HARTFORD LIFE INSURANCE CO, POS AM, 1999-04-01

HARTFORD LIFE INSURANCE CO
POS AM, 1999-04-01

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As filed with the Securities and Exchange Commission on April 1, 1999.

File No. 333-30013

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

POST-EFFECTIVE AMENDMENT NO. 2 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
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
that the Guaranteed Interest Rate.

The Morality, 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
Commissions' 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, P.O. Box 1583, Hartford,
Connecticut 06144-1583, telephone:
1-800-528-9009.

<PAGE>

TABLE OF CONTENTS

PAGE
SUMMARY.................................................................
GLOSSARY OF SPECIAL TERMS...............................................
INTRODUCTION............................................................
THE GENERAL ACCOUNT OPTION..............................................
A. The Accumulation Period...........................................
1. Contributions..................................................
2. Guaranteed Interest Rates and Declared Interest Rates..........
3. Participants' Individual Account Values........................
4. Transfers from the General Account Option......................
5. Transfers to the General Account Option........................
6. Surrenders.....................................................
(a) General.....................................................
(b) Payment of Full or Partial Surrenders.......................
(c) Contract Termination........................................
7. Experience Rating of the Contracts.............................
B. Annuity Period....................................................
INVESTMENTS BY HARTFORD.................................................
DISTRIBUTION OF THE CONTRACTS...........................................
FEDERAL TAX CONSIDERATIONS..............................................
A. Taxation of Hartford..............................................
B. Information Regarding Deferred Compensation Plans
for State and Local Governments..................................
HARTFORD LIFE INSURANCE COMPANY
A. Business of Hartford..............................................
B. Selected Financial Data...........................................
C. Management's Discussion and Analysis of Financial
Condition and Results of Operation...............................
1. Consolidated Results...........................................
2. Business Segment Information...................................
D. Reinsurance.......................................................
E. Reserves..........................................................
F. Investments.......................................................
G. Competition.......................................................
H. Employees.........................................................
I. Properties........................................................
J. Regulation........................................................
LEGAL OPINIONS..........................................................
EXPERTS.................................................................
APPENDIX A - MARKET VALUE LUMP SUM OPTION
FINANCIAL STATEMENTS....................................................

<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").

<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: 200 Hopmeadow Street, Attention: Asset Management Services.
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.

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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.

<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.

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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.

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>
CALENDAR YEAR GUARANTEED INTEREST RATE
(APPLICABLE TO 1999 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.

<PAGE>

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.

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

<PAGE>

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 Sub-Account are prohibited. Similarly,
transfers of assets presently held in the Hartford Money Market 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
(1/6th) 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.

<PAGE>

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. 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.

PARTICIPANT'S CONTRACT YEARS SALES CHARGE
<S> <C>
During the First through the Eighth Year 5%
During the Ninth through Fifteenth Year 3%
Sixteenth Year and thereafter 0%

PARTICIPANT'S CONTRACT YEARS SALES CHARGE

During the First through the Sixth Year 7%
During the Seventh through Twelfth Year 5%
Thirteenth Year and thereafter 0%

PARTICIPANT'S CONTRACT YEARS SALES CHARGE

During the First through the Sixth 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%

PARTICIPANT'S CONTRACT YEARS SALES CHARGE

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.

<PAGE>

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:

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.

(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 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.

<PAGE>

(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.

<PAGE>

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 accompanying this
Prospectus more fully describes the Annuity Period and the Annuity Payment
Options under the Contracts.

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 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 Guarantee Rates and Current 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 "Establishment of Guarantee
Rates and Current Rate"). 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.

<PAGE>

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. The Hartford Financial Services Group, Inc ultimately control 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.

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 effect the amounts paid by the policyholders or contract
owners to purchase, hold or surrender variable insurance products.

<PAGE>

FEDERAL TAX CONSIDERATIONS

A. TAXATION OF HARTFORD

We are taxed as a 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 in 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 is a subsidiary of Hartford
Fire Insurance Company, one of the largest multiple line insurance carriers
in the United States. Hartford is ultimately owned by The Hartford
Financial Services Group, Inc., a Delaware corporation.

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+ 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.

Hartford provides for the insurance and retirement needs of millions of
individuals and has been among the fastest growing major life insurance
companies in the United States for the past several years, as measured by
assets. At December 31, 1998, Hartford's total assets of $_____ billion
included _______% of fixed maturities and ________% of separate accounts
with the remainder representing equity securities, cash, policy loans,
reinsurance recoverable, deferred policy acquisition costs and other
assets.

<PAGE>

The reportable segments of the Company and its subsidiaries are:

Annuity
Individual Life Insurance
Employee Benefits
Guaranteed Investment Contracts
Corporate operations

Revenue, income before income tax expense and assets by reportable segment are
set forth in Note 7 in Notes to Consolidated Financial Statements.

BRIEF DESCRIPTION OF REPORTABLE SEGMENTS

The Company operates in three principal business segments: Annuity, Individual
Life Insurance and Employee Benefits. The Company also maintains a Guaranteed
Investment Contracts segment, which is primarily comprised of guaranteed rate
contract business written prior to 1995 ("Closed Book GRC") and a Corporate
Operation through which it reports net investment income on assets representing
surplus not assigned to any of its business segments and certain other revenues
and expenses not specifically allocable to any of its business segments. The
following is a description of each segment, including a discussion of principal
products, methods of distribution, and competitive environments.

Annuity

The Annuity segment focuses on the savings and retirement needs of the growing
number of individuals who are preparing for retirement or have already retired.
The Annuity segment offers fixed market value adjusted ("MVA") and variable
annuities, deferred compensation plan services for municipal governments and
corporations, structured settlement contracts and other special purpose annuity
contracts, mutual funds, investment management contracts and certain other
financial products. The Annuity segment accounted for $_______ million of the
total segment earnings of the Company for the year ended December 31, 1998.
Growth in the Company's assets has been driven by its sale of variable
annuities. For the year ended December 31, 1998, the Company was the largest
writer of both individual annuities and individual variable annuities. New sales
of individual annuities were approximately $_______ billion in 1998, bringing
total individual annuity account value to $________ billion as of December 31,
1998. Of the total individual annuity account value, $________billion relates to
individual variable annuities and $________ billion relates to fixed MVA
annuities held in guaranteed separate accounts. Of the Company's
$_________billion in individual variable annuities in force, $________ billion,
or 92%, are held in non-guaranteed separate accounts, as of December 31, 1998.
In contrast, the next nine largest writers in the United States of variable
annuities held an average of ________% of their variable annuities in force in
non-guaranteed separate accounts, as of December 31, 1998, based on the
Company's analysis of information compiled by Variable Annuity and Research Data
Service ("VARDS").

<PAGE>

The Company has distribution arrangements to sell its individual annuity
products with approximately 1,350 national and regional broker-dealers and 450
banks. Management believes that it has established a strong distribution
franchise through its long-standing relationships with the members of its bank
and broker-dealer network and is committed both to expanding sales through these
established channels of distribution and promoting new distributors for all its
products and services.

Individual Life Insurance

The Individual Life Insurance segment focuses on individuals' needs regarding
the transfer of wealth between generations, as well as the protection of
individuals and their families against lost earnings resulting from death. The
chief products sold in this market include both variable and fixed universal
life-type contracts (including interest-sensitive whole life), as well as single
premium variable life and term life products. Individual life insurance in force
has increased from $45.2 billion in 1994 to $_______ billion in 1998, of which
$_______ billion was derived from acquisitions. The Company's growth in
insurance in force, together with favorable mortality results and a declining
expense ratio, has resulted in increased segment earnings from $25 million in
1994 to $_______ million in 1998.

The primary Individual Life distribution system is focused on products designed
for high-end estate and business planning. The high-end estate and business
planning organization is managed through a sales office system of qualified
insurance professionals with specialized training in sophisticated life
insurance sales. These employees have access to an extensive network of licensed
life insurance agents. High-end sales also occur, in certain regions, through a
group of independent life insurance marketing organizations, each of which
maintains a separate marketing agreement with the Company. In addition, other
distribution relationships exist to provide incremental sales of life insurance
products for both estate planning and basic protection against lost income from
death. Furthermore, sales of single premium variable life are generated through
the individual annuity distribution system. Along with HLA, ________% of total
sales were produced by the sales office system, _________% resulted from the
individual annuity distribution system with the remaining _______% of sales
generated by other life insurance distribution relationships during 1998.

Employee Benefits

The Employee Benefits segment focuses on the needs of employers and associations
to purchase group insurance products. The group life, long-term and short-term
disability, stop-loss and supplementary medical coverages sold in this segment
are reinsured to HLA. This segment also contains specialty businesses such as
corporate owned life insurance ("COLI") and life/health reinsurance. Together
with HLA, the Company is the

<PAGE>

largest writer of group short-term disability benefit plans and the second
largest writer of group long-term disability insurance, as well as the fourth
largest writer of group life insurance based on full-year 1997 new premium and
premium equivalents, according to information compiled by the Employee Benefits
Plan Review ("EBPR"). Management believes that, as a result of The Hartford's
name recognition, the value-added nature of the Company's managed disability
products and its effective claims administration, it is one of the leading
sellers in the "large case" group market (companies with over 1,000 employees)
and that further growth opportunities exist in the "small case" and "medium
case" group markets. Sales of COLI have resulted in an increase in segment
earnings from $18 million in 1994 to $________million in 1999.

The Employee Benefits segment uses an experienced group of Company employees to
distribute its products through a variety of distribution outlets, including
insurance agents, brokers, associations and third-party administrators.

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 beginning on
page .

Statement of Income

1998 1997 1996 1995 1994 1993 1992
---- ---- ---- ---- ---- ---- ----
FOR THE YEAR ENDED DECEMBER 31,
-------------------------------
REVENUES
<S> <C> <C> <C> <C> <C> <C> <C>
Premiums and other considerations.................................. $1,637 $1,705 $1,487 $1,100 $747 $259
Net investment income.............................................. 1.368 1,397 1,328 1,292 1,051 907
Net realized (losses) gains........................................ 4 (213) (11) 7 16 5

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

BENEFITS, CLAIMS AND EXPENSES
Benefits, claims and claim adjustment expenses..................... 1,379 1,535 1,422 1,405 1,046 797
Amortization of deferred policy acquisition costs.................. 335 234 199 145 113 55
Dividends to policyholders......................................... 240 635 675 419 227 47
Other insurance expenses........................................... 586 427 317 227 210 138

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

Income before income tax expense................................... 469 58 191 203 218 134
Income tax expense................................................. 167 20 62 65 75 45
Income before cumulative effect of changes in 302 38 129 138 143 89
accounting principles...............................................
Cumulative effect of changes in accounting principles net of tax _ _ _ _ _ (13)
benefits of $7

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

<PAGE>

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 prospectus and elsewhere in the registration statement have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports 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.

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 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.

<PAGE>

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

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

<PAGE>

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 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.

<PAGE>

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 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

<PAGE>

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

<PAGE>

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%,
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

<PAGE>

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.

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

<PAGE>

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.

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.

<PAGE>

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.

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.)

<PAGE>

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.

<PAGE>

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

<PAGE>

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-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

<PAGE>

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

<PAGE>

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.

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.

<PAGE>

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)
- -------------------------------------------------------------------------------------------------------------------------------
1998 1997
DESCRIPTION (1) 1999 2000 2001 2002 2003 Thereafter TOTAL Total
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Fixed rate asset accumulation vehicles $ 2.1 $ 1.8 $ 1.3 $ 0.7 $ 1.4 $ 3.5 $ 10.8 $ 12.7
Weighted average credited rate 6.6% 7.0% 6.8% 6.4% 5.4% 7.0% 6.6% 6.8%
Indexed asset accumulation vehicles $ 0.2 $ 0.1 $ - $ - $ - $ - $ 0.3 $ 0.2
Weighted average credited rate 5.2% 5.1% - - - - 5.1% 5.9%
Interest credited asset accumulation $ 4.8 $ 0.7 $ 0.9 $ 0.6 $ 0.5 $ 5.4 $ 12.9 $ 10.8
vehicles
Weighted average credited rate 6.0% 5.7% 5.7% 5.9% 5.9% 5.9% 5.9% 5.8%
Long-term pay out liabilities $ 0.1 $ 0.1 $ - $ - $ - $ 0.5 $ 0.7 $ 0.6
Short-term pay out liabilities $ 0.2 $ - $ - $ - $ - $ - $ 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.

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:

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

<PAGE>

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

<PAGE>

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. 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

<PAGE>

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.

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

<PAGE>

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

<PAGE>

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 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,

<PAGE>

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.

<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:

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.

BOOK VALUE SPREAD OPTION

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

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

INTEREST RATE CREDITED TO ACTIVE LIFE FUND ATTRIBUTABLE TO
CONTRIBUTIONS DEPOSITED IN THE GIVEN CONTRIBUTIONS DEPOSITED IN THE GIVEN
CALENDAR YEAR 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:

<PAGE>

300,000 X .06 + 600,000 X .065 + 700,000 X .07
- ----------------------------------------------
300,000 + 600,000 + 700,000 = .0663 = 6.63%

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

EXAMPLE 1

B = .09

If the Book Value Spread Option is selected, 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.

EXAMPLE 2

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.

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

AUDITED FINANCIAL STATEMENTS

FOR FISCAL YEAR ENDED 12/31/98

TO BE FILED BY AMENDMENT

<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 become 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 certain exclusions contained in the
policy, further pay any other costs, charges

<PAGE>

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 To be Filed by Amendment.

23(a) Legal Consent To be Filed by Amendment.

23(b) Consent of Arthur Anderson To be Filed by Amendment.
LLP, Independent Public
Accountants

24 Power of Attorney Filed herewith.

27 Financial Data Schedule To be Filed by Amendment .

<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 1st 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
7th 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 1, 1999

<PAGE>

EXHIBIT INDEX

24 Copy of Power of Attorney

<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 and 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