ 3,059
Other policyholder funds........................ 19,615 21,034
Other liabilities............................... 2,094 2,254
Separate account liabilities.................... 90,262 69,055
------- -------
Total liabilities............................. 115,566 95,402
------- -------

Stockholder's Equity
Common stock -- 1,000 shares authorized, issued
and outstanding, par value $5,690.............. 6 6
Capital surplus................................. 1,045 1,045
Accumulated other comprehensive income
Net unrealized capital gains on securities,
net of tax................................... 184 179
------- -------
Total accumulated other comprehensive
income....................................... 184 179
------- -------
Retained earnings............................... 1,462 1,113
------- -------
Total stockholder's equity.................... 2,697 2,343
------- -------
Total liabilities and stockholder's equity...... $118,263 $97,745
------- -------
------- -------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>
F-4 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
ACCUMULATED
OTHER
COMPREHENSIVE
INCOME
---------------
NET UNREALIZED
CAPITAL GAINS
(LOSSES) ON TOTAL
COMMON CAPITAL SECURITIES, RETAINED STOCKHOLDER'S
STOCK SURPLUS NET OF TAX EARNINGS EQUITY
------ -------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
(IN MILLIONS)
1998
Balance, December 31, 1997.............. $6 $ 1,045 $179 $1,113 $2,343
Comprehensive income
Net income............................ -- -- -- 350 350
------
Other comprehensive income, net of tax
(1):
Changes in net unrealized capital
gains on securities (2).............. -- -- 5 -- 5
------
Total other comprehensive income........ 5
------
Total comprehensive income 355
------
Dividends............................... -- -- -- (1) (1)
--
------ ----- ----------- ------
Balance, December 31, 1998.......... $6 $ 1,045 $184 $1,462 $2,697
--
------ ----- ----------- ------
1997
Balance, December 31, 1996.............. $6 $ 1,045 $ 30 $ 811 $1,892
Comprehensive income
Net income............................ -- -- -- 302 302
------
Other comprehensive income, net of tax
(1):
Changes in net unrealized capital
gains on securities (2).............. -- -- 149 -- 149
------
Total other comprehensive income........ 149
------
Total comprehensive income 451
--
------ ----- ----------- ------
Balance, December 31, 1997.......... $6 $ 1,045 $179 $1,113 $2,343
--
------ ----- ----------- ------
1996
Balance, December 31, 1995.............. $6 $ 1,007 $(57) $ 773 $1,729
Comprehensive income
Net income............................ -- -- -- 38 38
------
Other comprehensive income, net of tax
(1):
Changes in net unrealized capital
gains on securities (2).............. -- -- 87 -- 87
------
Total other comprehensive income........ 87
------
Total comprehensive income............ 125
------
Capital contribution.................... -- 38 -- -- 38
--
------ ----- ----------- ------
Balance, December 31, 1996.......... $6 $ 1,045 $ 30 $ 811 $1,892
--
--
------ ----- ----------- ------
------ ----- ----------- ------
</TABLE>

- ---------

(1) Net unrealized capital gain on securities is reflected net of tax of $3,
$80 and $47, as of December 31, 1998, 1997 and 1996, respectively.

(2) There was no reclassification adjustment for after-tax gains (losses)
realized in net income for the years ended December 31, 1998 and 1997. December
31, 1996 is net of a $142 reclassification adjustment for after-tax losses
realized in net income.

See Notes to Consolidated Financial Statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-5
- --------------------------------------------------------------------------------

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
------------------------------
1998 1997 1996
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Operating Activities
Net income............................ $ 350 $ 302 $ 38
Adjustments to reconcile net income to
net cash provided by operating
activities
Depreciation and amortization......... (23) 8 14
Net realized capital losses (gains)... 2 (4) 213
Decrease in premiums receivable and
agents' balances..................... 1 119 10
(Decrease) increase in other
liabilities.......................... (79) 223 577
Change in receivables, payables, and
accruals............................. 83 107 (22)
Increase (decrease) in accrued
taxes................................ 60 126 (91)
(Increase) decrease in deferred income
taxes................................ (118) 40 (102)
Increase in deferred policy
acquisition costs.................... (439) (555) (572)
Increase in future policy benefits.... 536 585 101
(Increase) decrease in reinsurance
recoverables and other related
assets............................... (2) 21 (146)
-------- -------- --------
Net cash provided by operating
activities......................... 371 972 20
-------- -------- --------
Investing Activities
Purchases of investments.............. (6,061) (6,869) (5,854)
Sales of investments.................. 4,901 4,256 3,543
Maturity of investments............... 1,761 2,329 2,693
-------- -------- --------
Net cash provided by (used for)
investing activities............... 601 (284) 382
-------- -------- --------
Financing Activities
Capital contribution.................. -- -- 38
Net disbursements for investment and
universal life-type contracts charged
against policyholder accounts........ (1,009) (677) (443)
-------- -------- --------
Net cash used for financing
activities......................... (1,009) (677) (405)
-------- -------- --------
Net (decrease) increase in cash....... (37) 11 (3)
Cash -- beginning of year............. 54 43 46
-------- -------- --------
Cash -- end of year................... $ 17 $ 54 $ 43
-------- -------- --------
-------- -------- --------
Supplemental Disclosure of Cash Flow
Information:
Net Cash Paid During the Year for:
Income taxes.......................... $ 263 $ 9 $ 189

Noncash Investing Activities:
Due to the recapture of an in force block of business previously ceded
to MBL Life Assurance Co. of New Jersey, reinsurance recoverables of
$4,546 were exchanged for the fair value of assets comprised of
$4,354 in policy loans and $192 in other assets.
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>
F-6 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 ("Hartford Life Insurance Company" or
the "Company"), Hartford Life and Annuity Insurance Company (ILA) and 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). Pursuant to an initial
public offering (the "IPO") on May 22, 1997, Hartford Life sold 26 million
shares of Class A Common Stock 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 outstanding promissory notes and line of credit with
the remaining $160 contributed by Hartford Life to HLA to support growth in its
core businesses. Hartford Life became a publicly traded company upon the sale of
26 million shares representing approximately 18.6% of the equity ownership in
Hartford Life. 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, HLA, the Company is a leading financial services and
insurance 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 disability insurance
that is directly written by the Company and is substantially ceded to its
parent, HLA, and (d) corporate owned life insurance.

2. SUMMARY OF 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 November 1998, the Emerging Issues Task Force (EITF) reached consensus on
Issue No. 98-15, "Structured Notes Acquired for a Specific Investment Strategy".
This EITF issue requires companies to account for structured notes acquired for
a specific investment strategy, as a unit. Affected companies that entered into
these notes prior to September 25, 1998 are required to either restate prior
period financial statements to conform with the prescribed unit accounting model
or disclose the related impact on earnings for all periods presented and
cumulatively over the life of the instruments had the registrant accounted for
the structure as a unit. Based upon recently prescribed current generally
accepted accounting principles for such types of transactions entered into after
September 24, 1998, there was no additional earnings impact to the Company
related to combined structured note transactions. As of December 31, 1998, the
Company does not hold any combined structured notes.

In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities". The new standard establishes
accounting and reporting guidance for derivative instruments, including certain
derivative instruments embedded in other contracts. The standard requires, among
other things, that all derivatives be carried on the balance sheet at fair
value. The standard also specifies hedge accounting criteria under which a
derivative can qualify for special accounting. In order to receive special
accounting, the derivative instrument must qualify as either
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-7
- --------------------------------------------------------------------------------

a hedge of the fair value or the variability of the cash flow of a qualified
asset or liability. Special accounting for qualifying hedges provides for
matching the timing of gain or loss recognition on the hedging instrument with
the recognition of the corresponding changes in value of the hedged item. SFAS
No. 133 will be effective for fiscal years beginning after June 15, 1999.
Initial application for Hartford Life Insurance Company will begin for the first
quarter of the year 2000. While Hartford Life Insurance Company is currently in
the process of quantifying the impact of SFAS No. 133, the Company is reviewing
its derivative holdings in order to take actions needed to minimize potential
volatility, while at the same time maintaining the economic protection needed to
support the goals of its business.

In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use". The SOP provides
guidance on accounting for the costs of internal use software and in determining
whether the software is for internal use. The SOP defines internal use software
as software that is acquired, internally developed, or modified solely to meet
internal needs and identifies stages of software development and accounting for
the related costs incurred during the stages. This statement is effective for
fiscal years beginning after December 15, 1998 and is not expected to have a
material impact on the Company's financial condition or results of operations.

Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The objective of this statement is to report a measure of
all changes in equity of an enterprise that result from transactions and other
economic events of the period other than transactions with owners. Comprehensive
income is the total of net income and all other nonowner changes in equity.
Accordingly, the Company has reported comprehensive income in the Consolidated
Statements of Changes in Stockholder's Equity.

In December 1997, the AICPA issued 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.

In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information". The new standard requires public
business enterprises to disclose certain financial and descriptive information
about reportable operating segments in annual financial statements and in
condensed financial statements of interim periods. Operating segments are
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and assessing performance. SFAS No. 131 also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company adopted SFAS No. 131 in 1998.
For additional information, see Note 13.

On November 14, 1996, the 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 FASB issued 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. Adoption of SFAS No. 125 did not have a material
effect on the Company's financial condition or results of operations.

Effective January 1, 1996, Hartford Life Insurance 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. 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.

Revenues for investment products and universal life-type policies consist of
policy charges for policy administration, cost of insurance and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.
<PAGE>
F-8 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

(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.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.

(E) INVESTMENTS

Hartford Life Insurance 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 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. 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. Net realized capital gains
and losses, excluding those related to immediate participation guaranteed
contracts, 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 additional impairment, if necessary.

(F) DERIVATIVE INSTRUMENTS

Hartford Life Insurance 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. Hartford Life Insurance 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. For a discussion
of SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities"
issued in June 1998, see (b) Changes in Accounting Principles.

Derivative instruments must be designated at inception as a hedge and
measured for effectiveness both at inception and on an ongoing basis. Hartford
Life Insurance Company's correlation threshold for hedge designation is 80% to
120%. If correlation, which is assessed monthly and measured based on a rolling
three month average, falls outside the 80% to 120% range, 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.

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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-9
- --------------------------------------------------------------------------------

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.

(G) SEPARATE ACCOUNTS

Hartford Life Insurance Company maintains separate account assets and
liabilities which are reported at fair value. Separate account assets are
segregated from other investments. Separate accounts reflect two categories of
risk assumption: non-guaranteed separate accounts, wherein the policyholder
assumes the investment risk and rewards, and guaranteed separate account assets,
wherein the Company contractually guarantees either a minimum return or account
value to the policyholder.
(H) 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, usually 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
charges, 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
re-estimated and adjusted by a cumulative charge or credit to income.

Acquisition costs and their related deferral are included in the Company's
other expenses as follows:

<TABLE>
<CAPTION>
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Commissions.......................... $ 1,069 $ 976 $ 848
Deferred acquisition costs........... (891) (862) (823)
Other................................ 588 472 402
--------- --------- ---------
Total other expenses............. $ 766 $ 586 $ 427
--------- --------- ---------
--------- --------- ---------
</TABLE>

(I) DIVIDENDS TO POLICYHOLDERS

Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings on that participating
block of business. The participating insurance in force accounted for 71%, 55%
and 44% in 1998, 1997 and 1996, respectively, of total insurance in force.

3. INVESTMENTS AND DERIVATIVE INSTRUMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Interest income from fixed
maturities......................... $ 952 $ 932 $ 918
Interest income from policy loans... 789 425 477
Income from other investments....... 32 26 15
--------- --------- ---------
Gross investment income............. 1,773 1,383 1,410
Less: Investment expenses........... 14 15 13
--------- --------- ---------
Net investment income............... $ 1,759 $ 1,368 $ 1,397
--------- --------- ---------
--------- --------- ---------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
--------- ----- ---------
<S> <C> <C> <C>
Fixed maturities......................... $ (28) $ (7) $ (201)
Equity securities........................ 21 12 2
Real estate and other.................... 5 (1) (4)
Less: Decrease in liability to
policyholders for realized capital
gains................................... -- -- (10)
--------- --- ---------
Net realized capital (losses) gains...... $ (2) $ 4 $ (213)
--------- --- ---------
--------- --- ---------
</TABLE>

<PAGE>
F-10 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------
1998 1997 1996
----- ----- -----
<S> <C> <C> <C>
Gross unrealized capital gains.............. $ 2 $ 14 $ 13
Gross unrealized capital losses............. (1) -- (1)
--- --- ---
Net unrealized capital gains................ 1 14 12
Deferred income tax expense................. -- 5 4
--- --- ---
Net unrealized capital gains, net of tax.... 1 9 8
Balance -- beginning of year................ 9 8 1
--- --- ---
Net change in unrealized capital gains on
equity securities.......................... $ (8) $ 1 $ 7
--- --- ---
--- --- ---
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Gross unrealized capital gains.......... $ 421 $ 371 $ 386
Gross unrealized capital losses......... (108) (80) (341)
Unrealized capital gains credited to
policyholders.......................... (32) (30) (11)
--------- --------- ---------
Net unrealized capital gains............ 281 261 34
Deferred income tax expense............. 98 91 12
--------- --------- ---------
Net unrealized capital gains, net of
tax.................................... 183 170 22
Balance -- beginning of year............ 170 22 (58)
--------- --------- ---------
Net change in unrealized capital gains
(losses) on fixed maturities........... $ 13 $ 148 $ 80
--------- --------- ---------
--------- --------- ---------
</TABLE>

(E) FIXED MATURITY INVESTMENTS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1998
---------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U. S. Government and Government agencies and authorities
(guaranteed and sponsored)...................................... $ 121 $ 2 $ -- $ 123
U. S. Government and Government agencies and authorities
(guaranteed and sponsored) -- asset backed...................... 1,001 23 (8) 1,016
States, municipalities and political subdivisions................ 165 8 -- 173
International governments........................................ 393 26 (7) 412
Public utilities................................................. 844 33 (3) 874
All other corporate including international...................... 5,469 260 (42) 5,687
All other corporate -- asset backed.............................. 4,155 58 (42) 4,171
Short-term investments........................................... 1,847 -- -- 1,847
Certificates of deposit.......................................... 510 11 (6) 515
---------- ----- ----------- ----------
Total fixed maturities....................................... $14,505 $421 $(108) $14,818
---------- ----- ----------- ----------
---------- ----- ----------- ----------
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
---------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U. S. Government and Government agencies and authorities
(guaranteed and sponsored)...................................... $ 217 $ 3 $ (1) $ 219
U. S. Government and Government 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>

The amortized cost and estimated fair value of fixed maturity investments as
of December 31, 1998 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including mortgage backed securities and
collateralized mortgage obligations, 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-11
- --------------------------------------------------------------------------------

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.

MATURITY

<TABLE>
<CAPTION>
AMORTIZED
COST FAIR VALUE
----------- -----------
<S> <C> <C>
One year or less......................... $ 3,047 $ 3,116
Over one year through five years......... 4,796 4,843
Over five years through ten years........ 3,242 3,318
Over ten years........................... 3,420 3,541
----------- -----------
Total................................ $ 14,505 $ 14,818
----------- -----------
----------- -----------
</TABLE>

Sales of fixed maturities, excluding short-term fixed maturities, for the
years ended December 31, 1998, 1997 and 1996 resulted in proceeds of $3.2
billion, $4.2 billion and $3.5 billion, gross realized capital gains of $103,
$169 and $87, gross realized capital losses (including writedowns) of $131, $176
and $298, respectively. In 1996, gross realized capital losses includes an other
than temporary impairment of $137 related to the Company's block of guaranteed
investment contract business written prior to 1995 which could not recover to
amortized cost prior to sale. Sales of equity security investments for the years
ended December 31, 1998, 1997 and 1996 resulted in proceeds of $35, $132 and $74
and gross realized capital gains of $21, $12 and $2, respectively, and no gross
realized capital losses for all periods.

(F) CONCENTRATION OF CREDIT RISK

The Company is not exposed to any significant concentration of credit risk
in fixed maturities of a single issuer greater than 10% of stockholder's equity.

(G) DERIVATIVE INSTRUMENTS

Hartford Life Insurance 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.

Hartford Life Insurance 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.

Hartford Life Insurance Company's derivative program is monitored by an
internal compliance unit and is reviewed by senior management and Hartford
Life's Finance Committee of the Board of Directors. 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 $6.2 billion and $6.5 billion ($3.9 billion and $4.6 billion related to
the Company's investments, $2.3 billion and $1.9 billion on the Company's
liabilities) as of December 31, 1998 and 1997, respectively.

The tables below provide a summary of derivative instruments held by
Hartford Life Insurance Company as of December 31, 1998 and 1997, segregated by
major investment and liability category:

<PAGE>
F-12 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
1998 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
----------------------------------------------------------------------------------
FOREIGN
TOTAL ISSUED PURCHASED INTEREST CURRENCY TOTAL
CARRYING CAPS & CAPS & FUTURES RATE SWAPS NOTIONAL
ASSETS HEDGED VALUE FLOORS FLOORS (2) SWAPS (3) AMOUNT
- ----------------------------------- -------- -------- ---------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Asset backed securities (excluding
inverse floaters and
anticipatory)..................... $ 5,163 $ -- $ 188 $ 3 $ 885 $-- $ 1,076
Inverse floaters (1)............... 24 44 55 -- -- -- 99
Anticipatory (4)................... -- -- -- -- 235 -- 235
Other bonds and notes.............. 7,683 461 597 18 1,300 90 2,466
Short-term investments............. 1,948 -- -- -- -- -- --
-------- -------- ---------- --- ---------- --- ----------
Total fixed maturities......... 14,818 505 840 21 2,420 90 3,876
Equity securities, policy loans and
other investments................. 6,979 -- -- -- -- -- --
-------- -------- ---------- --- ---------- --- ----------
Total investments.............. $ 21,797 505 840 21 2,420 90 3,876
Other policyholder funds....... $ 19,615 1,100 50 -- 1,195 -- 2,345
-------- -------- ---------- --- ---------- --- ----------
Total derivative instruments --
notional value................ $ 1,605 $ 890 $ 21 $ 3,615 $90 $ 6,221
-------- -------- ---------- --- ---------- --- ----------
Total derivative instruments --
fair value.................... $ (6) $ 19 $ -- $ 27 $(7) $ 33
-------- -------- ---------- --- ---------- --- ----------
-------- -------- ---------- --- ---------- --- ----------
</TABLE>

<TABLE>
<CAPTION>
1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
--------------------------------------------------------------------------
FOREIGN
TOTAL ISSUED PURCHASED INTEREST CURRENCY TOTAL
CARRYING CAPS & CAPS & RATE SWAPS NOTIONAL
ASSETS HEDGED VALUE FLOORS FLOORS FUTURES (2) 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
Other policyholder funds....... $ 21,034 10 150 -- 1,747 -- 1,907
-------- ------- ------------ --- --------- --- -------
Total derivative instruments --
notional value................ $ 1,019 $ 2,094 $ 50 $ 3,251 $ 91 $6,505
-------- ------- ------------ --- --------- --- -------
Total derivative instruments --
fair value.................... $ (8) $ 23 $ -- $ 19 $ (6 ) $ 28
-------- ------- ------------ --- --------- --- -------
-------- ------- ------------ --- --------- --- -------
</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, 1998 and 1997, approximately 5% and 44% ,
respectively, of the notional futures contracts expire within one year.

(3) As of December 31, 1998 and 1997, approximately 11% and 16%,
respectively, of foreign currency swaps expire within one year.

(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. As of December 31, 1998 and 1997, the Company had no
deferred gains for interest rate swaps. During 1998, $1.5 in deferred gains were
basis adjusted.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-13
- --------------------------------------------------------------------------------

The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1998 and 1997:

<TABLE>
<CAPTION>
DECEMBER 31, 1997 MATURITIES/ DECEMBER 31, 1998
NOTIONAL AMOUNT ADDITIONS TERMINATIONS (1) NOTIONAL AMOUNT
----------------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
BY DERIVATIVE TYPE
Caps......................................... $1,239 $1,000 $ 327 $1,912
Floors....................................... 1,864 -- 1,281 583
Swaps/Forwards............................... 3,342 1,838 1,475 3,705
Futures...................................... 50 8 37 21
Options...................................... 10 -- 10 --
------- -------- ------- -------
Total.................................... $6,505 $2,846 $3,130 $6,221
------- -------- ------- -------
BY STRATEGY
Liability.................................... $1,907 $1,099 $ 661 $2,345
Anticipatory................................. -- 242 7 235
Asset........................................ 1,805 1,260 667 2,398
Portfolio.................................... 2,793 245 1,795 1,243
------- -------- ------- -------
Total.................................... $6,505 $2,846 $3,130 $6,221
------- -------- ------- -------
------- -------- ------- -------
</TABLE>

- ---------

(1) During 1998, the Company had no significant gains or losses on
terminations of hedge positions using derivative financial instruments.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS 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. Hartford
Life Insurance Company uses the following methods and assumptions in estimating
the fair value of each class of financial instrument.

Fair value for fixed maturities and marketable equity securities
approximates those quotations published by applicable stock exchanges or
received from other reliable sources.

For policy loans, carrying amounts approximate fair value.

Fair value for other invested assets primarily consist of partnerships and
trusts that are based on external market valuations from partnership and trust
management as well as mortgage loans where carrying amounts approximate fair
value.

Other policyholder funds fair value information is determined by estimating
future cash flows, discounted at the current market rate.

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 periodic comparison to dealer quoted prices.

The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
1998 1997
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- ------- --------- -------
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities..................................... $ 14,818 $14,818 $ 14,176 $14,176
Equity securities.................................... 31 31 180 180
Policy loans......................................... 6,684 6,684 3,756 3,756
Other investments.................................... 264 309 47 91
LIABILITIES
Other policyholder funds (1)......................... $ 11,709 $11,726 $ 11,769 $11,755
</TABLE>

- ---------

(1) Excludes corporate owned life insurance and universal life insurance
contracts.

<PAGE>
F-14 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

5. SEPARATE ACCOUNTS

Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $90.3 billion and $69.1 billion as of December 31, 1998 and
1997, respectively, which are reported at fair value. Separate account assets,
which are segregated from other investments, reflect two categories of risk
assumption: non-guaranteed separate accounts totaling $80.6 billion and $58.6
billion as of December 31, 1998 and 1997, respectively, wherein the policyholder
assumes the investment risk, and guaranteed separate accounts totaling $9.7 and
$10.5 billion as of December 31, 1998 and 1997, respectively, wherein Hartford
Life Insurance Company contractually guarantees either a minimum return or
account value to the policyholder. Included in non-guaranteed separate account
assets were policy loans totaling $1.8 billion and $1.9 billion as of December
31, 1998 and 1997, 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 and other revenues were $908, $699 and $538
in 1998, 1997 and 1996, respectively. The guaranteed separate accounts include
fixed market value adjusted (MVA) individual annuity and modified guaranteed
life insurance. The average credited interest rate on these contracts was 6.6%
and 6.5% as of December 31, 1998 and 1997, respectively. The assets that support
these liabilities were comprised of $9.5 billion and $10.2 billion in fixed
maturities as of December 31, 1998 and 1997, respectively. 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 $40 and $119 in carrying value and $3.5 billion and
$3.0 billion in notional amounts as of December 31, 1998 and 1997, respectively.

6. STATUTORY RESULTS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Statutory net income................ $ 211 $ 214 $ 144
--------- --------- ---------
Statutory surplus................... $ 1,676 $ 1,441 $ 1,207
--------- --------- ---------
--------- --------- ---------
</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 1999 is estimated to be $168.

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

7. STOCK COMPENSATION PLANS

Hartford Life Insurance Company's employees are included in the 1997
Hartford Life, Inc. Incentive Stock Plan (the "Plan"), which was adopted during
the second quarter of 1997. 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 million
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 Hartford
Life, Inc. 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 121,943 and
54,316 shares under the ESPP in 1998 and 1997, respectively. The weighted
average fair value of the discount under the ESPP was $13.80 per share in 1998
and $9.63 per share in 1997.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-15
- --------------------------------------------------------------------------------

8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS

(A) PENSION PLANS

Hartford Life Insurance 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 $6 in 1998 and $5
in both 1997 and 1996.

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 1998, 1997 and 1996.

The assumed rate in the per capita cost of health care (the health care
trend rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003.
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 eligible 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 Hartford Life Insurance Company for the above-mentioned
plan was approximately $4 and $2 in 1998 and 1997, respectively.

9. REINSURANCE

Hartford Life Insurance 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,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Gross premiums...................... $ 2,722 $ 2,164 $ 2,138
Assumed............................. 150 159 190
Ceded............................... (654) (686) (623)
--------- --------- ---------
Net premiums and other
considerations................... $ 2,218 $ 1,637 $ 1,705
--------- --------- ---------
--------- --------- ---------
</TABLE>

The Company ceded approximately $128, $76 and $100 of group life premium to
HLA in 1998, 1997 and 1996, respectively, representing $38.4 billion, $33.6
billion and $33.3 billion of insurance in force, respectively. The Company ceded
$383, $339 and $318 of accident and health premium to HLA in 1998, 1997 and
1996, respectively. The Company assumed $82, $89 and $101 of premium in 1998,
1997 and 1996, respectively, representing $7.4 billion, $8.2 billion and $8.5
billion of individual life insurance in force, respectively, from HLA.

Life reinsurance recoveries, which reduce death and other benefits,
approximated $97, $158 and $140 for the years ended December 31, 1998, 1997 and
1996, respectively.

Hartford Life Insurance Company has no significant reinsurance-related
concentrations of credit risk.

10. 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 own 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. It is the intention of The
Hartford and its non-life subsidiaries to file a single consolidated Federal
income tax return. The life insurance companies will file a separate
consolidated federal income tax return. The Company's effective tax rate was
35%, 36% and 35% in 1998, 1997 and 1996, respectively.
<PAGE>
F-16 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Income tax expense is as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1998 1997 1996
--------- --------- ---------
<S> <C> <C> <C>
Current.................................. $ 307 $ 162 $ 118
Deferred................................. (119) 5 (98)
--------- --------- ---------
Income tax expense..................... $ 188 $ 167 $ 20
--------- --------- ---------
--------- --------- ---------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
---------------------------------
1998 1997 1996
--------- --------- -----
<S> <C> <C> <C>
Tax provision at the U.S. Federal
statutory rate........................... $ 188 $ 164 $ 20
Other..................................... -- 3 --
--------- --------- ---
Total................................... $ 188 $ 167 $ 20
--------- --------- ---
--------- --------- ---
</TABLE>

Deferred tax assets (liabilities) include the following as of December 31:

<TABLE>
<CAPTION>
1998 1997
--------- ---------
<S> <C> <C>
Tax basis deferred policy acquisition costs.... $ 751 $ 639
Financial statement deferred policy acquisition
costs and reserves............................ 103 69
Employee benefits.............................. 4 8
Net unrealized capital gains on securities..... (98) (96)
Investments and other.......................... (296) (272)
--------- ---------
Total........................................ $ 464 $ 348
--------- ---------
--------- ---------
</TABLE>

Hartford Life Insurance Company had a current tax payable of $65 and $64 as
of December 31, 1998 and 1997, respectively.

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, based on current tax law,
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, 1998 was $104.

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 $47, $34 and $40 in 1998, 1997 and 1996,
respectively. Management believes that the methods used are reasonable.

12. COMMITMENTS AND CONTINGENT LIABILITIES

(A) LITIGATION

Hartford Life Insurance 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, at the
present time the Company does not anticipate that the ultimate liability arising
from such pending or threatened litigation, after consideration of provisions
made for potential losses and costs of defense, will have a material adverse
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. Part of the assessments
paid by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company paid guaranty
fund assessments of approximately $9, $15 and $11 in 1998, 1997 and 1996,
respectively, of which $4, $4 and $5, respectively, were estimated to be
creditable against premium taxes.

The rent paid to Hartford Fire for space occupied by the Company was $7 in
both 1998 and 1997 and $3 in 1996. Future minimum rental commitments are as
follows:

<TABLE>
<S> <C>
1999............. $ 7
2000............. 12
2001............. 12
2002............. 13
2003............. 13
Thereafter....... 74
---------
Total.......... $ 131
---------
---------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-17
- --------------------------------------------------------------------------------

Rental expense is recognized on a level basis over the term of the primary
sublease, which expires on December 31, 2009, and amounted to approximately $9
in both 1998 and 1997 and $8 in 1996.

(D) TAX MATTERS

Hartford Life's federal income tax returns are routinely audited by the
Internal Revenue Service. Hartford Life is currently under audit for the years
1993 through 1995, with the audit for the years 1996 through 1997 expected to
begin during early 1999. Management believes that adequate provision has been
made in the financial statements for items that may result from tax examinations
and other tax related matters.

(E) INVESTMENTS

As of December 31, 1998, Hartford Life Insurance Company held $71 of asset
backed securities securitized and serviced by Commercial Financial Services,
Inc. (CFS) of which $50 were included in the Company's general account and $21
in the Company's guaranteed separate account. In October 1998, the Company
became aware of allegations of improper activities at CFS. On December 11, 1998,
CFS filed for protection under Chapter 11 of the Bankruptcy Code. As of December
31, 1998, CFS continues to service the asset backed securities, which remain
current on payments of principal and interest, however, the Company does not
expect to recover all of its principal investment. Based upon information
available in the fourth quarter 1998, the Company recognized a $25, after-tax,
writedown related to its holdings in CFS of which $18 was related to the
Company's general account assets. The ultimate realizable amount depends on the
outcome of the bankruptcy of CFS and these estimates are therefore subject to
material change as new information becomes available. The Company is presently
unable to determine the amount of further potential loss, if any, related to the
securities.

13. SEGMENT INFORMATION

Hartford Life Insurance Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", during the fourth quarter of
1998. This statement replaces SFAS No. 14, "Financial Reporting for Segments of
a Business Enterprise", and establishes new standards for reporting information
about operating segments in annual financial statements and in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
This statement requires that the reportable operating segments be based on the
Company's internal operations. On this basis, Hartford Life Insurance Company's
segments represent strategic operations which offer different products and
services as well as serve different markets.

Hartford Life Insurance Company is organized into three reportable operating
segments which include Investment Products, Individual Life and Corporate Owned
Life Insurance (COLI). Investment Products offers individual variable annuities,
fixed market value adjusted (MVA) annuities and fixed and variable immediate
annuities, mutual funds, deferred compensation and retirement plan services,
structured settlement contracts and other special purpose annuity contracts.
Individual Life sells a variety of life insurance products, including variable
life, universal life, interest-sensitive whole life and term life insurance.
COLI primarily offers variable products used by employers to fund non-qualified
benefits or other post-employment benefit obligations as well as leveraged COLI.
The Company includes in "Other" corporate items not directly allocable to any of
its reportable operating segments as well as certain employee benefit products
including group life and disability insurance that is directly written by the
Company and is substantially ceded to its parent, HLA.

The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2.
Hartford Life Insurance Company evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the amortization of net realized capital gains
and losses through net investment income utilizing the duration of the segment's
investment portfolios. The Company's revenues are primarily derived from
customers within the United States. The Company's long-lived assets primarily
consist of deferred policy acquisition costs and deferred tax assets from within
the United States. The following table outlines summarized financial information
concerning the Company's segments. The information for 1997 and 1996 has been
restated to conform to the 1998 presentation.

<TABLE>
<CAPTION>
INVESTMENT INDIVIDUAL
1998 PRODUCTS LIFE COLI OTHER TOTAL
- ------------------------------------------------------- --------- ------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
Total revenues......................................... $ 1,779 $ 543 $ 1,567 $ 86 $ 3,975
Net investment income.................................. 736 181 793 49 1,759
Amortization of deferred policy acquisition costs...... 326 105 -- -- 431
Income tax expense (benefit)........................... 145 35 12 (4) 188
Net income (loss)...................................... 270 64 24 (8) 350
Assets................................................. 87,207 5,228 22,631 3,197 118,263
</TABLE>

<PAGE>
F-18 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
INVESTMENT INDIVIDUAL
1997 PRODUCTS LIFE COLI OTHER TOTAL
- ------------------------------------------------------- --------- ------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
Total revenues......................................... $ 1,510 $ 487 $ 980 $ 32 $ 3,009
Net investment income.................................. 739 164 429 36 1,368
Amortization of deferred policy acquisition costs...... 250 83 -- 2 335
Income tax expense..................................... 111 30 15 11 167
Net income............................................. 206 55 27 14 302
Assets................................................. 72,288 4,914 17,800 2,743 97,745
</TABLE>

<TABLE>
<CAPTION>
INVESTMENT INDIVIDUAL
1996 PRODUCTS LIFE COLI OTHER TOTAL
- ------------------------------------------------------- --------- ------- --------- ------- -------
<S> <C> <C> <C> <C> <C>
Total revenues......................................... $ 1,002 $ 440 $ 1,360 $ 87 $ 2,889
Net investment income.................................. 684 153 480 80 1,397
Amortization of deferred policy acquisition costs...... 174 60 -- -- 234
Income tax expense (benefit)........................... (42 ) 24 11 27 20
Net income (loss)...................................... (77 ) 44 26 45 38
Assets................................................. 57,410 3,753 14,222 2,377 77,762
</TABLE>

14. QUARTERLY RESULTS FOR 1998 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
THREE MONTHS ENDED
--------------------------------------------------------------------------------------
MARCH 31, JUNE 30, SEPTEMBER 30, DECEMBER 31,
-------------------- -------------------- -------------------- --------------------
1998 1997 1998 1997 1998 1997 1998 1997
--------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Revenues........................... $ 915 $ 651 $ 721 $ 645 $ 826 $ 679 $ 1,513 $ 1,034
Benefits, claims and expenses...... 787 550 591 536 688 550 1,371 904
Net income......................... 83 63 85 74 89 81 93 84
</TABLE>
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-19
- --------------------------------------------------------------------------------

SCHEDULE I -- SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN AFFILIATES
AS OF DECEMBER 31, 1998
(IN MILLIONS)

<TABLE>
<CAPTION>
AMOUNT AT
WHICH
FAIR SHOWN ON
TYPE OF INVESTMENT COST VALUE BALANCE SHEET
- --------------------------------------------- ------- ------- --------------
<S> <C> <C> <C>
Fixed Maturities
Bonds and Notes
U. S. Government and Government agencies
and authorities (guaranteed and
sponsored)................................ $ 121 $ 123 $ 123
U. S. Government and Government agencies
and authorities (guaranteed and sponsored)
-- asset backed........................... 1,001 1,016 1,016
States, municipalities and political
subdivisions.............................. 165 173 173
Foreign governments........................ 393 412 412
Public utilities........................... 844 874 874
All other corporate including
international............................. 5,469 5,687 5,687
All other corporate -- asset backed........ 4,155 4,171 4,171
Short-term investments..................... 1,847 1,847 1,847
Certificates of deposit...................... 510 515 515
------- ------- -------
Total fixed maturities....................... 14,505 14,818 14,818
------- ------- -------
Equity Securities
Common Stocks
Industrial and miscellaneous............... 30 31 31
------- ------- -------
Total equity securities...................... 30 31 31
------- ------- -------
Total fixed maturities and equity
securities.................................. 14,535 14,849 14,849
------- ------- -------
Policy Loans................................. 6,684 6,684 6,684
------- ------- -------
Other Investments
Mortgage loans on real estate.............. 206 207 206
Other invested assets...................... 58 102 58
------- ------- -------
Total other investments...................... 264 309 264
------- ------- -------
Total investments............................ $21,483 $21,842 $21,797
------- ------- -------
------- ------- -------
</TABLE>

<PAGE>
F-20 HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
(IN MILLIONS)
<TABLE>
<CAPTION>
DEFERRED
POLICY FUTURE OTHER PREMIUMS NET
ACQUISITION POLICY POLICYHOLDER AND OTHER INVESTMENT
SEGMENT COSTS BENEFITS FUNDS CONSIDERATIONS INCOME
- --------------------------------------------- ----------- --------- ---------- --------------- ---------

<S> <C> <C> <C> <C> <C>
1998
Investment Products.......................... $2,823 $2,407 $ 9,194 $1,043 $ 736
Individual Life.............................. 931 466 2,307 363 181
Corporate Owned Life Insurance............... -- 225 8,097 774 793
Other........................................ -- 497 17 38 49
----------- --------- ---------- ------ ---------
Consolidated operations...................... $3,754 $3,595 $19,615 $2,218 $1,759
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

1997
Investment Products.......................... $2,478 $2,070 $ 9,620 $ 771 $ 739
Individual Life.............................. 837 392 2,182 323 164
Corporate Owned Life Insurance............... -- 56 9,259 551 429
Other........................................ -- 541 (27) (8) 36
----------- --------- ---------- ------ ---------
Consolidated operations...................... $3,315 $3,059 $21,034 $1,637 $1,368
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

1996
Investment Products.......................... $2,030 $1,526 $10,140 $ 537 $ 684
Individual Life.............................. 730 346 2,160 287 153
Corporate Owned Life Insurance............... -- -- 9,823 880 480
Other........................................ -- 602 11 1 80
----------- --------- ---------- ------ ---------
Consolidated operations...................... $2,760 $2,474 $22,134 $1,705 $1,397
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

<CAPTION>
NET BENEFITS, AMORTIZATION
REALIZED CLAIMS AND OF DEFERRED
CAPITAL CLAIM POLICY
GAINS ADJUSTMENT ACQUISITION DIVIDENDS TO OTHER
SEGMENT (LOSSES) EXPENSES COSTS POLICYHOLDERS EXPENSES
- --------------------------------------------- ----------- ----------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
1998
Investment Products.......................... $ -- $ 670 $326 $ -- $ 368
Individual Life.............................. (1) 262 105 -- 77
Corporate Owned Life Insurance............... -- 924 -- 329 278
Other........................................ (1) 55 -- -- 43
----------- ----------- ----- ----- -----
Consolidated operations...................... $ (2) $1,911 $431 $329 $ 766
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
1997
Investment Products.......................... $ -- $ 677 $250 $ -- $ 266
Individual Life.............................. -- 242 83 -- 77
Corporate Owned Life Insurance............... -- 439 -- 240 259
Other........................................ 4 21 2 -- (16)
----------- ----------- ----- ----- -----
Consolidated operations...................... $ 4 $1,379 $335 $240 $ 586
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
1996
Investment Products.......................... $(219) $ 744 $175 $ -- $ 203
Individual Life.............................. -- 245 59 -- 68
Corporate Owned Life Insurance............... -- 545 -- 634 144
Other........................................ 6 1 -- 1 12
----------- ----------- ----- ----- -----
Consolidated operations...................... $(213) $1,535 $234 $635 $ 427
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES F-21
- --------------------------------------------------------------------------------

SCHEDULE IV -- REINSURANCE
(IN MILLIONS)

<TABLE>
<CAPTION>
CEDED TO ASSUMED FROM PERCENTAGE
GROSS OTHER OTHER NET OF AMOUNT
AMOUNT COMPANIES COMPANIES AMOUNT ASSUMED TO NET
-------- -------------- -------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
For the year ended December 31, 1998
Life insurance in force........................... $326,400 $ 200,782 $ 18,289 $143,907 12.7%
Premiums and other considerations
Life insurance and annuities.................... $ 2,329 $ 271 $ 142 $ 2,200 6.5%
Accident and health insurance................... 393 383 8 18 44.4%
-------- -------------- ------- --------
Total premiums and other considerations........... $ 2,722 $ 654 $ 150 $ 2,218 6.8%
-------- -------------- ------- --------
-------- -------------- ------- --------
For the year ended December 31, 1997
Life insurance in force......................... $245,487 $ 178,771 $ 33,156 $ 99,872 33.2%
Premiums and other considerations
Life insurance and annuities.................... $ 1,818 $ 340 $ 157 $ 1,635 9.6%
Accident and health insurance................... 346 346 2 2 100.0%
-------- -------------- ------- --------
Total premiums and other considerations........... $ 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%
Premiums and other considerations
Life insurance and annuities.................... $ 1,801 $ 298 $ 169 $ 1,672 10.1%
Accident and health insurance................... 337 325 21 33 63.6%
-------- -------------- ------- --------
Total premiums and other considerations........... $ 2,138 $ 623 $ 190 $ 1,705 11.1%
-------- -------------- ------- --------
-------- -------------- ------- --------
</TABLE>
<PAGE>

PART II
<PAGE>

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

Not applicable.

Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Under Section 33-772 of the Connecticut General Statutes, unless
limited by its certificate of incorporation, the Registrant must
indemnify a director who was wholly successful, on the merits or
otherwise, in the defense of any proceeding to which he was a party
because he is or was a director of the corporation against reasonable
expenses incurred by him in connection with the proceeding.

The Registrant may indemnify an individual made a party to a
proceeding because he is or was a director against liability
incurred in the proceeding if he acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Registrant, and with respect to any criminal
proceeding, had no reason to believe his conduct was unlawful.
Conn. Gen. Stat. Section 33-771(a). Additionally, pursuant to
Conn. Gen Stat. Section 33-776, the Registrant may indemnify
officers and employees or agents for liability incurred and for
any expenses to which they becomes subject by reason of being or
having been an employee or officer of the Registrant.
Connecticut law does not prescribe standards for the
indemnification of officers, employees and agents and expressly
states that their indemnification may be broader than the right
of indemnification granted to directors.

The foregoing statements are specifically made subject to the
detailed provisions of Section 33-770, et. seq.

Notwithstanding the fact that Connecticut law obligates the
Registrant to indemnify a director only that was successfully on
the merits in a suit, under Article VIII, Section 1 of the
Registrant's bylaws, the Registrant must indemnify both officers
and directors of the Registrant for (1) any claims and
liabilities to which they become subject by reason of being or
having been a director or officer of the Registrant and legal and
(2) other expenses incurred in defending against such claims, in
each case, to the extent such is consistent with statutory
provisions.

Additionally, the directors and officers the Registrant and Hartford
Securities Distribution Company, Inc. ("AHSD") are covered under a
directors and officer liability insurance policy issued to The
Hartford Financial Services Group, Inc. And its subsidiaries. Such
policy will reimburse the Registrant for any payments that it shall
make to directors and officers pursuant to law and will, subject to

<PAGE>

certain exclusions contained in the policy, further pay any other
costs, charges and expenses and settlements and judgements arising
from any proceeding involving any director or officer of the
Registrant in his part or present capacity as such, and for which he
may be liable, except as to any liabilities arising from acts that are
deemed to be uninsurable.

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

Item 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

Number Description Method of Filing
------ ----------- ----------------

1 Underwriting Agreement Incorporated by reference to the
Registration Statement File No.
33-17324, dated May 1, 1996.

4 Group Annuity Contract Incorporated by reference to the
Registration Statement File No.
33-17324, dated May 1, 1995.

5 Opinion re: Legality Filed herewith.

23(a) Legal Consent Filed herewith as Exhibit 5.

23(b) Consent of Arthur Anderson Filed herewith.
LLP, Independent Public
Accountants

24 Power of Attorney Filed herewith.

27 Financial Data Schedule Filed herewith.

<PAGE>

Item 17. UNDERTAKINGS.

(a) The undersigned registrant hereby undertakes:

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

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

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

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

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

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

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

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that is has reeasonable grounds to believe that it meets all the
requirements for filing this Post-Effective Amendment on Form S-2 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Hartford, State of
Connecticut on this 12th day of April, 1999.

HARTFORD LIFE INSURANCE COMPANY

*By: Thomas M. Marra *By: /s/Marianne O'Doherty
----------------------------------------- ----------------------------
Thomas M. Marra, Executive Vice President Marianne O'Doherty
Attorney-In-Fact

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on this
12th day of April, 1999.

Gregory A. Boyko, Senior Vice President,
Director*
Lynda Godkin, Senior Vice President,
General Counsel and Corporate
Secretary and Director*
Thomas M. Marra, Executive Vice *By: /s/ Marianne O'Doherty
President, Director* ----------------------------
Lowndes A. Smith, President, Marianne O'Doherty
Chief Executive Officer, Director* Attorney-In-Fact
David M. Znamierowski, Senior Vice President,
Director* April 12, 1999

<PAGE>

EXHIBIT INDEX

5 Opinion and Consent of Lynda Godkin, Senior Vice President, General
Counsel and Corporate Secretary regarding legality of securities to
be issued

23(a) Legal Consent filed as part of Exhibit 5

23(b) Consent of Arthur Andersen LLP, Independent Public Accountants

24 Copy of Power of Attorney

27 Financial Data Schedules

<PAGE>

[LOGO]
Hartford LIfe

April 12, 1999 Lynda Godkin
Senior Vice President
General Counsel & Secretary

Law Department
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089

RE: GENERAL ACCOUNT OPTION
HARTFORD LIFE INSURANCE COMPANY
FILE NO. 333-30013

Dear Sir/Madam:

This opinion is furnished in connection with the registration under the
Securities Act of 1933, as amended, of a certain group deferred annuity
contract (the "Contract") that will be offered and sold by Hartford Life
Insurance Company (the "Company") and certain units of interest to be issued in
connection with the Contract. I have examined such documents (including the
Form S-2 Registration Statement) and reviewed such questions of law as I
considered necessary and appropriate, and on the basis of such examination and
review, it is my opinion that:

1. The Separate Account is a separate account of the Company validly existing
pursuant to Connecticut law and the regulations issued thereunder.

2. The assets held in the Separate Account are not chargeable with liabilities
arising out of any other business the Company may conduct.

3. The Contract is legally issued and represents binding obligations of the
Company.

I hereby consent to the use of this opinion as an exhibit to the Form S-2
Registration Statement for the Contract and to the reference to my name under
the heading "Legal Opinions" in the prospectus included as a part of such Form
S-2 Registration Statement.

Sincerely,

/s/Lynda Godkin
- ---------------
Lynda Godkin

<PAGE>

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 333-30013 for Hartford Life Insurance Company
General Account Option on Form S-2.

/s/ Arthur Andersen LLP

Hartford, Connecticut
April 12, 1999

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

POWER OF ATTORNEY
-----------------

Gregory A. Boyko
David T. Foy
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
Raymond P. Welnicki
Lizabeth H. Zlatkus
David M. Znamierowski

do hereby jointly and severally authorize Lynda Godkin, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Brian Lord to sign as their agent,
any Registration Statement, pre-effective amendment, post-effective amendment
and any application for exemptive relief of the Hartford Life Insurance
Company under the Securities Act of 1933 and/or the Investment Company Act of
1940, and do hereby ratify any such signatures heretofore made by such
persons.

IN WITNESS WHEREOF, the undersigned have executed this Power of Attorney for
the purpose herein set forth.

/s/ Gregory A. Boyko Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko

/s/ David T. Foy Dated as of January 15, 1999
- ------------------------------
David T. Foy

/s/ Lynda Godkin Dated as of January 15, 1999
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki Dated as of January 15, 1999
- ------------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus Dated as of January 15, 1999
- ------------------------------
Lizabeth H. Zlatkus

/s/ David M. Znamierowski Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski

<PAGE>
<ARTICLE> 7
<MULTIPLIER> 1,000,000

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-END> DEC-31-1998
<DEBT-HELD-FOR-SALE> 14,818
<DEBT-CARRYING-VALUE> 0
<DEBT-MARKET-VALUE> 0
<EQUITIES> 31
<MORTGAGE> 206
<REAL-ESTATE> 0
<TOTAL-INVEST> 21,797
<CASH> 17
<RECOVER-REINSURE> 1,257
<DEFERRED-ACQUISITION> 3,754
<TOTAL-ASSETS> 118,263
<POLICY-LOSSES> 3,595
<UNEARNED-PREMIUMS> 2
<POLICY-OTHER> 19,615
<POLICY-HOLDER-FUNDS> 90,262
<NOTES-PAYABLE> 0
<COMMON> 6
0
0
<OTHER-SE> 2,691
<TOTAL-LIABILITY-AND-EQUITY> 118,263
2,218
<INVESTMENT-INCOME> 1,759
<INVESTMENT-GAINS> (2)
<OTHER-INCOME> 0
<BENEFITS> 1,911
<UNDERWRITING-AMORTIZATION> 431
<UNDERWRITING-OTHER> 1,061
<INCOME-PRETAX> 538
<INCOME-TAX> 188
<INCOME-CONTINUING> 350
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 350
<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>