HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II, POS AMI, 1995-05-01

HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II
POS AMI, 1995-05-01

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<PAGE>
FILE NO. 33-19947
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- - --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
------------------------
FORM N-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------

PRE-EFFECTIVE AMENDMENT NO. / /
------------------------

POST-EFFECTIVE AMENDMENT NO. 9 /X/

AND/OR
REGISTRATION STATEMENT
UNDER THE
INVESTMENT COMPANY ACT OF 1940

AMENDMENT NO. 10

(check appropriate box or boxes)

HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO (DC VARIABLE ACCOUNT-II)
(Exact Name of Registrant)

HARTFORD LIFE INSURANCE COMPANY
(Name of Depositor)
P.O. Box 2999
Hartford, CT 06104-2999
(Address of Depositor's Principal Offices)
Depositor's Telephone Number: (203) 843-8847

RODNEY J. VESSELS, ESQUIRE
P.O. Box 2999
Hartford, CT 06104-2999
(Name and Address of Agent for Service)
------------------------

APPROXIMATE DATE OF PROPOSED PUBLIC OFFERING:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
------------------------

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) of Rule 485
- - ----
X on May 1, 1995 pursuant to paragraph (b) of Rule 485
- - ----
60 days after filing pursuant to paragraph (a) of Rule 485
- - ----
X on May 1, 1995 pursuant to paragraph (a) of Rule 485
- - ----

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

CALCULATION OF REGISTRATION FEE UNDER SECURITIES ACT OF 1933

<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES BEING OFFERING AGGREGATE REGISTRATION
BEING REQUESTED REGISTERED PRICE PER UNIT OFFERING PRICE FEE
<S> <C> <C> <C> <C>
Hartford Life Insurance Pursuant to Regulation 270.24f-2 Paid
Company Separate Account Two under the Investment Company
(DC Variable Account-II) Act of 1940, Registrant
Units of Interest previously has elected to
register an indefinite number
of units of interest in this
Separate Account
</TABLE>

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

THE RULE 24F-2 NOTICE FOR THE REGISTRANT'S MOST RECENT FISCAL YEAR WAS FILED
ON OR ABOUT FEBRUARY 28, 1995.

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<PAGE>

Calculation of Registration Fee Under Securities Act of 1933
- - --------------------------------------------------------------------------------
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities Being Offering Aggregate Registration
Being Requested Registered Price Per Unit Offering Price Fee
- - --------------------------------------------------------------------------------
Hartford Life Insurance Pursuant to Regulation 270.24f-2 Paid
Company Separate Account Two under the Investment Company
(DC Variable Account-II) Act of 1940, Registrant
Units of Interest previously has elected to
register an indefinite number
of units of interest in this
Separate Account
- - --------------------------------------------------------------------------------
The Rule 24f-2 Notice for the Registrant's most recent fiscal year was filed
on or about February 28, 1995.

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(A)

N-4 Item No. Prospectus Heading
- - ----------------------- -------------------------------

1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Accumulation Unit Values

5. General Description of Registrant, The DC-I and DC-II Contracts
and Separate Account DC-I and
Separate Account Two (DC-II);
Hartford Life Insurance
Company and the Funds;
Miscellaneous

6. Deductions Charges Under the Contract

7. General Description of Variable Operation of the Contract;
Annuity Contracts Payment of Benefits; Separate
Accounts DC-I and DC-II Contract
and Separate Accounts
DC-I and DC-II

8. Annuity Period Payment of Benefits

9. Death Benefit Payment of Benefits;
Operation of the Contract

10. Purchases and Contract Value Operation of the Contract

11. Redemptions Payment of Benefits

12. Taxes Federal Tax Considerations

13. Legal Proceedings Miscellaneous--Are there any
material legal proceedings
affecting the Separate Account?
14. Table of Contents of the Statement
of Additional Information Table of Contents of the
Statement of Additional
Information

<PAGE>

-3-

GROUP VARIABLE ANNUITY CONTRACTS ISSUED BY
HARTFORD LIFE INSURANCE COMPANY WITH RESPECT TO DC-I AND DC-II

The variable annuity contracts (hereinafter the "contract" or "contracts")
described in this Prospectus are issued by Hartford Life Insurance Company
("HL"). The contracts provide for both an Accumulation Period and an Annuity
Period.

On contracts issued in conjunction with a Deferred Compensation Plan of an
Employer, variable account Contributions are held in Hartford Life Insurance
Company DC Variable Account-I ("DC-I") during the Accumulation Period and in a
series of Hartford Life Insurance Company Separate Account Two ("DC-II") during
the Annuity Period.

On contracts issued in conjunction with a Qualified Plan of an employer, all
variable account Contributions during both the Accumulation Period and Annuity
Period are held in DC-II.

The contracts to which contributions may be made may contain a General Account
option or a separate General Account contract may be issued in conjunction with
the contracts described herein. The General Account option or contract may
contain restrictions on a Contract Owner's ability to transfer Participant
Account Values to or from such contract or option. The General Account option
or contract and these restrictions, if any, are not described in this
Prospectus.

The contracts are used in conjunction with Deferred Compensation Plans of
tax-exempt and governmental employers as well as with Qualified Plans
established by Employers generally (tax-exempt and non-tax-exempt).

The following Sub-Accounts are available under the contracts. Opposite each
Sub-Account is the name of the underlying investment for that Account.

Advisers Fund Sub-Account - shares of Hartford Advisers Fund, Inc.
("Advisers Fund")

Capital Appreciation Fund - shares of Hartford Capital Appreciation
Sub-Account Fund, Inc. ("Capital Appreciation")
(formerly Hartford Aggressive Growth
Fund, Inc.)

Bond Fund Sub-Account - shares of Hartford Bond Fund, Inc.
("Bond Fund")

Dividend and Growth Fund - shares of Harford Dividend and Growth
Sub-Account Fund, Inc. ("Dividend and Growth Fund")

Index Fund Sub-Account - shares of Hartford Index Fund, Inc.
("Index Fund")

International Opportunities - shares of Hartford International
Fund Sub-Account Opportunities Fund, Inc. ("International
Opportunities Fund")

Money Market Fund - shares of HVA Money Market Fund, Inc.
Sub-Account ("Money Market Fund")

Mortgage Securities - shares of Hartford Mortgage Securities
Fund Sub-Account Fund, Inc. ("Mortgage Securities Fund")

<PAGE>

-4-

Socially Responsive Fund - shares of the Hartford Socially Responsive
Sub-Account Fund, which is the Calvert Socially
Responsible Series of Acacia Capital
Corporation ("Socially Responsive Fund")

Stock Fund Sub-Account - shares of Hartford Stock Fund, Inc.
("Stock Fund")

U.S. Government Money Market - shares of Hartford U.S. Government Money
Fund Sub-Account Market Fund, Inc. ("U.S. Government Money
Market Fund")

This Prospectus sets forth the information concerning the Separate Account that
investors ought to know before investing. This Prospectus should be kept for
future reference. Additional information about the Separate Account has been
filed with the Securities and Exchange Commission and is available without
charge upon request. To obtain the Statement of Additional Information send a
written request to Hartford Life Insurance Company, Attn: RPVA Administration,
P.O. Box 2999, Hartford, CT 06104-2999. The Table of Contents for the
Statement of Additional Information may be found on page ____ of this
Prospectus. The Statement of Additional Information is incorporated by
reference to this Prospectus.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- - --------------------------------------------------------------------------------
THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS OF THE
APPLICABLE ELIGIBLE FUNDS LISTED ABOVE WHICH CONTAINS A FULL DESCRIPTION OF
THOSE FUNDS. INVESTORS ARE ADVISED TO RETAIN THESE PROSPECTUSES FOR FUTURE
REFERENCE.
- - --------------------------------------------------------------------------------

Prospectus Dated: May 1, 1995
Statement of Additional Information Dated: May 1, 1995

<PAGE>

-5-

TABLE OF CONTENTS

SECTION PAGE
- - ------- ----

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

SUMMARY (INCLUDING EXPENSE TABLE). . . . . . . . . . . . . . . . . . .

ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . . . . . . . . . .

PERFORMANCE RELATED INFORMATION. . . . . . . . . . . . . . . . . . . .

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE DC-I AND DC-II CONTRACT AND
SEPARATE ACCOUNTS DC-I AND SEPARATE ACCOUNT TWO (DC-II). . . . . . . .

What is the DC-I and DC-II Contracts? . . . . . . . . . . . . . .

Who can buy these contracts?. . . . . . . . . . . . . . . . . . .

What are the Separate Accounts and how do they operate?. . . . .

OPERATION OF THE CONTRACT. . . . . . . . . . . . . . . . . . . . . . .

How are Contributions credited?. . . . . . . . . . . . . . . . .

May I make changes in the amounts of my Contributions?. . . . . .

May I transfer assets between Sub-Accounts? . . . . . . . . . . .

What happens if the Contract Owner fails to make
Contributions?. . . . . . . . . . . . . . . . . . . . . . . . . .

May I assign or transfer the contract?. . . . . . . . . . . . . .

How do I know what my account is worth? . . . . . . . . . . . . .

How is the Accumulation Unit value determined?. . . . . . . . . .

How are the underlying Fund shares valued?. . . . . . . . . . . .

PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . .

What would my Beneficiary receive as death proceeds?. . . . . . .

How can a contract be redeemed or surrendered?. . . . . . . . . .

Can payment of the redemption or surrender value ever be
postponed beyond the seven day period? . . . . . . . . . . . . .

May I surrender once Annuity payments have started? . . . . . . .

Are there differences in the contract related to the
type of plan in which the Participant is enrolled?. . . . . . . .

<PAGE>

-6-

Can a contract be suspended by a Contract Owner?. . . . . . . . .

How do I elect an Annuity Commencement Date and Form
of Annuity? . . . . . . . . . . . . . . . . . . . . . . . . . . .

What is the minimum amount that I may select for an
Annuity payment?. . . . . . . . . . . . . . . . . . . . . . . . .

How are Contributions made to establish my Annuity
account?. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

What are the available Annuity options under the
contracts?. . . . . . . . . . . . . . . . . . . . . . . . . . . .

How are Variable Annuity payments determined? . . . . . . . . . .

Can a contract be modified? . . . . . . . . . . . . . . . . . . .

CHARGES UNDER THE CONTRACT . . . . . . . . . . . . . . . . . . . . . .

How are the charges under these contracts made? . . . . . . . . .

Is there ever a time when the sales charges do not
apply?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

What do the sales charges cover?. . . . . . . . . . . . . . . . .

What is the mortality, expense risk and administrative
charge? . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Are there any other administrative charges? . . . . . . . . . . .

How much are the deductions for Premium Taxes on these
contracts?. . . . . . . . . . . . . . . . . . . . . . . . . . . .

Are there any other deductions? . . . . . . . . . . . . . . . . .

HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS. . . . . . . . . . . . .

What is HL? . . . . . . . . . . . . . . . . . . . . . . . . . . .

What are the Funds? . . . . . . . . . . . . . . . . . . . . . . .

Does HL have any interest in the Funds? . . . . . . . . . . . . .

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . .

What are some of the Federal tax consequences which
affect these contracts? . . . . . . . . . . . . . . . . . . . . .

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

What are my voting rights?. . . . . . . . . . . . . . . . . . . .

Will other contracts be participating in the Separate
Accounts? . . . . . . . . . . . . . . . . . . . . . . . . . . . .

How are the contracts sold? . . . . . . . . . . . . . . . . . . .

Who is the custodian of the Separate Accounts' assets? . . . . .

<PAGE>

-7-

Are there any material legal proceedings affecting the
Separate Accounts?. . . . . . . . . . . . . . . . . . . . . . . .

Are you relying on any experts as to any portion of
this Prospectus?. . . . . . . . . . . . . . . . . . . . . . . . .

How may I get additional information? . . . . . . . . . . . . . .

APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION. . . . . . .

<PAGE>

-8-

GLOSSARY OF SPECIAL TERMS

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

ACCUMULATION UNIT: An accounting unit of measure used to calculate values
before Annuity payments begin.

ACTIVE LIFE FUND: A term used to describe the sum of all Participants'
Individual Account value(s) in the Separate Account under a contract during the
Accumulation Period.

ANNUAL CONTRACT FEE: A fee charged for establishing and maintaining a
Participant's Individual Account under a contract.

ANNUITANT: A Participant on whose behalf Annuity payments are to be made under
a contract.

ANNUITANT'S ACCOUNT: An account established at the commencement of the Annuity
Period under which Annuity payments are made under the contracts.

ANNUITY: A series of payments for life, or for life with a minimum number of
payments or a determinable sum guaranteed, or for a joint lifetime and
thereafter during the lifetime of the survivor, or for payments for a designated
period.

ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to commence.

ANNUITY PERIOD: The period following the commencement of Annuity payments.

ANNUITY RIGHTS: The Contract Owner's right in situations where the contract is
issued in conjunction with a Deferred Compensation Plan to apply up to five
times the gross contributions made to the contract during the Accumulation
Period (in DC-I only) at the Annuity rates set forth in the contract at the time
of issue at the commencement of the Annuity Period to effect Annuity payments.

ANNUITY UNIT: An accounting unit of measure in the Separate Account used to
calculate the amount of Variable Annuity payments.

BENEFICIARY: The person(s) designated to receive contract values in the event
of the Participant's or Annuitant's death.

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 commencing with the effective date of the
contract or with any anniversary thereof.

CONTRIBUTION(S): The amount(s) paid or transferred to HL on behalf of
Participants pursuant to the terms of the contracts.

DATE OF COVERAGE: The date on which the application made on behalf of a
Participant is received by HL.

<PAGE>

-9-

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

DC VARIABLE ACCOUNT II: A series of Hartford Life Insurance Company Separate
Account Two.

EMPLOYER: A governmental or tax-exempt Employer maintaining a Deferred
Compensation Plan for its Employees or an Employer establishing a Qualified Plan
for its Employees.

FIXED ANNUITY: An Annuity providing for guaranteed payments which remain fixed
in amount throughout the payment period and which do not vary with the
investment experience of a separate account.

FUNDS: Currently, the Funds described commencing on page ___ of this
Prospectus.

GENERAL ACCOUNT: The General Account of HL in which reserves are maintained for
Fixed Annuities during the Annuity Period.

HL: Hartford Life Insurance Company.

MINIMUM DEATH BENEFIT: The minimum amount payable upon the death of Participant
prior to age 65 and before Annuity payments have commenced.

PARTICIPANT: A term used to describe, for recordkeeping purposes only, any
Employee electing to participate in the Deferred Compensation or Qualified Plan
of the Employer/Contract Owner.

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

PARTICIPANT'S INDIVIDUAL ACCOUNT: An account to which the Separate Account
Accumulation Units held by the Contract Owner on behalf of Participant under the
contract are allocated.

PLAN: The unfunded Deferred Compensation Plan or Qualified Plan of an Employer.

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

QUALIFIED PLAN: A voluntary plan of an Employer which qualifies for special tax
treatment under a particular section of the Internal Revenue Code.

SEPARATE ACCOUNT: The Account entitled Hartford Life Insurance Company DC
Variable Account-I ("DC-I") and a series of Hartford Life Insurance Company
Separate Account Two ("DC-II").

SUB-ACCOUNT: Accounts established within the Separate Account with respect to a
Fund.

VALUATION DAY: Every day the New York Stock Exchange is open for business
exclusive of the following national and local business holidays: Martin Luther
King Day, Lincoln's Birthday, Columbus Day, Veteran's Day, the day before
Independence Day and the day after Thanksgiving. The value of the Separate
Account is determined at the close of the New York Stock Exchange (currently
4:00 p.m. Eastern Time) on such days.

VALUATION PERIOD: The period between successive Valuation Days.

VARIABLE ANNUITY: An Annuity providing for payments varying in amount in
accordance with the investment experience of the assets held in the underlying
securities of the Separate Account.

<PAGE>

SUMMARY
Contract Owner Transaction Expense
(All Sub Accounts)

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium
payments)........................................................... None
Transfer Fee.......................................................... $ 5
Contingent Deferred Sales Charge (as a percentage of amounts
withdrawn)..........................................................
First through Eighth Year ........................................ 5%
Ninth through Fifteenth Year...................................... 3%
Sixteenth Year.................................................... 0%
Annual Contract Fee................................................... $ 25(1)
Annual Expenses--Separate Account
(as a percentage of average account value)
Mortality and Expense Risk (DC I) 1.100%
Mortality and Expense Risk (DC II) 1.250%
</TABLE>

The Transfer Fee, Contingent Deferred Sales Charge, Annual Contract Fee and
Mortality and Expense Risk charge may be reduced or eliminated. See "Experience
of Contracts" on page ___ .

Annual Fund Operating Expense
(as a percentage of net assets)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES
--------------- ------------ ------------
<S> <C> <C> <C>
Hartford Bond Fund.............................................................. 0.500% 0.047% 0.547%
Hartford Stock Fund............................................................. 0.462% 0.039% 0.501%
HVA Money Market Fund........................................................... 0.425% 0.049% 0.474%
Hartford Advisers Fund.......................................................... 0.615% 0.080% 0.655%
Hartford U.S. Government Money Market Fund...................................... 0.425% 0.157% 0.582%
Hartford Aggressive Growth Fund................................................. 0.675% 0.045% 0.720%
Hartford Mortgage Securities Fund............................................... 0.425% 0.052% 0.477%
Hartford Index Fund............................................................. 0.375% 0.079% 0.454%
Hartford International Opportunities Fund....................................... 0.725% 0.126% 0.851%
Calvert Socially Responsible Series............................................. 0.700% 0.100% 0.800%
Dividend & Growth Fund.......................................................... 0.668% 0.166% 0.834%
</TABLE>

(1) The annual contract fee is a single $25 charge on a Contract. It is deducted
proportionally from the investment options in use at the time of the charge.
In the Example, the annual contract fee is approximated as a 0.10% annual
asset charge based on the experience of the Contracts.

<PAGE>

EXAMPLE - DCII

<TABLE>
<CAPTION>
If you surrender your contract at If you annuitize at the end of the If you do not surrender your
the end of the applicable time applicable time period: You would contract: You would pay the
period: You would pay the pay the following expenses on a following expenses on a $1,000
following expenses on a $1,000 $1,000 investment, assuming a 5% investment, assuming a 5% annual
investment, assuming a 5% annual annual return on assets: return on assets:
return on assets:

------ ------- ------- -------- ------ ------- ------- -------- ------ ------- ------- --------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
------ ------- ------- -------- ------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund............. $ 71 $ 115 $ 161 $ 264 $ 18 $ 59 $ 102 $ 222 $ 19 $ 60 $ 103 $ 223
Stock Fund............ 70 113 159 258 18 57 99 216 19 68 100 217
Money Market Fund..... 70 113 158 256 18 57 98 214 19 68 100 216
Advisers Fund......... 72 117 164 270 18 61 105 228 20 52 106 230
U.S. Government Money
Market Fund......... 71 118 163 268 19 60 104 226 20 61 105 227
Aggressive Growth
Fund................ 72 119 168 278 20 63 109 238 21 64 110 238
Mortgage Securities
Fund................ 70 113 158 257 18 57 99 215 19 58 100 216
Index Fund............ 86 99 134 205 12 42 73 152 14 43 74 163
International
Opportunities
Fund................ 74 124 176 295 22 68 118 254 23 70 119 258
Calvert Socially
Responsible
Series.............. 73 122 174 290 21 67 115 249 22 68 117 250
</TABLE>

The purpose of this table is to assist the contract owner in understanding
various costs and expenses that a contract owner will bear directly or
indirectly. The table reflects expenses of the Separate Account and underlying
Funds. Premium taxes may also be applicable.

This EXAMPLE should not be considered a representation of passed or
future expenses and actual expenses may be greater or less than those shown.

<PAGE>

-10-

SUMMARY

A. CONTRACTS OFFERED

Group contracts issued in conjunction with a Deferred Compensation Plan or
a Qualified Plan of an employer are offered.

The Qualified Plan contracts available with respect to DC-II are limited to
plans established and sponsored by Employers for their Employees.
Qualified Plans provide a way for an Employer to establish a funded
retirement plan for its Employees. The contract is normally issued to the
Employer or to the trustee or custodian of the Employer's Plan.

Contract Owners who have purchased a prior series of contracts may continue
to make Contributions to such contracts subject to the terms and provisions
of their contracts. New Participants may be added to existing contracts of
the prior series but no new contracts of that series will be issued. Prior
Contract Owners are referred to the Appendix (commencing on page ____) for
a description of the sales charges and other expenses applicable to earlier
series of contracts.

B. ACCUMULATION PERIOD UNDER THE CONTRACTS

During the Accumulation Period under the contracts, Contributions made by
the Employer to the contracts are used to purchase variable account
interests. Contributions allocated to purchase variable interests may,
after the deductions described hereafter, be invested in selected
Sub-Accounts of DC-I or DC-II, as appropriate.

C. CONTINGENT DEFERRED SALES CHARGES

No deduction for sales expense is made at the time of allocation of
Contributions to the contracts. A deduction for contingent deferred sales
charges is made if there is any surrender of contract values during the
first 15 Participant Contract Years. During the first 8 years thereof, a
deduction of 5% will be made against the full amount of any such surrender.
During the next 7 years thereof, a deduction of 3% will be made against the
full amount of any such surrender. Such charges will in no event exceed
8.50% where applied as a percentage against the sum of all Contributions to
a Participant's Individual Account. The amount or term of the contingent
deferred sales charge may be reduced (see "Experience Rating of Contracts",
page ____).

No deduction for contingent deferred sales charges will be made in certain
cases. (See "Is there ever a time when the sales charges do not apply?"
commencing on page ____.)

HL reserves the right to limit any increase in the Contributions made to a
Participant's Individual Account under any contract to no more than three
times the total Contributions made on behalf of such Participant during the
initial 12 consecutive months following the Date of Coverage. Increases in
excess of those described will be accepted only with the consent of HL and
subject to the then current deductions being made under the contracts.

D. TRANSFER BETWEEN ACCOUNTS

During the Accumulation Period a Contract Owner may allocate monies held in
the Separate Account among the available Sub-Accounts of the Separate
Account. Each transfer under the contract will be subject to a $5.00
Transfer Fee (see "Experience Rating of Contracts", page ____). However,
there may be additional restrictions under certain circumstances, (see "May
I transfer assets between Sub-Accounts?" commencing on page ___).

<PAGE>

-11-

E. ANNUITY PERIOD UNDER THE CONTRACTS

Contract values held with respect to Participants' Individual Accounts with
respect to DC-I or DC-II, as appropriate, at the end of the Accumulation
Period (and any additional Contributions that a Deferred Compensation Plan
Contract Owner (DC-I, only) elects to make at the commencement of the
Annuity Period) will, at the direction of the Contract Owner, be allocated
to establish Annuitants' Accounts to provide Fixed and/or Variable
Annuities under the contracts.

Additional Contributions made under the contracts (on Deferred Compensation
Plans written with respect to DC-I only) at the beginning of the Annuity
Period, to effect increased Fixed and/or Variable Annuity payments, will be
subject to a sales charge deduction in the maximum amount of 3.50% of such
Contribution. (See "How are contributions made to establish my Annuity
account?" commencing on page __.)

F. MINIMUM DEATH BENEFITS

A Minimum Death Benefit is provided in the event of death of the
Participant under a Participant's Individual Account prior to the earlier
of the Participant's 65th birthday or the Annuity Commencement Date (see
"What would my Beneficiary receive as death proceeds?" commencing on
page ____).

G. ANNUITY OPTIONS

The Annuity Commencement Date will not be deferred beyond the Participant's
75th birthday or such earlier date as may be required by applicable law
and/or regulation. If a Contract Owner does not elect otherwise, HL
reserves the right to begin Annuity payments automatically at age 65 under
an option providing for a life Annuity with 120 monthly payments certain.
(see "What are the available Annuity options under the contracts?"
commencing on page ____.) However, HL will not assume responsibility in
determining or monitoring minimum distributions beginning at age 70 1/2.

H. DEDUCTIONS FOR PREMIUM TAXES

Deductions will be made during the Accumulation Period and Annuity Period,
as appropriate, for the payment of any Premium Taxes that may be levied
against the contract. The range is generally between 0% and 4.00% (see
"Charges Under The Contract" on page ____.)

I. ASSET CHARGE IN THE SEPARATE ACCOUNT

During both the Accumulation Period and the Annuity Period a charge is made
by HL for providing the expense, mortality and administrative undertakings
under the contracts. With respect to Contract Values held in DC-1, such
charge is an annual rate of 1.10% (.70% for mortality, .15% for expense and
.25% for administrative undertakings) of the average daily net assets of
DC-I. With respect to Contract Values held in DC-II, such charge is an
annual rate of 1.25% (.85% for mortality, .15% for expense and .25% for
administrative undertakings) of the average daily net assets of DC-II. The
rate charged for the expense, mortality and administrative undertakings
under the contracts maybe reduced (see "Experience Rating of Contracts",
page ___). The rate charged for the expense, mortality and administrative
undertakings may be periodically increased by HL subject to a maximum
annual rate of 2.00%, provided, however, that no such increase will occur
unless the Commission shall have first approved any such increase. (See
"Charges Under The Contract", page ____.)

<PAGE>

-12-

J. ANNUAL CONTRACT FEE

An Annual Contract Fee may be charged against the value of each
Participant's Individual Account under a contract at the end of a
Participant's Contract Year. The maximum Annual Contract Fee is
$25.00 per year on all contracts (see "Charges Under The
Contract", page ____). The Annual Contract Fee may be reduced or waived
(see "Experience Rating of Contracts", page ___).

K. MINIMUM PAYMENT

The minimum Contribution that may be made each month on behalf of a
Participant's Individual Account under a contract is $30.00 unless the
Employer's Plan provides otherwise.

L. PAYMENT ALLOCATION TO DC-I AND DC-II

The contracts permit the allocation of Contributions, in multiples of ten
percent of each Contribution among the several Sub-Accounts of DC-I and
DC-II. The minimum amount that may be allocated to or invested in
Accumulation Units of any Sub-Account in a Separate Account shall not be
less than $10.00.

M. VOTING RIGHTS OF CONTRACT OWNERS

Contract Owners and/or vested Participants will have the right to vote on
matters affecting the underlying Fund to the extent that proxies are
solicited by such Fund. If a Contract Owner does not vote, HL shall vote
such interest in the same proportion as shares of the Fund for which
instructions have been received by HL. (see "What are my voting rights?"
commencing on page ____.)

<PAGE>

ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information has been examined by Arthur Andersen & Co.,
independent public accountants, whose report thereon is included in the
Statement of Additional Information, which is incorporated by reference to this
Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
DC-I (1.25%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $3.689 $3.388 $3.251 $ 2.827 $ 2.640 $ 2.384 $ 2.244
Accumulation unit value at end of period..... $3.499 $3.689 $3.388 $ 3.251 $ 2.827 $ 2.640 $ 2.384
Number of accumulation units outstanding at
end of period (in thousands)............... 9,090 10,092 10,253 10,201 9,871 9,462 9,015
DC-II (1.25%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $3.689 $3.389 $3.251 $ 2.827 $ 2.641 $ 2.385 $ 2.244
Accumulation unit value at end of period..... $3.500 $3.689 $3.389 $ 3.251 $ 2.827 $ 2.641 $ 2.385
Number of accumulation units outstanding at
end of period (in thousands)............... 1,123 992 816 732 724 594 433
DC-II (.150%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $3.400 $3.089 $2.932 $ 2.521 $ 2.329 $ 2.080 $ 1.937
Accumulation unit value at end of period..... $3.261 $3.400 $3.089 $ 2.932 $ 2.521 $ 2.329 $ 2.080
Number of accumulation units outstanding at
end of period (in thousands)............... 306 313 329 324 328 359 381
DC-I (1.25%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $6.890 $6.190 $5.695 $ 4.628 $ 4.875 $ 3.916 $ 3.332
Accumulation unit value at end of period..... $6.773 $6.890 $6.190 $ 5.695 $ 4.628 $ 4.875 $ 3.916
Number of accumulation units outstanding at
end of period (in thousands)............... 39,551 37,542 34,861 32,700 29,962 28,198 25,658
DC-II (1.25%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $6.888 $6.188 $5.694 $ 4.627 $ 4.874 $ 3.915 $ 3.331
Accumulation unit value at end of period..... $6.771 $6.988 $6.188 $ 5.694 $ 4.627 $ 4.874 $ 3.915
Number of accumulation units outstanding at
end of period (in thousands)............... 3,885 3,181 2,517 1,885 1,467 1,156 1,011
DC-II (.150%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $5.309 $4.651 $4.232 $ 3.401 $ 3.544 $ 2.815 $ 2.370
Accumulation unit value at end of period..... $5.2001 $5.309 $4.651 $ 4.232 $ 3.401 $ 3.544 $ 2.815
Number of accumulation units outstanding at
end of period (in thousands)............... 858 859 865 877 870 892 943

1987 1986 1985 1984 1983 1982
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
DC-I (1.25%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 2.273 $ 2.052 $ 1.722 $ 1.541 $ 1.519 $ 1.318(a)
Accumulation unit value at end of period..... $ 2.244 $ 2.273 $ 2.052 $ 1.722 $ 1.541 $ 1.519
Number of accumulation units outstanding at
end of period (in thousands)............... 8,461 9,640 8,335 8,464 4,693 187
DC-II (1.25%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 2.273 $ 2.052 $ 1.723 $ 1.541 $ 1.519 $ 1.366(b)
Accumulation unit value at end of period..... $ 2.244 $ 2.273 $ 2.052 $ 1.723 $ 1.541 $ 1.519
Number of accumulation units outstanding at
end of period (in thousands)............... 320 224 145 113 88 28
DC-II (.150%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.939 $ 1.732 $ 1.438 $ 1.273 $ 1.240 $ 1.000(c)
Accumulation unit value at end of period..... $ 1.937 $ 1.939 $ 1.732 $ 1.438 $ 1.273 $ 1.240
Number of accumulation units outstanding at
end of period (in thousands)............... 385 383 268 192 140 37
DC-I (1.25%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 3.201 $ 2.886 $ 2.222 $ 2.238 $ 1.989 $ 1.548(a)
Accumulation unit value at end of period..... $ 3.332 $ 3.201 $ 2.886 $ 2.222 $ 2.238 $ 1.989
Number of accumulation units outstanding at
end of period (in thousands)............... 25,694 21,622 19,566 17,831 10,598 332
DC-II (1.25%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 3.200 $ 2.885 $ 2.222 $ 2.238 $ 1.989 $ 1.551(d)
Accumulation unit value at end of period..... $ 3.331 $ 3.200 $ 2.885 $ 2.222 $ 2.238 $ 1.989
Number of accumulation units outstanding at
end of period (in thousands)............... 951 772 437 253 141 26
DC-II (.150%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 2.252 $ 2.008 $ 1.529 $ 1.523 $ 1.339 $ 1.000(c)
Accumulation unit value at end of period..... $ 2.370 $ 2.252 $ 2.008 $ 1.529 $ 1.523 $ 1.339
Number of accumulation units outstanding at
end of period (in thousands)............... 994 944 800 710 532 100

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
DC-I (1.25%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $2.450 $2.410 $2.354 $ 2.248 $ 2.106 $ 1.954 $ 1.842
Accumulation unit value at end of period..... $2.515 $2.450 $2.410 $ 2.354 $ 2.248 $ 2.106 $ 1.954
Number of accumulation units outstanding at
end of period (in thousands)............... 9,548 9,298 9,999 10,936 11,181 8,871 8,703
DC-II (1.25%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $2.447 $2.407 $2.351 $ 2.245 $ 2.103 $ 1.951 $ 1.840
Accumulation unit value at end of period..... $2.512 $2.447 $2.407 $ 2.351 $ 2.245 $ 2.103 $ 1.951
Number of accumulation units outstanding at
end of period (in thousands)............... 905 886 884 929 881 718 628
DC-II (.150%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $2.328 $2.265 $2.188 $ 2.067 $ 1.915 $ 1.757 $ 1.639
Accumulation unit value at end of period..... $2.416 $2.328 $2.265 $ 2.188 $ 2.067 $ 1.915 $ 1.757
Number of accumulation units outstanding at
end of period (in thousands)............... 266 278 300 304 324 332 342
DC-I (1.25%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $2.993 $2.700 $2.524 $ 2.123 $ 2.123 $ 1.766 $ 1.566
Accumulation unit value at end of period..... $2.876 $2.993 $2.700 $ 2.524 $ 2.123 $ 2.123 $ 1.766
Number of accumulation units outstanding at
end of period (in thousands)............... 126,437 119,064 105,648 93,981 84,223 74,660 62,335
DC-II (1.25%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $2.993 $2.700 $2.524 $ 2.123 $ 2.123 $ 1.766 $ 1.566
Accumulation unit value at end of period..... $2.676 $2.993 $2.700 $ 2.524 $ 2.123 $ 2.123 $ 1.766
Number of accumulation units outstanding at
end of period (in thousands)............... 8,279 7,023 7,323 6,220 5,565 5,227 4,631
DC-II (.150%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $3,365 $3,002 $2.776 $ 2.310 $ 2.284 $ 1.879 $ 1.649
Accumulation unit value at end of period..... $3.268 $3.365 $3.002 $ 2.776 $ 2.310 $ 2.284 $ 1.879
Number of accumulation units outstanding at
end of period (in thousands)............... 529 547 517 477 462 453 498

1987 1986 1985 1984 1983 1982
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
DC-I (1.25%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.752 $ 1.661 $ 1.550 $ 1.417 $ 1.312 $ 1.258(e)
Accumulation unit value at end of period..... $ 1.842 $ 1.752 $ 1.661 $ 1.550 $ 1.417 $ 1.312
Number of accumulation units outstanding at
end of period (in thousands)............... 7,521 6,321 7,068 8,416 2,654 2,007
DC-II (1.25%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.749 $ 1.659 $ 1.548 $ 1.415 $ 1.310 $ 1.235(d)
Accumulation unit value at end of period..... $ 1.840 $ 1.749 $ 1.859 $ 1.546 $ 1.415 $ 1.310
Number of accumulation units outstanding at
end of period (in thousands)............... 369 351 235 349 67 66
DC-II (.150%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.541 $ 1.446 $ 1.334 $ 1.207 $ 1.105 $ 1.000(c)
Accumulation unit value at end of period..... $ 1.639 $ 1.541 $ 1.448 $ 1.334 $ 1.207 $ 1.105
Number of accumulation units outstanding at
end of period (in thousands)............... 356 375 413 369 259 102
DC-I (1.25%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.497 $ 1.345 $ 1.074 $ 1.013 $ 1.000(f) --
Accumulation unit value at end of period..... $ 1.566 $ 1.497 $ 1.345 $ 1.074 $ 1.013 --
Number of accumulation units outstanding at
end of period (in thousands)............... 56,502 36,266 22,051 14,035 7,971 --
DC-II (1.25%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.497 $ 1.345 $ 1.074 $ 1.013 $ 1.000(f) --
Accumulation unit value at end of period..... $ 1.566 $ 1.497 $ 1.345 $ 1.074 $ 1.013 --
Number of accumulation units outstanding at
end of period (in thousands)............... 4,283 3,357 2,429 2,266 837 --
DC-II (.150%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.558 $ 1.385 $ 1.094 $ 1.020 $ 1.000(f) --
Accumulation unit value at end of period..... $ 1.649 $ 1.558 $ 1.385 $ 1.094 $ 1.020 --
Number of accumulation units outstanding at
end of period (in thousands)............... 522 443 188 108 64 --

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
DC-I (1.25%)
U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.718 $1.694 $1.661 $ 1.593 $ 1.500 $ 1.400 $ 1.326
Accumulation unit value at end of period..... $1.758 $1.718 $1.694 $ 1.661 $ 1.593 $ 1.500 $ 1.400
Number of accumulation units outstanding at
end of period (in thousands)............... 4,783 4,791 5,498 5,979 5,848 4,576 4,576
DC-II (1.25%)
U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.716 $1.694 $1.661 $ 1.593 $ 1.500 $ 1.400 $ 1.326
Accumulation unit value at end of period..... $1.758 $1.718 $1.694 $ 1.661 $ 1.593 $ 1.500 $ 1.400
Number of accumulation units outstanding at
end of period (in thousands)............... 483 467 382 381 293 212 163
DC-II (.150%)
U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.936 $1.888 $1.832 $ 1.736 $ 1.617 $ 1.493 $ 1.399
Accumulation unit value at end of period..... $2.004 $1.936 $1.888 $ 1.832 $ 1.736 $ 1.617 $ 1.493
Number of accumulation units outstanding at
end of period (in thousands)............... 37 39 38 36 40 33 44
DC-I (1.25%)
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $4.204 $3.624 $3.050 $ 2.004 $ 2.278 $ 1.858 $ 1.490
Accumulation unit value at end of period..... $4.257 $4.204 $3.524 $ 3.050 $ 2.004 $ 2.278 $ 1.858
Number of accumulation units outstanding at
end of period (in thousands)............... 48,088 36,598 25,900 19,437 15,293 13,508 9,970
DC-II (1.25%)
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $4.204 $3.524 $3.050 $ 2.004 $ 2.278 $ 1.858 $ 1.490
Accumulation unit value at end of period..... $4.257 $4.204 $3.524 $ 3.050 $ 2.004 $ 2.278 $ 1.858
Number of accumulation units outstanding at
end of period (in thousands)............... 6,923 4,840 3,276 2,113 1,455 1,037 787

1987 1986 1985 1984 1983 1982
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
DC-I (1.25%)
U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.269 $ 1.209 $ 1.133 $ 1.045 $ 1.000(f) --
Accumulation unit value at end of period..... $ 1.326 $ 1.269 $ 1.209 $ 1.133 $ 1.045 --
Number of accumulation units outstanding at
end of period (in thousands)............... 3,796 3,172 3,014 2,068 944 --
DC-II (1.25%)
U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.269 $ 1.209 $ 1.133 $ 1.045 $ 1.000(f) --
Accumulation unit value at end of period..... $ 1.326 $ 1.269 $ 1.209 $ 1.133 $ 1.045 --
Number of accumulation units outstanding at
end of period (in thousands)............... 107 102 77 22 2 --
DC-II (.150%)
U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.325 $ 1.248 $ 1.157 $ 1.053 $ 1.000(f) --
Accumulation unit value at end of period..... $ 1.399 $ 1.325 $ 1.248 $ 1.157 $ 1.053 --
Number of accumulation units outstanding at
end of period (in thousands)............... 39 45 35 36 12 --
DC-I (1.25%)
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.579 $ 1.467 $ 1.092 $ 1.000(g) -- --
Accumulation unit value at end of period..... $ 1.490 $ 1.579 $ 1.467 $ 1.092 -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 8,485 6,552 2,485 113 -- --
DC-II (1.25%)
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.579 $ 1.467 $ 1.092 $ 1.000(g) -- --
Accumulation unit value at end of period..... $ 1.490 $ 1.579 $ 1.467 $ 1.092 -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 664 462 117 5 -- --

</TABLE>

<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
DC-II (.150%)
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $4.676 $3.876 $3.318 $ 2.157 $ 2.425 $ 1.956 $ 1.552
Accumulation unit value at end of period..... $4.785 $4.676 $3.876 $ 3.318 $ 2.157 $ 2.425 $ 1.956
Number of accumulation units outstanding at
end of period (in thousands)............... 600 502 335 255 246 242 234
DC-I (1.25%)
MORTGAGE FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $2.093 $1.993 $1.929 $ 1.702 $ 1.571 $ 1.406 $ 1.313
Accumulation unit value at end of period..... $2.034 $2.093 $1.993 $ 1.929 $ 1.702 $ 1.571 $ 1.406
Number of accumulation units outstanding at
end of period (in thousands)............... 10,782 11,722 12,046 11,855 10,291 8,919 9,005
DC-II (1.25%)
MORTGAGE FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $2.093 $1.993 $1.929 $ 1.702 $ 1.571 $ 1.406 $ 1.313
Accumulation unit value at end of period..... $2.034 $2.093 $1.993 $ 1.929 $ 1.702 $ 1.571 $ 1.406
Number of accumulation units outstanding at
end of period (in thousands)............... 994 942 802 736 582 845 764
DC-II (.150%)
MORTGAGE FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $2.310 $2.176 $2.082 $ 1.817 $ 1.659 $ 1.468 $ 1.357
Accumulation unit value at end of period..... $2.269 $2.310 $2.176 $ 2.082 $ 1.817 $ 1.659 $ 1.468
Number of accumulation units outstanding at
end of period (in thousands)............... 78 111 132 108 85 91 95
DC-I (1.25%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.735 $1.605 $1.522 $ 1.190 $ 1.255 $ 0.975 $ 0.850
Accumulation unit value at end of period..... $1.738 $1.735 $1.605 $ 1.522 $ 1.190 $ 1.255 $ 0.975
Number of accumulation units outstanding at
end of period (in thousands)............... 15,356 13,489 11,720 8,519 6,350 3,639 1,946

1987 1986 1985 1984 1983 1982
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
DC-II (.150%)
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.626 $ 1.494 $ 1.099 $ 1.000(g) -- --
Accumulation unit value at end of period..... $ 1.552 $ 1.626 $ 1.494 $ 1.099 -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 270 271 87 27 -- --
DC-I (1.25%)
MORTGAGE SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.296 $ 1.181 $ 1.000(h) -- -- --
Accumulation unit value at end of period..... $ 1.313 $ 1.296 $ 1.181 -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 8,139 7,902 5,130 -- -- --
DC-II (1.25%)
MORTGAGE SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.296 $ 1.181 $ 1.000(h) -- -- --
Accumulation unit value at end of period..... $ 1.313 $ 1.296 $ 1.181 -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 598 431 247 -- -- --
DC-II (.150%)
MORTGAGE SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.324 $ 1.193 $ 1.000(h) -- -- --
Accumulation unit value at end of period..... $ 1.357 $ 1.324 $ 1.193 -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 114 120 79 -- -- --
DC-I (1.25%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.000(i) -- -- -- -- --
Accumulation unit value at end of period..... $ 0.850 -- -- -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 1,323 -- -- -- -- --
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
---------------------------------------------------------------------------
1994 1993 1992 1991 1990 1989 1988
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
DC-II (1.25%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.735 $1.605 $1.522 $ 1.190 $ 1.255 $ 0.975 $ 0.850
Accumulation unit value at end of period..... $1.738 $1.735 $1.605 $ 1.522 $ 1.190 $ 1.255 $ 0.975
Number of accumulation units outstanding at
end of period (in thousands)............... 2,376 1,862 1,437 871 595 275 116
DC-II (.150%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.861 $1.708 $1.602 $ 1.238 $ 1.292 $ 0.993 $ 0.856
Accumulation unit value at end of period..... $1.876 $1.861 $1.708 $ 1.602 $ 1.238 $ 1.292 $ 0.993
Number of accumulation units outstanding at
end of period (in thousands)............... 217 183 144 90 72 49 40
DC-I (1.25%)
SOCIALLY RESPONSIVE FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.673 $1.475 $1.388 $ 1.207 $ 1.173 $ 1.000(k) --
Accumulation unit value at end of period..... $1.504 $1.573 $1.475 $ 1.388 $ 1.207 $ 1.173 --
Number of accumulation units outstanding at
end of period (in thousands)............... 7,899 7,199 5,215 3,508 2,036 629 --
DC-II (1.25%)
SOCIALLY RESPONSIVE FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.483 $1.391 $1.308 $ 1.138 $ 1.106 $ 1.000(k) --
Accumulation unit value at end of period..... $1.417 $1.483 $1.391 $ 1.308 $ 1.138 $ 1.106 --
Number of accumulation units outstanding at
end of period (in thousands)............... 693 498 317 187 94 18 --
DC-I (1.25%)
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $1.220 $0.924 $0.979 $ 0.877 $ 1.000(l) -- --
Accumulation unit value at end of period..... $1.181 $1.220 $0.924 $ 0.979 $ 0.877 -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 36,270 19,894 8,061 4,663 2,684 -- --

1987 1986 1985 1984 1983 1982
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
DC-II (1.25%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.000(i) -- -- -- -- --
Accumulation unit value at end of period..... $ 0.850 -- -- -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 49 -- -- -- -- --
DC-II (.150%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... $ 1.000(j) -- -- -- -- --
Accumulation unit value at end of period..... $ 0.856 -- -- -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... 94 -- -- -- -- --
DC-I (1.25%)
SOCIALLY RESPONSIVE FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... -- -- -- -- -- --
Accumulation unit value at end of period..... -- -- -- -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... -- -- -- -- -- --
DC-II (1.25%)
SOCIALLY RESPONSIVE FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... -- -- -- -- -- --
Accumulation unit value at end of period..... -- -- -- -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... -- -- -- -- -- --
DC-I (1.25%)
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... -- -- -- -- -- --
Accumulation unit value at end of period..... -- -- -- -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... -- -- -- -- -- --

</TABLE>

<PAGE>

1987 1986 1985 1984 1983 1982
--------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
DC-II (1.25%)
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... -- -- -- -- -- --
Accumulation unit value at end of period..... -- -- -- -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... -- -- -- -- -- --
DC-II (.150%)
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period..................................... -- -- -- -- -- --
Accumulation unit value at end of period..... -- -- -- -- -- --
Number of accumulation units outstanding at
end of period (in thousands)............... -- -- -- -- -- --
</TABLE>

(a) Inception date, August 3, 1982. (g) Inception date, April 2, 1984.
(b) Inception date, August 25, 1982. (h) Inception date, January 15, 1985.
(c) Inception date, March 15, 1982. (i) Inception date, June 3, 1987.
(d) Inception date, June 29, 1982. (j) Inception date, May 12, 1987.
(e) Inception date, June 14, 1982. (k) Inception date, January 25, 1989.
(f) Inception date, May 2, 1983. (l) Inception date, July 2, 1990.

The number in ( ) is the mortality and expense charge used to calculate the
Accumulation Unit values.

<PAGE>

-13-

PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance related information
concerning its Sub-Accounts. Performance information about the Sub-Account is
based on the Sub-Account's past performance only and is no indication of future
performance.

The Advisers Fund, Capital Appreciation Fund, Bond Fund, Dividend and Growth
Fund, Index Fund, International Opportunities Fund, Money Market Fund, Mortgage
Securities Fund, Socially Responsive Fund, Stock Fund, and U.S. Government Money
Market Fund Sub-Accounts may include total return in advertisements or other
sales material.

When the Sub-Account advertises its total return, it will usually be calculated
for one year, five years, and ten years or some other relevant periods if the
Sub-Account has not been in existence for at least ten years. Total return is
measured by comparing the value of an investment in the Sub-Account at the
beginning of the relevant period to the value of the investment at the end of
the period (assuming the deduction of any contingent deferred sales charge which
would be payable if the investment were redeemed at the end of the period).

The Bond Fund and Mortgage Securities Fund Sub-Accounts may advertise yield in
addition to total return. The yield will be computed in the following manner:
The net investment income per unit earned during a recent one month period is
divided by the unit value on the last day of the period. This figure reflects
the recurring charges on the Separate Account level including the Annual
Contract Fee.

The Money Market Fund and U.S. Government Money Market Fund Sub-Accounts may
advertise yield and effective yield. The yield of the Sub-Account is based upon
the income earned by the Sub-Account over a seven-day period and then
annualized, i.e. the income earned in the period is assumed to be earned every
seven days over a 52-week period and stated as a percentage of the investment.
Effective yield is calculated similarly but when annualized, the income earned
by the investment is assumed to be reinvested in the Sub-Account units and thus
compounded in the course of a 52-week period. Yield and effective yield reflect
the recurring charges on the Separate Account level including the Annual
Contract Fee.

Total return at the Separate Account level includes all contract charges: sales
charges, mortality and expense risk charges, and the Annual Contract Fee and is
therefore lower than total return at the Fund level, with no comparable charges.
Likewise, yield at the Separate Account level includes all recurring charges
(except sales charges), and is therefore lower than yield at the Fund level,
with no comparable charges.

INTRODUCTION

This Prospectus has been designed to provide you with the necessary information
to make a decision on purchasing contracts issued in conjunction with a Deferred
Compensation Plan or Qualified Plan of an Employer offered by HL in Separate
Account DC-I or DC-II. This Prospectus describes only the elements of the
contracts pertaining to the variable portion of the contract. The contracts may
contain a General Account option which is not described in this Prospectus.
Please read the Glossary of Special Terms on pages ___ and ___ prior to reading
this Prospectus to familiarize yourself with the terms being used.

<PAGE>

-14-

THE DC-I AND DC-II CONTRACT AND
SEPARATE ACCOUNT DC-I AND SEPARATE ACCOUNT TWO (DC-II)

What are the DC-I and DC-II contracts?

On contracts issued in conjunction with a Deferred Compensation Plan of an
Employer, variable account Contributions are held in Hartford Life
Insurance Company DC Variable Account-I ("DC-I") during the Accumulation
Period and in a series of Hartford Life Insurance Company Separate Account
Two ("DC-II") during the Annuity Period.

On contracts issued in conjunction with a Qualified Plan of an Employer,
contributions are held in DC-II during both the Accumulation Period and
Annuity Period.

The Qualified Plan contracts available with respect to DC-II are limited to
voluntary plans established and sponsored by Employers for their Employees.
Qualified Plans provide a way for an Employer to establish a funded
retirement plan for its Employees. The contract is normally issued to the
Employer or to the trustee or custodian of the Employer's Plan.

Deferred Compensation Plans provide a way for an Employer and its Employees
to arrange for eligible employees to defer a certain portion of their
income ("Deferred Compensation") to a determinable future date and thereby
defer current federal income taxes on such deferred compensation until
actually received by the Employee according to the terms of the Employer's
Plan. An Employer contemplating the offering of such a Plan should consult
with its legal counsel with respect to any securities aspects of interest
in such Plans. At all times, the Employer is the sole and exclusive owner
of the contract issued with respect to the Plan. An Employee electing to
participate in the Employer's Plan is, at all times, a general creditor of
the Employer establishing the Plan.

Contract Owners who have purchased a prior series of contracts may continue
to make Contributions to such contracts subject to the terms and provisions
of their contracts. New Participants may be added to existing contracts of
the prior series but no new contracts of that series will be issued. Prior
Contract Owners are referred to the Appendix (commencing on page ) for
a description of the sales charges and other expenses applicable to earlier
series of contracts.

Who can buy these contracts?

The group variable annuity contracts offered under this Prospectus are
offered for use in connection with plans qualified under Sections 401(a) or
403(a) of the Internal Revenue Code, including annuity purchase plans
adopted by public school systems and certain tax-exempt organizations
according to Section 403(b) of the Internal Revenue Code; annuity purchase
plans adopted according to Section 408 of the Internal Revenue Code,
including employee pension plans established for employees by a state, a
political subdivision of a state, or an agency or instrumentality of either
a state or a political subdivision of a state, and certain eligible
deferred compensation plans as defined in Section 457 of the Internal
Revenue Code; and pension or profit-sharing plans described in Section
401(a) and 401(k) ("Qualified Contracts").

<PAGE>

-15-

What are the Separate Accounts and how do they operate?

Provision has been made for two different Separate Accounts (DC-I and a
series of Separate Account Two ("DC-II")), to be operative during the life
of the contracts which are issued in conjunction with Deferred Compensation
Plans. This arrangement provides for tax treatment of DC-I which may
provide tax advantages to Deferred Compensation Plan Contract Owners. (see
"Federal Tax Considerations," commencing on page .) Provision has been
made for DC-II only, to be operative during the life of a contract issued
in conjunction with a Qualified Plan. DC-I and a series of Separate
Account Two (DC-II) have been organized as unit investment trust types of
investment companies and have been registered as such with the Commission
under the Investment Company Act of 1940, as amended. The Separate
Accounts meet the definition of "separate account" under federal securities
law.

Registration of the Separate Accounts with the Commission does not involve
supervision of the management or investment practices or policies of the
Separate Account or of HL by the Commission. However, HL and the Separate
Accounts are subject to supervision and regulation by the Department of
Insurance of the State of Connecticut.

Under Connecticut law, the assets of the Separate Accounts attributable to
the contracts offered under this Prospectus are held for the benefit of the
owners of, and the persons entitled to payments under, those contracts.
Also, in accordance with the contracts, the assets in the Separate Accounts
attributable to contracts participating in the Separate Accounts are not
chargeable with liabilities arising out of any other business HL may
conduct. So, you will not be affected by the rate of return of HL's
general account, nor by the investment performance of any of HL's other
separate accounts.

Your investment is allocated to one or more Sub-Accounts of the Separate
Account. Each Sub-Account is invested exclusively in the assets of one
underlying Fund. Net Purchase Payments and proceeds of transfers between
Sub-Accounts are applied to purchase shares in the appropriate Fund at net
asset value determined as of the end of the Valuation Period during which
the payments were received or the transfer made. All distributions from
the Fund are reinvested at net asset value. The value of your investment
during the Accumulation Period will therefore vary in accordance with the
net income and fluctuation in the individual investments within the
underlying Fund portfolio or portfolios. During the Variable Annuity
payout period, both your annuity payments and reserve values will vary in
accordance with these factors.

HL DOES NOT GUARANTEE THE INVESTMENT RESULTS OF THE SUB-ACCOUNTS OR ANY OF
THE UNDERLYING INVESTMENTS. THERE IS NO ASSURANCE THAT THE VALUE OF A
CONTRACT DURING THE YEARS PRIOR TO RETIREMENT OR THE AGGREGATE AMOUNT OF
THE VARIABLE ANNUITY PAYMENTS WILL EQUAL THE TOTAL OF PURCHASE PAYMENTS
MADE UNDER THE CONTRACT. SINCE EACH UNDERLYING FUND HAS DIFFERENT
INVESTMENT OBJECTIVES, EACH IS SUBJECT TO DIFFERENT RISKS. THESE RISKS ARE
MORE FULLY DESCRIBED IN THE ACCOMPANYING FUND PROSPECTUS.

HL reserves the right, subject to compliance with the law, to substitute
the shares of any other registered investment company for the shares of any
Fund held by the Separate Account. Substitution may occur if shares of the
Fund(s) become unavailable or due to changes in applicable law or
interpretations of law. Current law requires notification to you of any
such substitution and approval of the Securities and Exchange Commission.

HL also reserves the right, subject to compliance with the law to offer
additional Sub-Accounts with differing investment objectives.

The Separate Account may be subject to liabilities arising from series
whose assets are attributable to other variable annuity contracts or
variable life insurance policies offered by the Separate Account which are
not described in this Prospectus.

<PAGE>

-16-

HL may offer additional Separate Account options from time to time under
these contracts. Such new options will be subject to the then in effect
charges, fees, and or transfer restrictions for the contracts for such
additional separate accounts.

OPERATION OF THE CONTRACT

How are Contributions credited?

A group contract is issued to an Employer adopting a Plan and will cover
all present and future Participants in the Employer's Plan. Contracts
provide for variable (Separate Account) Contributions during the
Accumulation Period. The variable contracts of prior series are no longer
issued, however, Contract Owners may continue to make Contributions to
those contracts. Such Contract Owners should refer to the Appendix, page
___ for a description of the sales charges and other expenses applicable to
such contracts.

The net Contributions to a Participant's Individual Account under a
contract are applied to purchase Accumulation Units in the selected
Sub-Accounts. In order to reflect such Contributions on behalf of a
Participant, except with respect to an initial Contribution, there is
credited to each Participant's Individual Account under a contract such
Sub-Account Accumulation Units with respect to DC-I or DC-II, as
appropriate, determined by dividing the net Contribution by the appropriate
Accumulation Unit value next computed following receipt of the payment by
HL at its home office, P.O. Box 2999, Hartford, Connecticut 06104-2999.
With respect to an initial Contribution, the net Contribution is credited
to the Participant's Individual Account within two business days of receipt
of a properly completed application and the initial Contribution. If an
application or any other information is incomplete when received, the net
Contribution will be credited to the Participant's Individual Account
within five business days. If an initial Contribution is not credited
within five business days, it will be immediately returned unless you have
been informed of the delay and request that the Contribution not be
returned. Subsequent payments cannot be credited on the same day of
receipt unless they are accompanied by adequate instructions.

The number of Sub-Account Accumulation Units will not change because of a
subsequent change in an Accumulation Unit's value, but the dollar value of
an Accumulation Unit will vary to reflect the investment experience of the
appropriate Fund shares that serve as the underlying investment for the
Sub-Account.

May I make changes in the amounts of my Contribution?

Yes, however the minimum Contribution that may be made at any one time on
behalf of a Participant during the Accumulation Period under a contract is
$30 unless the Employer's Plan provides otherwise. If the Plan adopted by
the Contract Owner so provides, the contract permits the allocation of
Contributions, in multiples of 10% among the several Sub-Accounts of DC-I
and DC-II. The minimum amount that may be allocated to any Sub-Account in
a Separate Account shall not be less than $10. Such changes must be
requested in writing and will be effected as of the date the request is
received by HL at its home office, P.O. Box 2999, Hartford, CT 06104-2999.

May I transfer assets between Sub-Accounts?

Yes, during the Accumulation Period you may transfer the values of your
Sub-Account allocations from one or more Sub-Accounts to another.

The following transfer restrictions apply to contracts issued or amended on
or after May 1, 1992.

Transfers of assets presently held in the General Account, or which were
held in the General Account at any time during the preceding 3 months, to
the Money Market Fund Sub-Account or to the U.S. Government Money Market
Sub-Account are prohibited.

<PAGE>

-17-

Similarly, transfers of assets presently held in the Money Market Fund
Sub-Account or U.S. Government Money Market Sub-Account, or which were held
in either of these two Sub-Accounts or the General Account during the
preceding 3 months, to the General Account are prohibited.

Such transfers must be requested in writing and will be effected as of the
date the request is received by HL at its home office, P.O. Box 2999,
Hartford, CT 06104-2999. Each transfer may be subject to a $5.00 transfer
fee (see "Experience Rating of Contracts", page ___).

In addition, the right, with respect to a Participant's Individual Account,
to transfer monies between Sub-Accounts is subject to modification if HL
determines, in its sole opinion, that the exercise of that right by the
Contract Owner/Participant is, or would be, to the disadvantage of other
Contract Owners/Participants. Any modification could be applied to
transfers to or from the same or all of the Accounts and could include, but
not be limited to, the requirement of a minimum time period between each
transfer, not accepting transfer requests of an agent acting under a power
of attorney on behalf of more than one Participant or Contract Owner, or
limiting the dollar amount that may be transferred between Sub-Accounts by
a Contract Owner/Participant at any one time. Such restrictions may be
applied in any manner reasonably designed to prevent any use of the
transfer right which is considered by HL to be to the disadvantage of other
Contract Owners/Participants.

What happens if the Contract Owner fails to make Contributions?

A contract will be deemed paid-up within 30 days after any anniversary date
of the contract if the Contract Owner has not remitted a Contribution to HL
during the preceding 12 month period. Effective with a change of the
contract to paid-up status, no further Contributions will be accepted by HL
and each Participant's Individual Account will be considered an inactive
account until the commencement of Annuity payments or until the value of
the Participant's Individual Account is disbursed or applied in accordance
with the termination provisions. (see "How can a contract be redeemed or
surrendered?" page ___.) Once a contract has been placed on a paid-up
status it may not be reinstated. Persons receiving Annuity payments at the
time of any change to paid-up status will continue to receive their
payments.

May I assign or transfer the contract?

The group contracts issued with respect to Deferred Compensation Plans may
be assigned by the Contract Owner. Some forms of Qualified Plans prohibit
the assignment of a contract or any interest therein. No assignment will
be effective until a copy has been filed at the offices of HL at Hartford,
Connecticut, prior to settlement for HL's liability under the contract. HL
assumes no responsibility for the validity of any such assignments.
Participants may not assign their individual account interests.

How do I know what my account is worth?

The value of the Accumulation Units in DC-I or DC-II representing an
interest in the appropriate Fund shares that are held under the contract
were initially established on the date that Contributions were first
contributed to the appropriate Sub-Account of the Separate Account. The
value of the respective Accumulation Units for any subsequent day is
determined by multiplying the Accumulation Unit value for the preceding day
by the net investment factor of the appropriate Sub-Accounts, as
appropriate. (see "How is the Accumulation Unit value determined?" below.)

The value of a Participant's Individual Account under a contract at any
time prior to the commencement of Annuity payments can be determined by
multiplying the total number of Sub-Account Accumulation Units credited to
a Participant's Individual Account by the current Accumulation Unit value
for the respective Sub-Account. There is no assurance that the value in
the Sub-Accounts will equal or exceed the Contributions made by the
Contract Owner to such Sub-Accounts.

<PAGE>

-18-

How is the Accumulation Unit value determined?

The Accumulation Unit value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
"Valuation Day" by multiplying the Accumulation Unit value of the
particular Sub-Account on the preceding Valuation Day by a "Net Investment
Factor" for that Sub-Account for the Valuation Period then ended. The Net
Investment Factor for each of the Sub-Accounts is equal to the net asset
value per share of the corresponding Fund at the end of the Valuation
Period (plus the per share amount of any dividends or capital gains by that
Fund if the ex-dividend date occurs in the Valuation Period then ended)
divided by the net asset value per share of the corresponding Fund at the
beginning of the Valuation Period and subtracting from that amount the
amount of any charges assessed during the Valuation Period then ending.
You should refer to the Prospectuses for each of the Funds which accompany
this Prospectus for a description of how the assets of each Fund are valued
since each determination has a direct bearing on the Accumulation Unit
value of the Sub-Account and therefore the value of a Contract.

How are the underlying Fund shares valued?

The shares of the Fund are valued at net asset value on a daily basis. A
complete description of the valuation method used in valuing Fund shares
may be found in the accompanying Prospectus of each Fund.

PAYMENT OF BENEFITS

What would my Beneficiary receive as death proceeds?

The contracts provide that in the event the Participant dies before the
selected Annuity Commencement Date or the Participant's age 65 (whichever
occurs first) the Minimum Death Benefit payable on such contract will be
the greater of (a) the value of the Participant's Individual Account
determined as of the day written proof of death of such person is received
by HL, or (b) 100% of the total Contributions made to such Account, reduced
by any prior partial surrenders.

The benefit may be taken by the Contract Owner in a single sum, in which
case payment will be made within seven days of receipt of proof of death by
HL, unless subject to postponement as explained below. In lieu of payment
in one sum, a Contract Owner may elect that the amount be applied, subject
to the suspension provisions described below, under any one of the optional
Annuity forms provided under DC-II (see "What are the available Annuity
options under the contracts?" commencing on page ___) to provide Annuity
payments to the Beneficiary.

An election to receive death benefits under a form of Annuity must be made
prior to a lump sum settlement with HL and within one year after the death
by written notice to HL at its offices in Hartford, Connecticut. Benefit
proceeds due on death may be applied to provide variable payments, fixed
payments, or a combination of variable and fixed payments. No election to
provide Annuity payments will become operative unless the initial Annuity
payment is at least $20.00 on either a variable or fixed basis, or $20.00
on each basis when a combination benefit is elected. The manner in which
the Annuity payments are determined and in which they may vary from month
to month are the same as applicable to a Participant's Individual Account
after retirement. (see "How are contributions made to establish my Annuity
account?" page ___.)

How can a contract be redeemed or surrendered?

<PAGE>

-19-

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

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

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

On termination of Contributions to a contract by the Contract Owner on
behalf of a Participant prior to the selected Annuity Commencement Date for
such Participant, the Contract Owner will have the following options:

1. To continue a Participant's Individual Account in force under the
contract. Under this option, when the selected Annuity Commencement
Date arrives, the Contract Owner will begin to receive Annuity
payments under the selected Annuity option under the contract. (See
"What are the available Annuity options under the contracts?"
commencing on page ___.) At any time in the interim, a Contract Owner
may surrender a Participant's Individual Account for a lump sum cash
settlement in accordance with 3. below.

2. To provide Annuity payments immediately. The values in a
Participant's Individual Account may be applied, subject to
contractual provisions, to provide for Fixed or Variable Annuity
payments, or a combination thereof, commencing immediately, under the
selected Annuity option under the contract. (See "What are the
available Annuity options under the contracts?" commencing on
page___ .)

3. To surrender a Participant's Individual Account under the contract for
a lump sum cash settlement, in which event the Annual Contract Fee and
any applicable contingent deferred sales charges will be deducted.
(see "How are the charges under these contracts made?" commencing on
page ___.) The amount received will be the net termination value next
computed after receipt by HL at its home office, P.O. Box 2999,
Hartford, CT 06104-2999, of a written surrender request for complete
surrender. Payment will normally be made as soon as possible but not
later than seven days after the written request is received by HL.

4. In the case of a partial surrender the amount requested is either
taken out of the specified Sub-Account(s) or if no Sub-Account(s) are
specified, the requested amount is taken out of all applicable
Sub-Account(s) on a pro rata basis. Within this context, the
contingent deferred sales charges are taken as a percentage of the
amount withdrawn. (see "How are the charges under these contracts
made?" page ___.) If the contingent deferred sales charges have been
experience rated (see "How are the charges under these contracts
made?", page ), any amounts not subject to the contingent deferred
sales charge will be deemed to be surrendered last.

Can payment of the redemption or surrender value ever be postponed beyond the
seven day period?

Yes. It may be postponed whenever (a) the New York Stock Exchange is
closed, except for holidays or weekends, or trading on the New York Stock
Exchange is restricted as determined by the Securities and Exchange
Commission; (b) the Securities and Exchange Commission permits postponement
and so orders; or (c) the Securities and Exchange Commission determines
that an emergency exists making valuation of the amounts or disposal of
securities not reasonably practicable.

<PAGE>

-20-

May I surrender once Annuity payments have started?

Except with respect to Option 5 (on a variable payout), once Annuity
payments have commenced for an Annuitant, no surrender of a life Annuity
benefit can be made for the purpose of receiving a partial withdrawal or a
lump sum settlement in lieu thereof. Any surrender out of Option 5 will be
subject to contingent deferred sales charges, if applicable.

Are there differences in the contract related to the type of plan in which the
Participant is enrolled?

Annuity rights are provided under contracts issued only in conjunction with
Deferred Compensation Plans, with respect to DC-I only, entitling the
Contract Owner to have Annuity payments at the rates set forth in the
contract at the time of issue. Such rates will be made applicable to all
amounts held in a Participant's Individual Account during the Annuity
Period under such contract which do not exceed five times the gross
Contributions made during the Accumulation Period with respect to such
Participant's Individual Account thereunder. To the extent that the value
of a Participant's Individual Account at the end of the Accumulation Period
is insufficient to fund the Annuity rights provided, the Contract Owner
shall have the right to apply additional Contributions to the values held
in a Participant's Individual Account in order to exercise all of the
Annuity rights provided. Any amounts in excess thereto may be applied by
HL at Annuity rates then being offered by HL.

Can a contract be suspended by a Contract Owner?

A contract may be suspended by the Contract Owner by giving written notice
at least 90 days prior to the effective date of such suspension to HL at
its home office, P.O. Box 2999, Hartford, Connecticut 06104-2999. A
contract will be suspended automatically on its anniversary if the Contract
Owner fails to assent to any modification of a contract, as described under
the caption "Can a contract be modified?" which modifications would have
become effective on or before that anniversary. Upon suspension,
Contributions will continue to be accepted by HL under the contract, and
subject to the terms thereof, as they are applicable to Participant's
Individual Accounts under the contracts prior to such suspension, but no
Contributions will be accepted on behalf of any new Participant's
Individual Accounts. Annuitants at the time of any suspension will
continue to receive their Annuity payments. The suspension of a contract
will not preclude the Contract Owner's applying existing Participant's
Individual Accounts under DC-I or DC-II, as appropriate, to the purchase of
Fixed or Variable Annuity benefits.

How do I elect an Annuity Commencement Date and Form of Annuity?

The Contract Owner selects an Annuity Commencement Date, usually between a
Participant's 50th and 75th birthdays, and an Annuity Option. The Annuity
Commencement Date may not be deferred beyond a Participant's 75th birthday
or such earlier date as may be required by applicable law and/or
regulation. The Annuity Commencement Date and/or the Annuity option may be
changed from time to time, but any such change must be made at least 30
days prior to the date on which Annuity payments are scheduled to begin.
Annuity payments will normally be made on the first business day of each
month.

The contract contains five optional annuity forms which may be selected on
either a Fixed or Variable Annuity basis, or a combination thereof. If a
Contract Owner does not elect otherwise, HL reserves the right to begin
Annuity payments at age 65 under Option 2 with 120 monthly payments
certain. However, HL will not assume responsibility in determining or
monitoring minimum distributions beginning at age 70 1/2.

When an annuity is purchased by a Contract Owner for an Annuitant, unless
otherwise specified, DC-I or DC-II Accumulation Unit values will be applied
to provide a Variable Annuity under DC-II.

<PAGE>

-21-

What is the minimum amount that I may select for an Annuity payment?

The minimum Annuity payment is $20.00. No election may be made which
results in a first payment of less than $20.00. If at any time Annuity
payments are or become less than $20.00, HL has the right to change the
frequency of payment to intervals that will result in payments of at least
$20.00.

How are Contributions made to establish my Annuity account?

During the Annuity Period, contract values and any allowable additional
Contributions made by the Contract Owner for the purpose of effecting
Annuity payments under the contract (Deferred Compensation Plans Only) are,
based upon the information received from the Contract Owner, applied to
establish Annuitant's Accounts under the contracts to provide Fixed or
Variable Annuity payments.

At the end of the Accumulation Period with respect to a Participant's
Individual Account there is an automatic transfer of all DC-I values to
DC-II which are used to establish Annuitant's Accounts with respect to
DC-II. Such transfer will be effected by a transfer of ownership of DC-I
interests in the underlying securities to DC-II. The value of a
Participant's Individual Account that is transferred to DC-II hereunder
will be without application of any sales charges or other expenses, with
the exception of any applicable Premium Taxes. DC-II values held during
the Accumulation Period under a contract are retained in DC-II.

In addition to having the right to allocate the value of a Participant's
Individual Account held in the Separate Account during the Accumulation
Period to establish an Annuitant's Account during the Annuity Period, a
Deferred Compensation Plan Contract Owner (with respect to DC-I, only) may
make additional Contributions at the beginning of the Annuity Period for
the purpose of effecting increased Annuity payments for Participants. All
such additional Contributions shall be subject to a deduction for sales
expenses, as well as any applicable Premium Taxes as follows:

Additional Contribution to an Annuitant's Account Total Deduction
- - ------------------------------------------------- ---------------
<S> <C> <C>
On the first $50,000 3.50%
On the next $ 50,000 2.00%
On the excess over $100,000 1.00%
</TABLE>

What are the available Annuity options under the contracts?

Option 1: Life Annuity

A Life Annuity is an Annuity payable during the lifetime of the Annuitant and
terminating with the last monthly payment preceding the death of the
Annuitant. Life Annuity Options (Options 1-4) offer the maximum level of
monthly payments of any of the options since there is no guarantee of a
minimum number of payments nor a provision for a death benefit payable to a
Beneficiary.

It would be possible under this option for an Annuitant to receive only one
Annuity payment if he died prior to the due date of the second Annuity
payment, two if he died before the due date of the third Annuity payment,
etc.

* Option 2: Life Annuity with 120, 180 or 240 Monthly Payments Certain

This annuity option is an annuity payable monthly during the lifetime of an
Annuitant with the provision that if, at the death of the Annuitant, payments
have been made for less than 120, 180 or 240 months, as elected, then the
present value as of the date of the Participant's death at the current dollar
amount at the date of death of any

<PAGE>

-22-

remaining guaranteed monthly payments will be paid in one sum to the
Beneficiary or Beneficiaries designated unless other provisions will have
been made and approved by HL.

* Option 3: Unit Refund Life Annuity

This Annuity option is an Annuity payable monthly during the lifetime of the
Annuitant terminating with the last payment due prior to the death of the
Annuitant except that an additional payment will be made to the Beneficiary
or Beneficiaries if (a) below exceeds (b) below:

total amount applied under the option
at the Annuity Commencement Date
(a) = ----------------------------------------------------
Annuity Unit value at the Annuity Commencement Date

(b) = number of Annuity Units represented number of monthly
by each monthly Annuity payment made x Annuity payments made

The amount of the additional payments will be determined by multiplying such
excess by the Annuity Unit value as of the date that proof of death is
received by HL.

Option 4: Joint and Last Survivor Annuity

An Annuity payable monthly during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.

It would be possible under this Option for an Annuitant and designated second
person in the event of the common or simultaneous death of the parties to
receive only one payment in the event of death prior to the due date for the
second payment and so on.

* Option 5: Payments for a Designated Period

An amount payable monthly for the number of years selected. Under the
contracts the minimum number of years is three.

In the event of the Annuitant's death prior to the end of the designated
period, any then remaining balance of proceeds will be paid in one sum to the
Beneficiary or Beneficiaries designated unless other provisions will have
been made and approved by HL. Option 5 is an option that does not involve
life contingencies and thus no mortality guarantee.

Surrenders are subject to the limitations set forth in the Contract and any
applicable contingent deferred sales charges. (see "How are charges under
these contracts made?" page ___.)

* On Qualified Plans, Options 2, 3 and 5 are available only if the guaranteed
payment period is less than the life expectancy of the Annuitant at the time
the option becomes effective. Such life expectancy shall be computed on the
basis of the mortality table prescribed by the IRS, or if none is prescribed,
the mortality table then in use by HL.

- - --------------------------------------------------------------------------------
Under any of the Annuity options above, except Option 5 (on a variable
basis), no surrenders are permitted after Annuity payments commence.
- - --------------------------------------------------------------------------------

<PAGE>

-23-

How are Variable Annuity payments determined?

The value of the Annuity Unit for each Sub-Account in the Separate Account
for any day is determined by multiplying the value for the preceding day by
the product of (1) the net investment factor (see "How is the Accumulation
Unit value determined?" commencing on page ___) for the day for which the
Annuity Unit value is being calculated, and (2) a factor to neutralize the
assumed net investment rate discussed below.

When Annuity payments are to commence, the value of the contract is
determined as the product of the value of the Accumulation Unit credited to
each Sub-Account as of the close of business on the fifth business day
preceding the date the first Annuity payment is due and the number of
Accumulation Units credited to each Sub-Account as of the date the Annuity is
to commence.

The contract contains tables indicating the dollar amount of the first
monthly payment under the optional forms of Annuity for each $1,000 of value
of a Sub-Account under a contract. The first monthly payment varies
according to the form of Annuity selected. The contract contains Annuity
tables derived from the 1983a Individual Annuity Mortality Table with an
assumed interest rate ("A.I.R.") of 4.00% or 5.00% per annum. The total
first monthly Annuity payment is determined by multiplying the value
(expressed in thousands of dollars) of a Sub-Account (less any applicable
premium taxes) by the amount of the first monthly payment per $1,000 of value
obtained from the tables in the contracts. With respect to fixed annuities
only, the current rate will be applied if it is higher than the rate under
the tables in the contract.

Level Annuity payments would be provided if the net investment rate remained
constant and equal to the A.I.R. In fact, payments will vary up or down in
the proportion that the net investment rate varies up or down from the A.I.R.
A higher assumed interest rate may produce a higher initial payment but more
slowly rising and more rapidly falling subsequent payments than would a lower
interest rate assumption.

The amount of the first monthly Annuity payment, determined as described
above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account as of the close of business on the fifth business day preceding
the day on which the payment is due in order to determine the number of
Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the Annuity Period, and in each subsequent month the
dollar amount of the Annuity payment is determined by multiplying this fixed
number of Annuity Units by the then current Annuity Unit value.

The Annuity payments will be made on the date selected. The Annuity Unit
value used in calculating the amount of the Annuity payments will be based on
an Annuity Unit value determined as of the close of business on a day not
more than the fifth business day preceding the date of the Annuity payment.

In order to comply with the requirements of the Supreme Court decision dated
July 6, 1983, in the case of Norris vs. Arizona Governing Committee, HL will,
with respect to all contracts which have been issued with sex distinct rates,
increase the guaranteed Annuity rates provided for females under the
contracts to the guaranteed Annuity rate provided for males. Thus, there
will no longer be any sex distinct Annuity rates with respect to those
contracts. With respect to new contracts, Annuity rates will be based on a
guaranteed Annuity rate table which is identical for both males and females.

<PAGE>

-24-

Here is an example of how a variable annuity is determined:

ILLUSTRATION OF ANNUITY PAYMENTS: (UNISEX) AGE 65, LIFE ANNUITY WITH 120
PAYMENTS CERTAIN

<TABLE>

<S> <C>
1. Net amount applied $ 139,782.50

2. Initial monthly income per $1,000 of payment applied 6.13

3. Initial monthly payment (1 x 2 - 1,000) $ 856.87

4. Annuity Unit Value 3.125

5. Number of monthly annuity units (3 DIVIDED BY 4) $ 274.198

6. Assume annuity unit value of second month equal to 2.897

7. Second month payment (6 x 5) $ 794.35

8. Assume annuity unit value for third month equal to 3.415

9. Third month payment (8 x 5) $ 936.39
</TABLE>

The above figures are simply to illustrate the calculation of a variable annuity
and have no bearing on the actual historical record of any Separate Account.

Can a contract be modified?

The contracts may, subject to any federal and state regulatory restrictions,
be modified at any time by written agreement between the Contract Owner and
HL. No modification will affect the amount or term of any Annuities begun
prior to the effective date of the modification, unless it is required to
conform the contract to, or give the Contract Owner the benefit of, any
federal or state statutes or any rule or regulation of the U.S. Treasury
Department or Internal Revenue Service.

On or after the fifth anniversary of any contract HL may change, from time to
time, any or all of the terms of the contracts by giving 90 days advance
written notice to the Contract Owner, except that the Annuity tables,
guaranteed interest rates and the contingent deferred sales charges which are
applicable at the time a Participant's Individual Account is established
under a contract, will continue to be applicable. In addition, the
limitations on the deductions for the Mortality, Expense Risks and
Administrative Undertakings and the Annual Contract Fee will continue to
apply in all Contract Years.

HL reserves the right to modify the contract, but only if such modification:
(i) is necessary to make the Contract or the Separate Account comply with any
law or regulation issued by a governmental agency to which HL is subject; or
(ii) is necessary to assure continued qualification of the Contract under the
Code or other federal or state laws relating to retirement annuities or
annuity contracts; or (iii) is necessary to reflect a change in the operation
of the Separate Account or the Sub-Account(s); or (iv) provides additional
Separate Account options; or (v) withdraws Separate Account options. In the
event of any such modification HL will provide notice to the Contract Owner
or to the payee(s) during the Annuity period. HL may also make appropriate
endorsement in the contract to reflect such modification.

<PAGE>

-25-
CHARGES UNDER THE CONTRACT

How are the charges under these contracts made?

No deduction for sales expense is made at the time of allocation of
Contributions to the contracts. A deduction for contingent deferred sales
charges is made if there is any surrender of contract values during the first
15 Participant Contract Years. During the first 8 years thereof, a maximum
deduction of 5% will be made against the full amount of any such surrender.
During the next 7 years thereof, a maximum deduction of 3% will be made
against the full amount of any such surrender. Such charges will in no event
ever exceed 8.50% when applied as a percentage against the sum of all
Contributions to a Participant's Individual Account. The amount or term of
the contingent deferred sales charge may be reduced (see "Experience Rating
of Contracts", page ___).

In the case of a redemption in which you request a certain dollar amount be
withdrawn, the sales charge is deducted from the amount withdrawn and the
balance is paid to you. Example: You request a total withdrawal, your
account value is $1,000 and the applicable sales load is 5%. Your
Sub-Account(s) will be surrendered by $1,000 and you will receive $950 (i.e.,
the $1,000 total withdrawal less the 5% sales charge). This is the method
applicable on a full surrender of your contract. In the case of a partial
redemption in which you request to receive a specified amount, the sales
charge will be calculated on the total amount that must be withdrawn from
your Sub-Account(s) in order to provide you with the amount requested.
Example: You request to receive $1,000 and the applicable sales load is 5%.
You Sub-Account(s) will be reduced by $1,052.63 (i.e., a total withdrawal of
$1,052.63 which results in a $52.63 sales charge ($1,052.63 x 5%) and a net
amount paid to you of $1,000 as requested).

HL reserves the right to limit any increase in the Contributions made to a
Participant's Individual Account under any contract to not more than three
times the total Contributions made on behalf of such Participant during the
initial 12 consecutive months following the Date of Coverage. Increases in
excess of those described will be accepted only with the consent of HL and
subject to the then current deductions being made under the contracts.

Is there ever a time when the sales charges do not apply?

No deduction for contingent deferred sales charges will be made on Contracts:
(1) in the event of death of a Participant, (2) if the value of a
Participant's Individual Account is paid out under one of the available
Annuity options under the contracts (except that a surrender out of Annuity
Option 5 will be subject to sales charges if applicable) or (3) if on Public
Employee Deferred Compensation Plans only, a Participant in a Plan makes a
financial hardship withdrawal as defined in the Regulations issued by the
IRS with respect to the IRC Section 457 governmental deferred compensation
plans. The Plan of the Employer must also provide for such hardship
withdrawals.

What do the sales charges cover?

The contingent deferred sales charges, when applicable, will be used to cover
expenses relating to the sale and distribution of the contracts, including
commissions paid to any distribution organization and its sales personnel,
the cost of preparing sales literature and other promotional activities.
It is anticipated that gross commissions paid on the sale of the contracts
will not exceed 5% of a Contribution. To the extent that these charges do not
cover such distribution expenses they will be borne by HL from its general
assets, including surplus or possible profit from mortality and expense risk
charges.

<PAGE>

-26-

What is the mortality, expense risk and administrative charge?

Although Variable Annuity payments made under the contracts will vary in
accordance with the investment performance of the underlying Fund shares held
in the Sub-Account(s), the payments will not be affected by (a) HL's actual
mortality experience among Annuitants before or after retirement or (b) HL's
actual expenses, including certain administrative expenses, if greater than
the deductions provided for in the contracts because of the expense and
mortality undertakings by HL.

In providing an expense undertaking with respect to both DC-I and DC-II, HL
assumes the risk that the deductions for contingent deferred sales charges,
and the Annual Contract Fee under the contracts may be insufficient to cover
the actual future costs.

The mortality undertaking provided by HL under the contracts, assuming the
selection of one of the forms of life annuities, is to make monthly Annuity
payments (determined in accordance with the annuity tables and other
provisions contained in the contract) to Contract Owners on Annuitants'
Accounts regardless of how long all Annuitants may live and regardless of how
long all Annuitants as a group may live. This undertaking assures a Contract
Owner that neither the longevity of an Annuitant nor an improvement in life
expectancy will have any adverse effect on the monthly Annuity payments the
Employee will receive under the contract. It thus relieves the Contract
Owner from the risk that Participants in the Plan will outlive the funds
accumulated. The mortality undertaking is based on HL's present actuarial
determination of expected mortality rates among all Annuitants.

If actual experience among Annuitants deviates from HL's actuarial
determination of expected mortality rates among Annuitants because, as a
group, their longevity is longer than anticipated, HL must provide amounts
from its general funds to fulfill its contract obligations. In that event, a
loss will fall on HL. Conversely, if longevity among Annuitants is lower
than anticipated, a gain will result to HL. HL also assumes the liability
for payment of the Minimum Death Benefit provided under the contract.

The administrative undertaking provided by HL assures the Contract Owner that
administration will be provided throughout the entire life of the contract.

For assuming these risks HL presently charges 1.10% (.70% for mortality, .15%
for expense and .25% for administrative undertakings) of the average daily
net assets of DC-I and 1.25% (.85% for mortality, .15% for expense and .25%
for administrative undertakings) of the average daily net assets of DC-II, as
appropriate. The rate charged for the expense, mortality and administrative
undertakings under the contracts may be reduced (see "Experience Rating of
Contracts", page ___). The rate charged for the expense, mortality and
administrative undertakings may be periodically increased by HL subject to a
maximum annual rate of 2.00%, provided, however, that no such increase will
occur unless the Commission shall have first approved such increase.

Under a Contract issued to Hartford Fire Insurance Company (the ultimate
parent company of HL) as custodian for the Hartford Insurance Group ("The
Hartford") Employer Sponsored Individual Retirement Account, no deduction for
mortality and expense charges are made against the assets of the Separate
Account. A deduction of 0.15% is made under this contract for administrative
undertakings. All costs of the mortality and expense undertakings and the
reduction in charges for the administrative undertakings are being assumed by
The Hartford since the plan is limited to employees of The Hartford and is in
the nature of an additional employee benefit for its Employees. In
calculating the Accumulation and Annuity Unit prices with respect to DC-II,
no deduction will be made for such mortality and expense undertakings on this
contract but the deduction of 0.15% for administrative undertakings will be
made. Separate Accumulation and Annuity Unit prices are maintained with
respect to Hartford and non-Hartford contracts. The expense of maintaining
separate unit prices is borne solely by The Hartford. Provision of this
benefit for Hartford employees in no way affects present or future charges,
rights, benefits or contract values of other Contract Owners.

<PAGE>

-27-

Are there any other administrative charges?

There may be an Annual Contract Fee deduction from the value of each
Participant's Individual Account under the contracts. The maximum Annual
Contract Fee is $25 per year but may be reduced or waived (see "Experience
Rating of Contracts", page ___).

The Annual Contract Fee will be deducted from the value of each such Account
on the last business day of each Participant's Contract Year provided,
however, that if the value of a Participant's Individual Account is redeemed
in full at any time before the last business day of the Participant's
Contract Year, then the Annual Contract Fee charge will be deducted from the
proceeds of such redemption. No deduction for the Annual Contract Fee will
be made during the Annuity Period under the contracts.

In the event that the contract contains a General Account option or the
contract is issued in conjunction with a separate HL General Account
contract, the Annual Contract Fee as described above will be charged against
DC-I or DC-II (as applicable) and the General Account contract or option on a
pro rata basis.

Experience Rating of Contracts

Certain of the charges and fees described in this Prospectus may be reduced
("experience rated") for contracts depending on the total number of
Participants, the total of all Participants' Individual Accounts and/or
anticipated present or future expense levels. HL, in its discretion, may
experience rate a contract (either prospectively or retrospectively) by: (1)
reducing the amount or term of any applicable contingent deferred sales
charge, (2) reducing the amount of, or waiving the Annual Contract Fee, (3)
reducing the Transfer Fee, (4) reducing the mortality and expense risk
charge, or (5) by any combination of the above. Reductions in these charges
will not be unfairly discriminatory against any person, including the
affected Contract Owners/Participants funded by the Separate Account.
Experience rating credits have been given on certain cases.

How much are the deductions for Premium Taxes on these contracts?

A deduction is also made for Premium Taxes, if applicable, imposed by a state
or other governmental entity. Certain states impose a Premium Tax, ranging
up to 4.00%. On any contract subject to Premium Taxes, HL will pay the taxes
when imposed by the applicable taxing authorities. HL, at its sole
discretion, will deduct the taxes from Contributions when received, from the
proceeds at surrender, or from the amount applied to effect an Annuity at the
time Annuity payments commence.

Are there any other deductions?

Re-allocation of monies between or among Sub-Accounts under the contracts may
be subject to a $5.00 charge for each such transfer (see "Experience Rating
of Contracts", page ___).

HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS

What is HL?

HL was originally incorporated under the laws of Massachusetts on June 5,
1902. It was subsequently redomiciled to Connecticut. It is a stock life
insurance company engaged in the business of writing health and life
insurance, both ordinary and group, in all states of the United States and
the District of Columbia. The offices of HL are located in Simsbury,
Connecticut; however, its mailing address is P.O. Box 2999, Hartford, CT
06104-2999. HL is ultimately 100% owned by Hartford Fire Insurance Company,
one of the largest multiple lines insurance carriers in the United States.
Hartford Fire Insurance Company is a subsidiary of ITT Corporation. HL has
an A++ (superior) rating from A.M. Best and Company, Inc. on the basis of its
financial soundness and operating performance, the highest ratings provided
by this service. HL has an AA+ rating from Standard & Poor's and Duff and
Phelps highest (AAA) rating on the basis of its claims paying ability.

<PAGE>

-28-

These ratings do not apply to the performance of the Separate Account.
However, the contractual obligations under this variable annuity are the
general corporate obligations of HL. These ratings do apply to HL's ability
to meet its insurance obligations under the contract.

What are the Funds?

Hartford Stock Fund, Inc. was organized on March 11, 1976. The Hartford
Socially Responsive Fund is a series of the Acacia Capital Corporation, which
was incorporated on September 27, 1982. Hartford Advisers Fund, Inc.,
Hartford Bond Fund, Inc., Hartford U.S. Government Money Market Fund, Inc.,
and HVA Money Market Fund, Inc., were all organized on December 1, 1982.
Hartford Index Fund, Inc. was organized on May 16, 1983. Hartford Capital
Appreciation Fund, Inc. was organized on September 20, 1983. Hartford
Mortgage Securities Fund, Inc. was organized on October 5, 1984. Hartford
International Opportunities Fund, Inc. was organized on January 25, 1990.
Hartford Dividend and Growth Fund, Inc. was organized on March 16, 1994.
All of the Funds were incorporated under the laws of the State of Maryland
and are collectively referred to as the "Funds."

The investment objectives of each of the Funds are as follows:

HARTFORD ADVISERS FUND, INC.

To achieve maximum long term total rate of return consistent with prudent
investment risk by investing in common stock and other equity securities,
bonds and other debt securities, and money market instruments. The
investment adviser will vary the investments of the Fund among equity and
debt securities and money market instruments depending upon its analysis of
market trends. Total rate of return consists of current income, including
dividends, interest and discount accruals and capital appreciation.

HARTFORD CAPITAL APPRECIATION FUND, INC.

To achieve growth of capital by investing in securities selected solely on
the basis of potential for capital appreciation; income, if any, is an
incidental consideration.

HARTFORD BOND FUND, INC.

To achieve maximum current income consistent with preservation of capital by
investing primarily in fixed-income securities.

HARTFORD DIVIDEND AND GROWTH FUND, INC.

To seek a high level of current income consistent with growth of capital and
reasonable investment risk.

HARTFORD INDEX FUND, INC.

To provide investment results that correspond to the price and yield
performance of publicly-traded common stocks in the aggregate, as represented
by the Standard & Poor's 500 Composite Stock Price Index (the "Index"). The
Fund is neither sponsored by, nor affiliated with, Standard & Poor's
Corporation.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.

To achieve long-term total return consistent with prudent investment risk
through investment primarily in equity securities issued by foreign
companies.

<PAGE>

-29-

HARTFORD MORTGAGE SECURITIES FUND, INC.

To achieve maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related
securities, including securities issued by the Government National Mortgage
Association ("GNMA").

HARTFORD SOCIALLY RESPONSIVE FUND (CALVERT SOCIALLY RESPONSIBLE SERIES, ACACIA
CAPITAL CORPORATION)

To seek growth of capital through investments in enterprises which make a
significant contribution to society through products and services and through
the way they do business.

HARTFORD STOCK FUND, INC.

To achieve long-term capital growth primarily through capital appreciation,
with income a secondary consideration, by investing in equity-type
securities.

HARTFORD U.S. GOVERNMENT MONEY MARKET FUND, INC.

To achieve maximum current income consistent with preservation of capital by
investing in short-term, marketable obligations issued or guaranteed by the
United States Government or by agencies or instrumentalities of the United
States Government whether or not they are guaranteed by the full faith and
credit of the federal government.

HVA MONEY MARKET FUND, INC.

To achieve maximum current income consistent with liquidity and preservation
of capital by investing in money market securities.

All Funds

The Funds are available only to serve as the underlying investment for the
variable annuity and variable life insurance contracts issued by HL.

It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Funds simultaneously. Although HL and the Funds do not
currently foresee any such disadvantages either to variable annuity Contract
Owners or to variable life insurance Policy Owners, the Funds' Board of
Directors intends to monitor events in order to identify any material
conflicts between such Contract Owners and Policy Owners and to determine
what action, if any, should be taken in response thereto. If the Board of
Directors of the Funds were to conclude that separate funds should be
established for variable life and variable annuity separate accounts, the
variable annuity Contract Owners would not bear any expenses attendant to the
establishment of such separate funds, but variable annuity Contract Owners
and variable life insurance Policy Owners would no longer have the economics
of scale resulting from a larger combined fund.

Shares of Hartford Socially Responsive Fund, a series of Acacia Capital
Corporation which is unaffiliated with HL, are offered to other unaffiliated
separate accounts. HL and the Board of Trustees of Acacia Capital
Corporation intend to monitor events to identify any material irreconcilable
conflicts which may arise and to determine what action, if any, should be
taken in response thereto.

<PAGE>

-30-

requires notification to you of any such substitution and approval of the
Securities and Exchange Commission. HL also reserves the right, subject to
compliance with the law to offer additional Funds with differing investment
objectives.

The U.S. Government Money Market Fund and Advisers Fund Sub-Accounts were not
available under contracts issued prior to May 2, 1983. The Capital
Appreciation Fund Sub-Account was not available under contracts issued prior
to May 1, 1984. The Mortgage Securities Fund Sub-Account was not available
under contracts issued prior to January 15, 1985. The Index Fund Sub-Account
was not available under contracts issued prior to May 1, 1987. The Dividend
and Growth Fund was not available under Contracts issued prior to May 1, 1995.
Funds not available prior to the issue date of a contract may be requested in
writing by the Contract Owner.

The Hartford Investment Management Company ("HIMCO") has been serving as
investment manager or adviser to each of the Funds. In addition, Wellington
Management Company ("Wellington") has served as sub-investment adviser to
certain of the Funds since August 1984.

HIMCO serves as investment manager for Hartford Capital Appreciation, Hartford
Capital Appreciation, Hartford Dividend and Growth, Hartford International
Opportunities and Hartford Stock Funds pursuant to an Investment Management
Agreement between each. Wellington serves as sub-investment adviser to each
of these funds pursuant to a Sub-Investment Advisory Agreement between
Wellington and HIMCO on behalf of each fund.

HIMCO serves as the investment adviser to Hartford Bond, Hartford Index,
Hartford Mortgage Securities, Hartford U.S. Government Money Market and HVA
Money Market Funds pursuant to an Investment Advisory Agreement between these
funds and HIMCO.

The Calvert Asset Management Company serves as investment adviser and United
States Trust Company of Boston serves as sub-investment adviser to Hartford
Socially Responsive Fund.

A full description of the Funds, their investment policies and restrictions,
risks, charges and expenses and all other aspects of their operations is
contained in the accompanying Funds' Prospectus which should be read in
conjunction with this Prospectus before investing, and in the Funds'
Statement of Additional Information which may be ordered from HL.

Does HL have any interest in the Funds?

At December 31, 1994, certain HL group pension contracts held direct interest
in shares as follows:

Percent of
Shares Total Shares
------ ------------
Hartford Advisers Fund, Inc. 10,709,364 0.56%
Hartford Capital Appreciation Fund, Inc. 5,313,800 1.31%
Hartford Index Fund, Inc. 9,462,900 9.14%
Hartford International Opportunities Fund, Inc. 5,547,408 1.16%
Hartford Mortgage Securities Fund, Inc. 16,249,689 5.26%
Hartford Stock Fund, Inc. 65,899 0.02%

<PAGE>

-31-

FEDERAL TAX CONSIDERATIONS

What are some of the federal tax consequences which affect these contracts?

A. General

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN
UNDER WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED
BY A PERSON, EMPLOYER OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A
CONTRACT DESCRIBED HEREIN.

It should be understood that any detailed description of the federal income
tax consequences regarding the purchase of these contracts cannot be made
in this Prospectus and that special tax rules may be applicable with
respect to certain purchase situations not discussed herein. For detailed
information, a qualified tax adviser should always be consulted. This
discussion is based on HL's understanding of current federal income tax
laws as they are currently interpreted.

B. HL and DC-I and DC-II

DC-I is not taxed as a part of HL. The taxation of DC-I is governed by
Subchapter M of Chapter 1 of the Internal Revenue Code pursuant to an IRS
Private Letter Ruling issued with respect to DC-I. By distributing
substantially all of the net income and realized capital gains of DC-I to
Contract Owners no federal income tax liability will be incurred by DC-I on
the income and gain so distributed. While HL has no reason to believe that
the above referenced Private Letter Ruling will ever be withdrawn by the
IRS, in the event that it is, the taxation of DC-I and DC-II would be
identical from the effective date of any such withdrawal.

DC-II is taxed as part of HL which is taxed as a life insurance company in
accordance with the Internal Revenue Code. Accordingly, DC-II will not be
taxed as a "regulated investment company" under Subchapter M of the Code.
Investment income and any realized capital gains on the assets of DC-II are
reinvested and are taken into account in determining the value of the
Accumulation and Annuity Units. (See "How is the Accumulation Unit value
determined?" commencing on page ___.) As a result, such investment income
and realized capital gains are automatically applied to increase reserves
under the contract.

No taxes are due on interest, dividends and short-term or long-term capital
gains earned by DC-II with respect to qualified or non-qualified contracts.

C. Information Regarding Tax Qualified Plans

THE TAX REFORM ACT OF 1986 AND THE TECHNICAL AND MISCELLANEOUS REVENUE ACT
OF 1988 HAVE MADE SUBSTANTIAL CHANGES TO QUALIFIED PLANS. YOU SHOULD
CONSULT YOUR TAX ADVISER TO FULLY ADDRESS ALL CHANGES OCCURRING AS A RESULT
OF THE TAX REFORM ACT AND THEIR EFFECT ON QUALIFIED PLANS.

1. Contributions

a. Pension, Profit-Sharing and Simplified Employee Pension Plans

Contributions to pension or profit-sharing plans (described in
Section 401(a) and 401(k), if applicable, and exempt from
taxation under Section 501(a) of the Code), and Simplified

<PAGE>

-32-

Employee Pension Plans (described in Section 408(k)), which do
not exceed certain limitations prescribed in the Code are fully
tax-deductible to the employer. Such contributions are not
currently taxable to the covered employees, and increases in the
value of contracts purchased with such contributions are not
subject to taxation until received by the covered employees or
their Beneficiaries in the form of Annuity payments or other
distributions.

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

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

c. Deferred Compensation Plans for Tax-Exempt Organizations and
State and Local Governments

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

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

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

Individuals may contribute and deduct the lesser of $2,000 or 100
percent of their compensation to an IRA. In the case of a
spousal IRA, the maximum deduction is the lesser of $2,250 or 100
percent of compensation. The deduction for contributions is
phased out between $40,000 and $50,000 of adjusted gross income
(AGI) for a married individual (and between $25,000 and $35,000
for single individuals) if either the individual or his or her
spouse is an active Participant in any Section 401(a), 403(a),
403(b) or 408(k) plan regardless of whether the individual's
interest is vested.

To the extent deductible contributions are not allowed,
individuals may make designated non-deductible contributions to
an IRA, subject to the above limits.

<PAGE>

-33-

2. Distributions

a. Pension and Profit-Sharing Plans, Tax-Sheltered Annuities,
Individual Retirement Annuities.

Annuity payments made under the contracts are taxable under
Section 72 of the Code as ordinary income, in the year of receipt,
to the extent that they exceed the "excludable amount." The
investment in the contract is normally the aggregate amount of the
contributions made by or on behalf of an employee which were
included as a part of his taxable income and not deducted. Thus,
annual contributions deducted for an IRA are not included in the
investment in the contract. The employee's investment in the
contract is divided by the expected number of payments to be made
under the contract. The amount so computed constitutes the
"excludable amount," which is the amount of each annuity payment
considered a return of investment in each year and, therefore, not
taxable. Once the employee's investment in the contract is
recouped, the full amount of each payment will be fully taxable.
If the employee dies prior to recouping his or her investment in
the contract, a deduction is allowed for the last taxable year.
The rules for determining the excludable amount are contained in
Section 72 of the Code.

Generally, distributions or withdrawals prior to age 59 1/2 may be
subject to an additional income tax of 10% of the amount
includable in income. This additional tax does not apply to
distributions made after the employee's death, on account of
disability, and distributions in the form of a life annuity and,
except in the case of an IRA, certain distributions after
separation from service at or after age 55 and certain
distributions for eligible medical expenses. A life annuity is
defined as a scheduled series of substantially equal periodic
payments for the life or life expectancy of the Participant (or
the joint lives or life expectancies of the Participant and
Beneficiary).

The taxation of withdrawals and other distributions varies
depending on the type of distribution and the type of plan from
which the distribution is made. With respect to the tax-deferred
annuity contracts under Section 403(b), contributions to the
contract made after December 31, 1988 and any increases in cash
values after that date may not be distributed prior to attaining
age 59 1/2, separation from service, death or disability.
Contributions (but not earnings) made after December 31, 1988 may
also be distributed by reason of financial hardship.

Generally, in order to avoid a penalty tax, annuity payments,
periodic payments or annual distributions MUST commence by April 1
of the calendar year following the year in which the Participant
attains age 70 1/2 or, in the case of the plans of state and local
government, April 1 of year Participant retires. Minimum
distributions under Section 457 Deferred Compensation Plans may be
further deferred if the Participant remains employed. The entire
interest of the Participant must be distributed beginning no later
than this required beginning date over a period which may not
extend beyond a maximum of the lives or life expectancies of the
Participant and a designated Beneficiary. Each annual
distribution must equal or exceed a "minimum distribution amount"
which is determined by dividing the entire account balance as of
the close of business on the last day of the previous calendar
year by the applicable life expectancy. With respect to a Section
403(b) plan, this account balance is based on earnings and
contributions after December 31, 1986. In addition, minimum
distribution incidental benefit rules may require a larger annual
distribution based upon dividing the entire account balance as of
the close of business on the last day of the previous calendar
year by a factor promulgated by the Internal Revenue Service which
ranges from 26.2 (at age 70) to 1.8 (at age 115). Special rules
apply to require that distributions be made to Beneficiaries after
the death of the Participant. A penalty tax of up to 50% of the
amount which should be distributed may be imposed by the Internal
Revenue Service for failure to make such distribution.

<PAGE>

-34-

b. Deferred Compensation Plans for Tax-Exempt Organizations and State
and Local Governments

Generally, in order to avoid a penalty tax, annuity payments,
periodic payments or annual distributions MUST commence by April 1
of the calendar year following the year in which the Participant
attains age 70 1/2. Minimum distributions under Section 457
Deferred Compensation Plan may be further deferred if the
Participant remains employed. The entire interest of the
Participant must be distributed beginning no later than this
required beginning date over a period which may not extend beyond
a maximum of the life expectancy of the Participant and a
designated Beneficiary. Each annual distribution must equal or
exceed a "minimum distribution amount" which is determined by
dividing the account balance by the applicable life expectancy.
This account balance is generally based upon the account value as
of the close of business on the last day of the previous calendar
year. In addition, minimum distribution incidental benefit rules
may require a larger annual distribution based upon dividing the
account balance by a factor promulgated by the Internal Revenue
Service which ranges from 26.2 (at age 70) to 1.8 (at age 115).
Special rules apply to require that distributions be made to
Beneficiaries after the death of the Participant. A penalty tax
of up to 50% of the amount which should be distributed may be
imposed by the Internal Revenue Service for failure to make a
distribution.

If the Contract Owner is a Section 457 plan, certain distributions
are required to be made upon the death of a Participant. In the
event of the death of a Participant prior to the Annuity
Commencement Date, the entire interest in the Participant's
contract must be distributed within 5 years after the
Participant's death and in the event of the Participant's death
which occurs on or after the Annuity Commencement Date, any
remaining interest in the Contract must be paid at least as
rapidly as under the method of distribution in effect at the time
of death; except that if the benefit is payable over a period not
extending beyond the life expectancy of the beneficiary or over
the life of the beneficiary, such distribution must commence
within one year of the date of death.

Upon receipt of any monies pursuant to the terms of a Deferred
Compensation Plan for a tax-exempt organization, state or local
government under Section 457 of the Code, such monies are taxable
to such employer as ordinary income in the year in which it is
received.

D. Federal Income Tax Withholding

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

1. Eligible Rollover Distributions

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

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

- the non-taxable portion of the distribution;

<PAGE>

-35-

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

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

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

2. Non-Eligible Rollover Distribution

a. Non-Periodic Distributions

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

b. Periodic Distributions (distributions payable over a period
greater than one year)

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

E. Any distribution from plans described in Section 457 of the Internal
Revenue Code is subject to the regular wage withholding rules.

F. Diversification Requirements

Section 817 of the Code provides that a variable annuity contract (other
than a pension plan contract) will not be treated as an annuity for any
period during which the investments made by the separate account or
underlying fund are not adequately diversified in accordance with
regulations prescribed by the Treasury. If a contract is not treated as
an annuity, the Contract Owner will be subject to income tax on the
annual increases in cash value. The Treasury has issued diversification
regulations which, among other things, require that no more than 55% of
the assets of mutual funds (such as the HL mutual funds) underlying a
variable annuity contract, be invested in any one investment. In
determining whether the diversification standards are met, each United
States Government Agency or instrumentality shall be treated as a
separate issuer. If the diversification standards are not met,
non-pension Contract Owners will be subject to current tax on the
increase in cash value in the contract.

G. Non-Natural Persons, Corporations

The annual increase in the value of the contract is currently includable
in gross income of a non-natural person. There is an exception for
annuities held by structured settlement companies and annuities held by
an employer with respect to a terminated pension plan. A non-natural
person which is a tax-exempt entity for federal tax purposes will not be
subject to income tax as a result of this provision.

<PAGE>

-36-

MISCELLANEOUS

What are my voting rights?

HL shall notify the Contract Owner of any Fund shareholders' meeting if the
shares held for the Contract Owner's accounts may be voted at such
meetings. HL shall also send proxy materials and a form of instruction by
means of which the Contract Owner can instruct HL with respect to the
voting of the Fund shares held for the Contract Owner's account. In
connection with the voting of Fund shares held by it, HL shall arrange for
the handling and tallying of proxies received from Contract Owners. HL as
such, shall have no right, except as hereinafter provided, to vote any Fund
shares held by it hereunder which may be registered in its name or the
names of its nominees. HL will, however, vote the Fund shares held by it
in accordance with the instructions received from the Contract Owners for
whose accounts the Fund shares are held. If a Contract Owner desires to
attend any meeting at which shares held for the Contract Owner's benefit
may be voted, the Contract Owner may request HL to furnish a proxy or
otherwise arrange for the exercise of voting rights with respect to the
Fund shares held for such Contract Owner's account. In the event that the
Contract Owner gives no instructions or leaves the manner of voting
discretionary, HL will vote such shares, including any of its own shares,
of the appropriate Fund in the same proportion as shares of that Fund for
which instructions have been received.

Every Participant under a contract issued with respect to DC-II who has a
full (100%) vested interest under a group contract, shall receive proxy
material and a form of instruction by means of which Participants may
instruct the Contract Owner with respect to the number of votes
attributable to his individual participation under a group contract.

A Contract Owner or Participant, as appropriate, is entitled to one full or
fractional vote for each full or fractional Accumulation or Annuity Unit
owned. The Contract Owner has voting rights throughout the life of the
contract. The vested Participant has voting rights for as long as
participation in the contract continues. Voting rights attach only to
Separate Account interests.

During the Annuity period under a contract the number of votes will
decrease as the assets held to fund Annuity benefits decrease.

Will other contracts be participating in the Separate Accounts?

In addition to the contracts described in this Prospectus, it is
contemplated that other forms of group or individual annuities may be sold
providing benefits which vary in accordance with the investment experience
of the Separate Accounts.

How are the contracts sold?

Hartford Equity Sales Company, Inc. ("HESCO") currently serves as Principal
Underwriter for the securities issued with respect to the Separate Account.
Hartford Securities Distribution Company, Inc. ("HSD") will replace HESCO as
principal underwriter upon approval by the Commission, the National
Association of Securities Dealers, Inc. ("NASD") and applicable state
regulatory authorities.

Both HESCO and HSD are wholly-owned subsidiaries of Hartford Life Insurance
Company. The principal business address of HESCO and HSD is the same as
Hartford Life Insurance Company.

The securities will be sold by salespersons of HESCO, and subsequently, HSD,
who represent HL as insurance and Variable Annuity agents and who are
registered representatives or Broker-Dealers who have entered into
distribution agreements with HESCO, and subsequently HSD.

<PAGE>

-37-

HESCO is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the NASD. HSD will be registered
with the Commission under the Securities Exchange Act of 1934 as a Broker-
Dealer and will become a member of the NASD.

Compensation will be paid by HL to registered representatives for the sale of
contracts up to a maximum of 5% of initial Contributions and .50% on all
subsequent Contributions. Sales compensation may be reduced.

Who is the custodian of the Separate Accounts' assets?

HL is the custodian of the Separate Accounts' assets.

Are there any material legal proceedings affecting the Separate Accounts?

No.

Are you relying on any experts as to any portion of this Prospectus?

The financial statements and 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 accounting and auditing.

How may I get additional information?

Inquiries will be answered by calling your representative or by writing:

Hartford Life Insurance Company
Attn: RPVA Administration
P.O. Box 2999
Hartford, CT 06104-2999

<PAGE>

-38-

APPENDIX

ACCUMULATION PERIOD UNDER PRIOR GROUP CONTRACTS

Such contracts are no longer being issued. Contract Owners may continue to make
Contributions to the contracts subject to the following charges.

A. DEDUCTIONS UNDER THE PRIOR GROUP CONTRACTS FOR SALES EXPENSES, THE MINIMUM
DEATH BENEFIT GUARANTEE AND ANY APPLICABLE PREMIUM TAXES.

Contributions made to a Participant's Individual Account pursuant to the terms
of the prior contracts are subject to the following deductions:

Deductions Portion Representing

Aggregate Contribution Minimum Total as %
Amount to the Total Sales Death of Net
Sub Accounts* Invested Deduction Expenses Benefit Amount
---------------------- --------- -------- --------- ----------
<S> <C> <C> <C> <C>
On the first $2,500. . . . . 7.00% 6.25% .75% 7.53%
On the next $47,500. . . . . . 3.50% 2.75% .75% 3.63%
On the next $50,000. . . . . . 2.00% 1.25% .75% 2.04%
On the excess over $100,000. . 1.00% .25% .75% 1.01%
<FN>
* This illustration does not assume the payment of any Premium Taxes.
</TABLE>

Under the schedule of deductions shown above, all amounts contributed on behalf
of a Participants Individual Account to the Bond Fund and Stock Fund
Sub-Accounts are aggregated to determine if a particular level of deductions has
been reached. Thus, if a Contribution has been made on behalf of a
Participant's Account in the amount of $100 and total Contributions of $2,450
have already been made on his or her behalf, the first $50 of the payment will
be subject to a deduction of 7.00% and the remainder to a percentage of 3.50%.

Notwithstanding the above, on variable only contracts and on combination fixed
and/or variable contracts where the annualized stipulated purchase payments or
Contributions with respect to all Participants shall equal or approximate
$250,000 at the end of the second anniversary of the contract, the sales and
minimum death benefits deduction on the aggregate Contributions up to and
including $2,500 with respect to each Participant shall be at the rate of 5%
rather than 7%.

HL reserves the right to limit any increase in the Contributions made to a
Participant's Individual Account to not more than three times the total
Contributions made on behalf of such Participant during the initial 12
consecutive months of the Account's existence under the contract of the present
guaranteed deduction rates. Increases in excess of those described will be
accepted only with the consent of HL and subject to the then current deductions
being made for sales charges, the Minimum Death Benefit guarantee and mortality
and expense undertaking.

Each contract provides for experience rating of the deduction for sales expenses
and/or the Annual Contract Fee. In order to experience rate a contract, actual
sales costs applicable to a particular contract are determined. If the costs
exceed the amounts deducted for such expenses, no additional deduction will be
made. If however, the amounts deducted for such expenses exceed actual costs,
HL, in its discretion, may allocate all, a portion, or none of such excess as an
experience rating credit. If such an allocation is made, the experience credit
will be made as

<PAGE>

-39-

considered appropriate: (1) by a reduction in the amount deducted from
subsequent contributions for sales expenses; (2) by the crediting of a number of
additional Accumulation Units or by Annuity Units, as applicable, without
deduction of any sales or other expenses therefrom; (3) or by waiver of the
Annual Contract Fees or by a combination of the above. To date experience
rating credits have been provided on certain cases.

B. DEDUCTIONS FOR MORTALITY AND EXPENSE ADMINISTRATIVE UNDERTAKINGS, ANNUAL
CONTRACT FEE AND PREMIUM TAXES

1. MORTALITY AND EXPENSE UNDERTAKINGS

Although variable annuity payments made under the contracts will vary in
accordance with the investment performance of the Fund shares, the payments will
not be affected by (a) HL's actual expenses, if greater than the deductions
provided for in the contracts, or (b) HL's actual mortality experience among
Annuitants after retirement because of the expense and mortality undertakings by
HL.

In providing an expense undertaking, HL assumes the risk that the deductions for
sales expenses, the Annual Contract Fee and the Minimum Death Benefit during the
Accumulation Period may be insufficient to cover the actual costs of providing
such items.

The mortality undertaking provided by HL under the contracts, assuming the
selection of one of the forms of life annuities, is to make monthly annuity
payments (determined in accordance with the annuity tables and other provisions
contained in the contract) to Contract Owners or Annuitant's Accounts regardless
of how long an Annuitant may live and regardless of how long all Annuitants as a
group may live. This undertaking assures a Contract Owner that neither the
longevity of an Annuitant nor an improvement in life expectancy will have any
adverse effect on the monthly annuity payments the Employees will receive under
the contract. It thus relieves the Contract Owner from the risk that
Participants in the Plan will outlive the funds accumulated.

The mortality undertaking is based on HL's actuarial determination of expected
mortality rates among all Annuitants. If actual experience among Annuitants
deviates from HL's actuarial determination of expected mortality rates among
Annuitants because, as a group, their longevity is longer than anticipated, HL
must provide amounts from its general funds to fulfill its contract obligations.
In that event, a loss will fall on HL. Conversely, if longevity among
Annuitants is lower than anticipated, a gain will result to HL.

For assuming these risks HL makes a minimum daily charge against the value of
the average daily assets held under DC-I and DC-II, as appropriate, of 1.25%
with respect to the Bond Fund, Stock Fund and Money Market Fund Sub-Accounts
where available, on an annual basis. This rate may be periodically increased by
HL subject to a maximum annual rate of 2.00%.

However, no increase will occur unless the Securities and Exchange Commission
first approves this increase.

ANNUAL CONTRACT FEE

There will be an Annual Contract Fee deduction in the amount of $10.00 from the
value of each such Participant's Individual Account under the contracts, except
as set forth below.

This fee will be deducted from the value of each such account on the last
business day of each calendar year; provided, however, that if the value of a
Participant's Individual Account is redeemed in full at any time before the last
business day of the year, then the Annual Contract Fee charge will be deducted
from the proceeds of such redemption. No Contract fee deduction will be made
during the Annuity Payment period under the contracts.

<PAGE>

-40-

3. PREMIUM TAXES

A deduction is also made for Premium Taxes, if applicable. On any contract
subject to Premium Taxes, the tax will be deducted from Contributions when
received, from the proceeds at surrender, or from the amount applied to effect
an annuity at the time annuity payments commence.

<PAGE>

-41-

TABLE OF CONTENTS
FOR
STATEMENT OF ADDITIONAL INFORMATION

SECTION PAGE
- - ------- ----
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY . . . . . . .

SAFEKEEPING OF ASSETS. . . . . . . . . . . . . . . . . . . .

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . .

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

ANNUITY PERIOD . . . . . . . . . . . . . . . . . . . . . . .

A. Annuity Payments. . . . . . . . . . . . . . . . . . .

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

C. Optional Annuity Forms. . . . . . . . . . . . . . . .

OPTION 1: Life Annuity . . . . . . . . . . . . . . . .

OPTION 2: Life Annuity With 120, 180 or 240 Monthly
Payments Certain. . . . . . . . . . . . . . . . . . .

OPTION 3: Unit Refund Life Annuity . . . . . . . . . .

OPTION 4: Joint and Last Survivor Annuity. . . . . . .

OPTION 5: Payments for a Designated Period . . . . . .

CALCULATION OF YIELD AND RETURN. . . . . . . . . . . . . . .

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . .

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . .

<PAGE>

-3-

HARTFORD LIFE INSURANCE COMPANY
MASTER GROUP VARIABLE ANNUITY CONTRACTS WITH RESPECT TO DC-I AND DC-II

The variable annuity contracts (hereinafter the "contract" or "contracts" or
"Master Contracts") described in this Prospectus are issued by Hartford Life
Insurance Company ("HL"). The contracts provide for both an Accumulation Period
and an Annuity Period.

On contracts issued in conjunction with a Qualified Plan of an employer, all
variable account Contributions during both the Accumulation Period and Annuity
Period are held in DC-II.

The following Sub-Accounts are available under the contracts. Opposite each
Sub-Account is the name of the underlying investment for that Account.

Advisers Fund Sub-Account - shares of Hartford Advisers Fund,
Inc.("Advisers Fund")

Capital Appreciation Fund - shares of Hartford Capital Appreciation
Sub-Account Fund, Inc. ("Capital Appreciation Fund")
(formerly Hartford Aggressive Growth
Fund, Inc.)

Bond Fund Sub-Account - shares of Hartford Bond Fund, Inc. ("Bond
Fund")

Dividend and Growth Fund - shares of Hartford Dividend and Growth
Sub-Account Fund, Inc. ("Dividend and Growth Fund")

Index Fund Sub-Account - shares of Hartford Index Fund, Inc.
("Index Fund")

International Opportunities - shares of Hartford International
Fund Sub- Account Opportunities Fund, Inc. ("International
Opportunities Fund")

Money Market Fund - shares of HVA Money Market Fund, Inc.
Sub-Account ("Money Market Fund")

Mortgage Securities - shares of Hartford Mortgage Securities
Fund Sub-Account Fund, Inc. ("Mortgage Securities Fund")

Socially Responsive Fund - shares of the Hartford Socially Responsive
Sub-Account Fund, which is the Calvert Socially
Responsible Series of Acacia Capital
Corporation ("Socially Responsive Fund")

<PAGE>

-4-

Stock Fund Sub-Account - shares of Hartford Stock Fund, Inc.("Stock
Fund")

U.S. Government Money Market - shares of Hartford U.S. Government Money
Fund Sub-Account Market Fund, Inc. ("U.S. Government Money
Market Fund")

This Prospectus sets forth the information concerning the Separate Account that
investors ought to know before investing. This Prospectus should be kept for
future reference. Additional information about the Separate Account has been
filed with the Securities and Exchange Commission and is available without
charge upon request. To obtain the Statement of Additional Information send a
written request to Hartford Life Insurance Company, Attn: RPVA Administration,
P.O. Box 2999, Hartford, CT 06104-2999. The Table of Contents for the
Statement of Additional Information may be found on page _____ of this
Prospectus. The Statement of Additional Information is incorporated by
reference to this Prospectus.

- - -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
- - -------------------------------------------------------------------------------
THIS PROSPECTUS IS NOT VALID UNLESS ATTACHED TO THE CURRENT PROSPECTUS OF THE
APPLICABLE ELIGIBLE FUNDS LISTED ABOVE WHICH CONTAINS A FULL DESCRIPTION OF
THOSE FUNDS. INVESTORS ARE ADVISED TO RETAIN THESE PROSPECTUSES FOR FUTURE
REFERENCE.
- - -------------------------------------------------------------------------------

Prospectus Dated: May 1, 1995
Statement of Additional Information Dated: May 1, 1995

<PAGE>

-5-

TABLE OF CONTENTS

SECTION PAGE
- - ------- ----

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

SUMMARY (INCLUDING EXPENSE TABLE). . . . . . . . . . . . . . . . . . .

ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . . . . . . . . . .

PERFORMANCE RELATED INFORMATION. . . . . . . . . . . . . . . . . . . .

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

THE DC-I AND DC-II CONTRACT AND
SEPARATE ACCOUNT DC-I AND SEPARATE ACCOUNT TWO (DC-II) . . . . . . . .

What are the DC-I and DC-II contracts?. . . . . . . . . . . . . . .

Who can buy these contracts?. . . . . . . . . . . . . . . . . . . .

What are the Separate Accounts and how do they operate? . . . . . .

OPERATION OF THE CONTRACT. . . . . . . . . . . . . . . . . . . . . . .

How are Contributions credited? . . . . . . . . . . . . . . . . . .

May I make changes in the amounts of my Contributions?. . . . . . .

May I transfer assets between Sub-Accounts? . . . . . . . . . . . .

What happens if the Contract Owner fails to make Contributions? . .

May I assign or transfer the contract?. . . . . . . . . . . . . . .

How do I know what my account is worth? . . . . . . . . . . . . . .

How is the Accumulation Unit value determined?. . . . . . . . . . .

How are the underlying Fund shares valued?. . . . . . . . . . . . .

PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . .

What would my Beneficiary receive as death proceeds?. . . . . . . .

How can a contract be redeemed or surrendered?. . . . . . . . . . .

Can payment of the redemption or surrender value ever be postponed
beyond the seven day period?. . . . . . . . . . . . . . . . . . . .

May I surrender once Annuity payments have started? . . . . . . . .

Are there differences in the contract related to the type of plan
in which the Participant is enrolled? . . . . . . . . . . . . . . .

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Can a contract be suspended by a Contract Owner?. . . . . . . . . .

How do I elect an Annuity Commencement Date and Form of Annuity?. .

What is the minimum amount that I may select for an Annuity
payment?. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

How are Contributions made to establish my Annuity account? . . . .

What are the available Annuity options under the contracts? . . . .

How are Variable Annuity payments determined? . . . . . . . . . . .

Can a contract be modified? . . . . . . . . . . . . . . . . . . . .

CHARGES UNDER THE CONTRACT . . . . . . . . . . . . . . . . . . . . . .

How are the charges under these contracts made? . . . . . . . . . .

Is there ever a time when the sales charges do not apply? . . . . .

What do the sales charges cover?. . . . . . . . . . . . . . . . . .

What is the mortality, expense risk and administrative charge?. . .

Are there any other administrative charges? . . . . . . . . . . . .

How much are the deductions for Premium Taxes on these contracts? .

Are there any other deductions? . . . . . . . . . . . . . . . . . .

HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS. . . . . . . . . . . . .

What is HL? . . . . . . . . . . . . . . . . . . . . . . . . . . . .

What are the Funds? . . . . . . . . . . . . . . . . . . . . . . . .

Does HL have any interest in the Funds? . . . . . . . . . . . . . .

FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . .

What are some of the federal tax consequences which affect these
contracts?. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

What are my voting rights?. . . . . . . . . . . . . . . . . . . . .

Will other contracts be participating in the Separate Accounts? . .

How are the contracts sold? . . . . . . . . . . . . . . . . . . . .

Who is the custodian of the Separate Accounts' assets?. . . . . . .

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Are there any material legal proceedings affecting the Separate
Accounts? . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Are you relying on any experts as to any portion of this
Prospectus? . . . . . . . . . . . . . . . . . . . . . . . . . . . .

How may I get additional information? . . . . . . . . . . . . . . .