HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II
485BPOS, 1996-05-01
Previous: HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II, 485BPOS, 1996-05-01
Next: HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II, 485BPOS, 1996-05-01



<PAGE> 
 
 
                                                              File No. 33-19949
                                            
                          SECURITIES AND EXCHANGE COMMISSION 
                                Washington, D.C. 20549 
                                            
                                       FORM N-4 
                                            
               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 
   
    Pre-Effective Amendment No.                            [ ] 
                               -------- 
    Post-Effective Amendment No.  10                       [X] 
                                ------ 
    
           REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 
   
    Amendment No.  11                                      [X] 
                 ------ 
    
                           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) 
                                            
                                    (860) 843-7563 
                 (Depositor's Telephone Number, Including Area Code) 
   
                              SCOTT K. RICHARDSON, ESQ. 
                        ITT HARTFORD LIFE INSURANCE COMPANIES 
                                    P.O. BOX 2999 
                               HARTFORD, CT  06104-2999 
                       (Name and Address of Agent for Service) 
    
                It is proposed that this filing will become effective: 
   
              immediately upon filing pursuant to paragraph (b) of Rule 485 
    ----- 
      X       on May 1, 1996 pursuant to paragraph (b) of Rule 485 
    ----- 
              60 days after filing pursuant to paragraph (a)(1) of Rule 485 
    ----- 
              on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485 
    ----- 
              this post-effective amendment designates a new effective date for 
    -----     a previously filed post-effective amendment. 
    
   
PURSUANT TO RULE 24F-2(a)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE 
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES.  THE RULE 24F-2 
NOTICE FOR THE REGISTRANT'S MOST RECENT FISCAL YEAR WAS FILED ON OR ABOUT 
FEBRUARY 29, 1996. 
    

<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           Accumulation Unit Values 
         Information 
 
     5.  General Description of        The DC-I and DC-II Contracts and 
         Registrant, Portfolio         Separate Account DC-I and Separate 
         Companies                     Account Two (DC-II); Hartford Life 
                                       Insurance Company and the Funds; 
                                       Miscellaneous

     6.  Deductions                    Charges Under the Contract 
 
     7.  General Description of        Operation of the Contract;  Payment of 
         Variable Annuity Contracts    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      Table of Contents of the Statement of  
         Statement of Additional       Additional Information 
         Information
    

<PAGE>
 
HARTFORD
LIFE INSURANCE COMPANY
MASTER GROUP VARIABLE ANNUITY
CONTRACTS WITH RESPECT TO DC-I AND DC-II
                                                                          [LOGO]
 
   
  The  variable annuity contracts (hereinafter  the "contract" or "contracts" or
"Master Contracts") described  in this  Prospectus are issued  by Hartford  Life
Insurance   Company  ("Hartford  Life").  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             --   shares of Hartford Advisers Fund, Inc.("Advisers
  Sub-Account                  Fund")
Bond Fund Sub-Account     --   shares of Hartford Bond Fund, Inc.,
Calvert Responsibly       --   shares  of  the  Calvert  Responsibly   Invested
  Invested Balanced Fund       Balanced Portfolio of Acacia Capital Corporation
  Sub-Account                  (formerly  Calvert  Socially  Responsive  Fund),
                               ("Calvert Responsibly Invested Balanced Fund")
Capital Appreciation      --   shares of  Hartford Capital  Appreciation  Fund,
  Fund Sub-Account             Inc., (formerly Hartford Aggressive Growth Fund,
                               Inc.) ("Capital Appreciation Fund")
Dividend and Growth Fund  --   shares  of  Hartford Dividend  and  Growth Fund,
  Sub-Account                  Inc. ("Dividend and Growth Fund")
Index Fund Sub-Account    --   shares of  Hartford  Index  Fund,  Inc.  ("Index
                               Fund")
International             --   shares  of Hartford  International Opportunities
  Opportunities Fund           Fund, Inc. ("International Opportunities Fund")
  Sub-Account
Money Market Fund         --   shares of HVA  Money Market  Fund, Inc.  ("Money
  Sub-Account                  Market Fund")
Mortgage Securities Fund  --   shares  of  Hartford  Mortgage  Securities Fund,
  Sub-Account                  Inc. ("Mortgage Securities Fund")
Stock Fund Sub-Account    --   shares  of  Hartford  Stock  Fund,   Inc.("Stock
                               Fund")
U.S. Government Money     --   shares  of Hartford U.S. Government Money Market
  Market Fund                  Fund Sub-Account  Fund, Inc.  ("U.S.  Government
  Sub-Account                  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 38  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, 1996
    
   
Statement of Additional Information Dated: May 1, 1996
    
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
SECTION                                                                     PAGE
- --------------------------------------------------------------------------  ----
<S>                                                                         <C>
GLOSSARY OF SPECIAL TERMS.................................................    3
FEE TABLE.................................................................    5
SUMMARY...................................................................    7
ACCUMULATION UNIT VALUES..................................................   10
PERFORMANCE RELATED INFORMATION...........................................   14
INTRODUCTION..............................................................   14
THE DC-I AND DC-II CONTRACT AND SEPARATE ACCOUNT DC-I AND SEPARATE ACCOUNT
   TWO (DC-II)............................................................   15
  What are the DC-I and DC-II contracts?..................................   15
  Who can buy these contracts?............................................   15
  What are the Separate Accounts and how do they operate?.................   15
OPERATION OF THE CONTRACT.................................................   16
  How are Contributions credited?.........................................   16
  May I make changes in the amounts of my Contributions?..................   17
  May I transfer assets between Sub-Accounts?.............................   17
  What happens if the Contract Owner fails to make Contributions?.........   17
  May I assign or transfer the contract?..................................   18
  How do I know what my account is worth?.................................   18
  How is the Accumulation Unit value determined?..........................   18
  How are the underlying Fund shares valued?..............................   18
PAYMENT OF BENEFITS.......................................................   18
  What would my Beneficiary receive as death proceeds?....................   18
  How can a contract be redeemed or surrendered?..........................   19
  Can payment of the redemption or surrender value ever be postponed
    beyond the seven day period?..........................................   20
  May I surrender once Annuity payments have started?.....................   20
  Are there differences in the contract related to the type of plan in
    which the Participant is enrolled?....................................   20
  Can a contract be suspended by a Contract Owner?........................   20
  How do I elect an Annuity Commencement Date and Form of Annuity?........   20
  What is the minimum amount that I may select for an Annuity payment?....   20
  How are Contributions made to establish my Annuity account?.............   20
  What are the available Annuity options under the contracts?.............   21
  How are Variable Annuity payments determined?...........................   22
  Can a contract be modified?.............................................   23
CHARGES UNDER THE CONTRACT................................................   24
  How are the charges under these contracts made?.........................   24
  Is there ever a time when the sales charges do not apply?...............   24
  What do the sales charges cover?........................................   24
  What is the mortality, expense risk and administrative charge?..........   24
  Are there any other administrative charges?.............................   25
  Experience Rating of Contracts..........................................   26
  How much are the deductions for Premium Taxes on these contracts?.......   26
  What charges are made by the funds?.....................................   26
  Are there any other deductions?.........................................   26
HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS.............................   26
  What is Hartford Life?..................................................   26
  What are the Funds?.....................................................   27
  Does Hartford Life have any interest in the Funds?......................   29
FEDERAL TAX CONSIDERATIONS................................................   29
  What are some of the federal tax consequences which affect these
    contracts?............................................................   29
MISCELLANEOUS.............................................................   33
  What are my voting rights?..............................................   33
  Will other contracts be participating in the Separate Accounts?.........   34
  How are the contracts sold?.............................................   34
  Who is the custodian of the Separate Accounts' assets?..................   34
  Are there any material legal proceedings affecting the Separate
    Accounts?.............................................................   34
  Are you relying on any experts as to any portion of this Prospectus?....   34
  How may I get additional information?...................................   35
APPENDIX..................................................................   36
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION.................   38
</TABLE>
    
 
   
                                       2
    
<PAGE>
                           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.
 
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 Hartford  Life, by  the
Contract Owner on behalf of Participants pursuant to the terms of the contracts.
    
 
   
DATE  OF COVERAGE: The date on which  the application on behalf of a Participant
is received by Hartford Life.
    
 
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 27 of this Prospectus.
    
 
   
GENERAL  ACCOUNT: The  General Account  of Hartford  Life which  consists of all
assets of Hartford Life other than  those allocated to the separate accounts  of
Hartford Life.
    
 
   
HARTFORD LIFE: Hartford Life Insurance Company.
    
 
MINIMUM  DEATH  BENEFIT:  The  minimum  amount  payable  upon  the  death  of  a
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.
 
                                       3
<PAGE>
   
SEPARATE  ACCOUNT: The separate 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 trading.  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.
 
                                       4
<PAGE>
                                   FEE TABLE
                                    SUMMARY
                      Contract Owner Transaction Expenses
                               (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 (1).................................  $      25
Annual Expenses-Separate Account (as 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
Rating of Contracts" on page 26.
    
 
                         Annual Fund Operating Expenses
                         (as percentage of net assets)
 
<TABLE>
<CAPTION>
                                                                                              TOTAL FUND
                                                                MANAGEMENT        OTHER        OPERATING
                                                                   FEES          EXPENSES      EXPENSES
                                                              ---------------  ------------  -------------
<S>                                                           <C>              <C>           <C>
Hartford Bond Fund..........................................        0.497%          0.028%        0.525%
Hartford Stock Fund.........................................        0.455%          0.020%        0.475%
HVA Money Market Fund.......................................        0.421%          0.025%        0.446%
Hartford Advisers Fund......................................        0.625%          0.021%        0.646%
Hartford U.S. Government Money Market Fund..................        0.425%          0.141%        0.566%
Hartford Capital Appreciation Fund..........................        0.655%          0.021%        0.676%
Hartford Mortgage Securities Fund...........................        0.425%          0.041%        0.466%
Hartford Index Fund.........................................        0.375%          0.014%        0.389%
Hartford International Opportunities Fund...................        0.713%          0.147%        0.860%
Calvert Responsibly Invested Balanced Portfolio.............        0.700%          0.130%        0.830%
Hartford Dividend & Growth Fund.............................        0.750%          0.023%        0.773%
</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.
    Pursuant  to requirements of the 1940 Act,  the Annual Contract Fee has been
    reflected in the Examples by a method intended to show the "average"  impact
    of  the Annual Contract  Fee on an  investment in the  Separate Account. The
    Annual Contract Fee is deducted only  when the accumulated value is  $50,000
    or  less. In the Example, the Annual Contract Fee is approximated as a 0.10%
    annual asset charge based on the experience of the Contracts.
 
EXAMPLE - DCI
 
<TABLE>
<CAPTION>
                          If you surrender your contract at
                          the end  of the  applicable  time  If  you annuitize  at the  end of  If  you  do  not  surrender  your
                          period:   You   would   pay   the  the applicable  time period:  You  contract:   You  would   pay  the
                          following expenses  on  a  $1,000  would  pay the following expenses  following expenses  on  a  $1,000
                          investment,  assuming a 5% annual  on a $1,000 investment,  assuming  investment,  assuming a 5% annual
                          return on assets:                  a 5%  annual  return  on  assets:  return on assets:
                          ---------------------------------  ---------------------------------  ---------------------------------
                                                      10                                 10                                 10
SUB-ACCOUNT               1 YEAR  3 YEARS  5 YEARS   YEARS   1 YEAR  3 YEARS  5 YEARS   YEARS   1 YEAR  3 YEARS  5 YEARS   YEARS
- ------------------------- ------  -------  -------  -------  ------  -------  -------  -------  ------  -------  -------  -------
<S>                       <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>
Hartford Bond Fund....... $  69   $  109   $  152   $  245   $  17   $   53   $   93   $  203   $  18   $   54   $   94   $  204
Hartford Stock Fund......    69      108      150      240      16       52       90      197      17       53       91      198
HVA Money Market Fund....    68      107      148      237      16       51       89      194      17       52       90      195
Hartford Advisers Fund...    70      113      158      258      18       57       99      216      19       58      100      217
U.S. Government Money
  Market Fund............    70      111      154      249      17       55       95      207      18       56       96      208
Hartford Capital
  Appreciation Fund......    71      114      160      261      18       58      101      219      19       59      102      220
Hartford Mortgage
  Securities Fund........    69      108      149      239      16       52       90      196      17       53       91      197
Hartford Index Fund......    68      105      146      231      15       49       86      188      16       50       87      189
Hartford International
  Opportunities Fund.....    72      119      169      280      20       64      110      239      21       65      111      240
Calvert Responsibly
  Invested Balanced
  Portfolio..............    72      118      168      277      20       63      109      235      21       64      110      237
Hartford Dividend &
  Growth Fund............    72      117      165      271      19       61      106      229      20       62      107      231
</TABLE>
 
                                       5
<PAGE>
EXAMPLE - DCII
 
<TABLE>
<CAPTION>
                          If you surrender your contract at
                          the  end  of the  applicable time  If you  annuitize at  the end  of  If  you  do  not  surrender  your
                          period:   You   would   pay   the  the  applicable time  period: You  contract:  You   would  pay   the
                          following  expenses  on  a $1,000  would pay the following  expenses  following  expenses  on  a $1,000
                          investment, assuming a 5%  annual  on  a $1,000 investment, assuming  investment, assuming a 5%  annual
                          return on assets:                  a  5%  annual  return  on assets:  return on assets:
                          ---------------------------------  ---------------------------------  ---------------------------------
                                                      10                                 10                                 10
SUB-ACCOUNT               1 YEAR  3 YEARS  5 YEARS   YEARS   1 YEAR  3 YEARS  5 YEARS   YEARS   1 YEAR  3 YEARS  5 YEARS   YEARS
- ------------------------- ------  -------  -------  -------  ------  -------  -------  -------  ------  -------  -------  -------
<S>                       <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>
Hartford Bond Fund....... $  71   $  114   $  160   $  261   $  18   $   58   $  101   $  219   $  19   $   59   $  102   $  220
Hartford Stock Fund......    70      112      157      256      18       57       98      213      19       58       99      215
HVA Money Market Fund....    70      112      156      252      17       56       96      210      18       57       98      212
Hartford Advisers Fund...    72      117      166      273      19       62      107      232      20       63      108      233
U.S. Government Money
  Market Fund............    71      115      162      265      19       59      103      223      20       60      104      224
Hartford Capital
  Appreciation Fund......    72      118      167      276      20       63      109      235      21       64      110      236
Hartford Mortgage
  Securities Fund........    70      112      157      255      18       56       98      212      19       57       99      214
Hartford Index Fund......    69      110      153      247      17       54       93      204      18       55       95      205
Hartford International
  Opportunities Fund.....    74      124      176      295      22       69      118      254      23       70      119      255
Calvert Responsibly
  Invested Balanced
  Portfolio..............    74      123      175      292      21       68      117      251      22       69      118      252
Hartford Dividend &
  Growth Fund............    73      121      172      286      21       66      114      245      22       67      115      246
</TABLE>
 
    The purpose of this table is  to assist the Contract Owner in  understanding
various  costs  and  expenses  that  a  Contract  Onwer  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  past or future
expenses and actual expenses may be greater or less than those shown.
 
                                       6
<PAGE>
                                    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 36) 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 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  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 26).
    
 
   
    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 24.)
    
 
   
    Hartford  Life 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 Hartford
Life 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 may be  subject to a  $5.00 Transfer Fee  (see
"Experience  Rating of  Contracts", page 26).  However, there  may be additional
restrictions under certain  circumstances (see  "May I  transfer assets  between
Sub-Accounts?" commencing on page 17).
    
 
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.
 
                                       7
<PAGE>
   
    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
21.)
    
 
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 18.)
    
 
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, Hartford Life 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  21.)
However,  Hartford  Life  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.
    
 
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 by  a state or  other governmental entity.  The range is  generally
between 0% and 3.50%. (See "Charges Under The Contract" on page 24.)
    
 
I. ASSET CHARGE IN THE SEPARATE ACCOUNT
 
   
    During  both the Accumulation Period and the Annuity Period a charge is made
by Hartford  Life  for  providing  the  mortality,  expense  and  administrative
undertakings  under the contracts. With respect to contract values held in DC-I,
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
mortality,  expense and administrative  undertakings under the  contracts may be
reduced (see "Experience Rating  of Contracts," page 26).  The rate charged  for
the  mortality,  expense  and administrative  undertakings  may  be periodically
increased by Hartford Life 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 24.)
    
 
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 24). The Annual Contract  Fee
may be reduced or waived (see "Experience Rating of Contracts", page 26).
    
 
   
K. FUND FEES AND CHANGES
    
 
   
    The  funds  are  subject to  certain  fees,  charges and  expenses.  See the
accompanying Prospectus for the Funds.
    
 
   
L. 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.
 
                                       8
<PAGE>
   
M. 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.
 
   
N. 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, Hartford Life shall vote  such
interest  in the same  proportion as shares  of the Fund  for which instructions
have been  received  by  Hartford  Life.  (See  "What  are  my  voting  rights?"
commencing on page 33.)
    
 
                                       9
<PAGE>
                            ACCUMULATION UNIT VALUES
          (FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
 
    The  following  information,  insofar  as it  relates  to  the  period ended
December 31, 1995, has been examined by Arthur Andersen LLP, 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,
                                -------------------------------------------------------------------
                                 1995      1994      1993      1992      1991      1990      1989
                                -------   -------   -------   -------   -------   -------   -------
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>
DC-I (1.25%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 3.499   $ 3.689   $ 3.388   $ 3.251   $ 2.827   $2.640    $2.384
Accumulation unit value at end
  of period...................  $ 4.099   $ 3.499   $ 3.689   $ 3.388   $ 3.251   $2.827    $2.640
Number accumulation units
  outstanding at end of period
  (in thousands)..............    8,630     9,090    10,092    10,253    10,201    9,871     9,462
 
DC-II (1.25%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 3.500   $ 3.689   $ 3.389   $ 3.251   $ 2.827   $2.641    $2.385
Accumulation unit value at end
  of period...................  $ 4.095   $ 3.500   $ 3.689   $ 3.389   $ 3.251   $2.827    $2.641
Number accumulation units
  outstanding at end of period
  (in thousands)..............    1,368     1,123       992       816       732      724       594
 
DC-II (.150%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 3.261   $ 3.400   $ 3.089   $ 2.932   $ 2.521   $2.329    $2.080
Accumulation unit value at end
of period.....................  $ 3.858   $ 3.261   $ 3.400   $ 3.089   $ 2.932   $2.521    $2.329
Number accumulation units
  outstanding at end of period
  (in thousands)..............      282       306       313       329       324      328       359
 
DC-I (1.25%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 6.773   $ 6.990   $ 6.190   $ 5.695   $ 4.628   $4.875    $3.916
Accumulation unit value at end
  of period...................  $ 8.979   $ 6.773   $ 6.990   $ 6.190   $ 5.695   $4.628    $4.875
Number accumulation units
  outstanding at end of period
  (in thousands)..............   39,271    39,551    37,542    34,861    32,700   29,962    28,198
 
DC-II (1.25%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 6.771   $ 6.988   $ 6.188   $ 5.694   $ 4.627   $4.874    $3.915
Accumulation unit value at end
  of period...................  $ 8.968   $ 6.771   $ 6.988   $ 6.188   $ 5.694   $4.627    $4.874
Number accumulation units
  outstanding at end of period
  (in thousands)..............    4,413     3,885     3,181     2,517     1,885    1,467     1,156
 
DC-II (.150%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 5.201   $ 5.309   $ 4.651   $ 4.232   $ 3.401   $3.544    $2.815
Accumulation unit value at end
  of period...................  $ 6.964   $ 5.201   $ 5.309   $ 4.651   $ 4.232   $3.401    $3.544
Number accumulation units
  outstanding at end of period
  (in thousands)..............      825       858       859       865       877      870       892
 
DC-I (1.25%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.515   $ 2.450   $ 2.410   $ 2.354   $ 2.248   $2.106    $1.954
Accumulation unit value at end
  of period...................  $ 2.629   $ 2.515   $ 2.450   $ 2.410   $ 2.354   $2.248    $2.106
Number accumulation units
  outstanding at end of period
  (in thousands)..............    7,884     9,548     9,298     9,999    10,936   11,181     8,871
 
DC-II (1.25%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.512   $ 2.447   $ 2.407   $ 2.351   $ 2.245   $2.103    $1.951
Accumulation unit value at end
  of period...................  $ 2.624   $ 2.512   $ 2.447   $ 2.407   $ 2.351   $2.245    $2.103
Number accumulation units
  outstanding at end of period
  (in thousands)..............      989       905       886       884       929      881       718
 
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                 1988      1987      1986      1985      1984      1983      1982
                                -------   -------   -------   -------   -------   -------   -------
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>
DC-I (1.25%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.244   $2.273    $ 2.052   $1.722    $1.541    $1.519    $1.318(a)
Accumulation unit value at end
  of period...................  $ 2.384   $2.244    $ 2.273   $2.052    $1.722    $1.541    $1.519
Number accumulation units
  outstanding at end of period
  (in thousands)..............    9,015    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.........  $ 2.244   $2.273    $ 2.052   $1.723    $1.541    $1.519    $1.366(b)
Accumulation unit value at end
  of period...................  $ 2.385   $2.244    $ 2.273   $2.052    $1.723    $1.541    $1.519
Number accumulation units
  outstanding at end of period
  (in thousands)..............      433      320        224      145       113        88        28
DC-II (.150%)
BOND FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.937   $1.939    $ 1.732   $1.438    $1.273    $1.240    $1.000(c)
Accumulation unit value at end
of period.....................  $ 2.080   $1.937    $ 1.939   $1.732    $1.438    $1.273    $1.240
Number accumulation units
  outstanding at end of period
  (in thousands)..............      381      385        383      268       192       140        37
DC-I (1.25%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 3.332   $3.201    $ 2.886   $2.222    $2.238    $1.989    $1.548(a)
Accumulation unit value at end
  of period...................  $ 3.916   $3.332    $ 3.201   $2.886    $2.222    $2.238    $1.989
Number accumulation units
  outstanding at end of period
  (in thousands)..............   25,658   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.........  $ 3.331   $3.200    $ 2.885   $2.222    $2.238    $1.989    $1.551(d)
Accumulation unit value at end
  of period...................  $ 3.915   $3.331    $ 3.200   $2.885    $2.222    $2.238    $1.989
Number accumulation units
  outstanding at end of period
  (in thousands)..............    1,011      951        772      437       253       141        26
DC-II (.150%)
STOCK FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.370   $2.252    $ 2.008   $1.529    $1.523    $1.339    $1.000(c)
Accumulation unit value at end
  of period...................  $ 2.815   $2.370    $ 2.252   $2.008    $1.529    $1.523    $1.339
Number accumulation units
  outstanding at end of period
  (in thousands)..............      943      994        944      800       710       532       100
DC-I (1.25%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.842   $1.752    $ 1.661   $1.550    $1.417    $1.312    $1.258(e)
Accumulation unit value at end
  of period...................  $ 1.954   $1.842    $ 1.752   $1.661    $1.550    $1.417    $1.312
Number accumulation units
  outstanding at end of period
  (in thousands)..............    8,703    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.........  $ 1.840   $1.749    $ 1.659   $1.548    $1.415    $1.310    $1.235(d)
Accumulation unit value at end
  of period...................  $ 1.951   $1.840    $ 1.749   $1.659    $1.548    $1.415    $1.310
Number accumulation units
  outstanding at end of period
  (in thousands)..............      628      389        351      235       349        67        66
</TABLE>
 
                                       10
<PAGE>
<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                 1995      1994      1993      1992      1991      1990      1989
                                -------   -------   -------   -------   -------   -------   -------
 
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>
DC-II (.150%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.416   $ 2.328   $ 2.265   $ 2.188   $ 2.067   $1.915    $1.757
Accumulation unit value at end
  of period...................  $ 2.551   $ 2.416   $ 2.328   $ 2.265   $ 2.188   $2.067    $1.915
Number accumulation units
  outstanding at end of period
  (in thousands)..............      267       266       278       300       304      324       332
 
DC-I (1.25%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.876   $ 2.993   $ 2.700   $ 2.524   $ 2.123   $2.123    $1.766
Accumulation unit value at end
  of period...................  $ 3.649   $ 2.876   $ 2.993   $ 2.700   $ 2.524   $2.123    $2.123
Number accumulation units
  outstanding at end of period
  (in thousands)..............  128,415   126,437   119,064   105,648    93,981   84,223    74,660
 
DC-II (1.25%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.876   $ 2.993   $ 2.700   $ 2.524   $ 2.123   $2.123    $1.766
Accumulation unit value at end
  of period...................  $ 3.647   $ 2.876   $ 2.993   $ 2.700   $ 2.524   $2.123    $2.123
Number accumulation units
  outstanding at end of period
  (in thousands)..............    9,212     8,279     7,023     7,323     6,220    5,565     5,227
 
DC-II (.150%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 3.268   $ 3.365   $ 3.002   $ 2.776   $ 2.310   $2.284    $1.879
Accumulation unit value at end
  of period...................  $ 4.188   $ 3.268   $ 3.365   $ 3.002   $ 2.776   $2.310    $2.284
Number accumulation units
  outstanding at end of period
  (in thousands)..............      646       529       547       517       477      462       453
 
DC-I (1.25%)
U.S. GOVERNMENT MONEY MARKET
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.758   $ 1.718   $ 1.694   $ 1.661   $ 1.593   $1.500    $1.400
Accumulation unit value at end
  of period...................  $ 1.835   $ 1.758   $ 1.718   $ 1.694   $ 1.661   $1.593    $1.500
Number accumulation units
  outstanding at end of period
  (in thousands)..............    4,650     4,783     4,791     5,498     5,979    5,848     4,576
 
DC-II (1.25%)
U.S. GOVERNMENT MONEY MARKET
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.758   $ 1.718   $ 1.694   $ 1.661   $ 1.593   $1.500    $1.400
Accumulation unit value at end
  of period...................  $ 1.833   $ 1.758   $ 1.718   $ 1.694   $ 1.661   $1.593    $1.500
Number accumulation units
  outstanding at end of period
  (in thousands)..............      586       483       467       382       381      293       212
 
DC-II (.150%)
U.S. GOVERNMENT MONEY MARKET
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.004   $ 1.936   $ 1.888   $ 1.832   $ 1.736   $1.617    $1.493
Accumulation unit value at end
  of period...................  $ 2.112   $ 2.004   $ 1.936   $ 1.888   $ 1.832   $1.736    $1.617
Number accumulation units
  outstanding at end of period
  (in thousands)..............       42        37        39        38        36       40        33
 
DC-I (1.25%)
CAPITAL APPRECIATION FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 4.257   $ 4.204   $ 3.524   $ 3.050   $ 2.004   $2.278    $1.858
Accumulation unit value at end
  of period...................  $ 5.482   $ 4.257   $ 4.204   $ 3.524   $ 3.050   $2.004    $2.278
Number accumulation units
  outstanding at end of period
  (in thousands)..............   52,278    46,086    36,598    25,900    19,437   15,293    13,508
 
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                 1988      1987      1986      1985      1984      1983      1982
                                -------   -------   -------   -------   -------   -------   -------
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>
DC-II (.150%)
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.639   $1.541    $ 1.446   $1.334    $1.207    $1.105    $1.000(c)
Accumulation unit value at end
  of period...................  $ 1.757   $1.639    $ 1.541   $1.446    $1.334    $1.207    $1.105
Number accumulation units
  outstanding at end of period
  (in thousands)..............      342      356        375      413       369       259       102
DC-I (1.25%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.566   $1.497    $ 1.345   $1.074    $1.013    $1.000(f)   --
Accumulation unit value at end
  of period...................  $ 1.766   $1.566    $ 1.497   $1.345    $1.074    $1.013      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............   62,335   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.........  $ 1.566   $1.497    $ 1.345   $1.074    $1.013    $1.000(f)   --
Accumulation unit value at end
  of period...................  $ 1.766   $1.566    $ 1.497   $1.345    $1.074    $1.013      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............    4,631    4,283      3,357    2,429     2,266       837      --
DC-II (.150%)
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.649   $1.558    $ 1.385   $1.094    $1.020    $1.000(f)   --
Accumulation unit value at end
  of period...................  $ 1.879   $1.649    $ 1.558   $1.385    $1.094    $1.020      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............      498      522        443      188       108        64      --
DC-I (1.25%)
U.S. GOVERNMENT MONEY MARKET
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.326   $1.269    $ 1.209   $1.133    $1.045    $1.000(f)   --
Accumulation unit value at end
  of period...................  $ 1.400   $1.326    $ 1.269   $1.209    $1.133    $1.045      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............    4,576    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.........  $ 1.326   $1.269    $ 1.209   $1.133    $1.045    $1.000(f)   --
Accumulation unit value at end
  of period...................  $ 1.400   $1.326    $ 1.269   $1.209    $1.133    $1.045      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............      163      107        102       77        22         2      --
DC-II (.150%)
U.S. GOVERNMENT MONEY MARKET
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.399   $1.325    $ 1.248   $1.157    $1.053    $1.000(f)   --
Accumulation unit value at end
  of period...................  $ 1.493   $1.399    $ 1.325   $1.248    $1.157    $1.053      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............       44       39         45       35        36        12      --
DC-I (1.25%)
CAPITAL APPRECIATION FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.490   $1.579    $ 1.467   $1.092    $1.000(g)   --        --
Accumulation unit value at end
  of period...................  $ 1.858   $1.490    $ 1.579   $1.467    $1.092      --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............    9,970    8,485      6,552    2,485       113      --        --
</TABLE>
 
                                       11
<PAGE>
   
<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                 1995      1994      1993      1992      1991      1990      1989
                                -------   -------   -------   -------   -------   -------   -------
 
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>
DC-II (1.25%)
CAPITAL APPRECIATION FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 4.257   $ 4.204   $ 3.524   $ 3.050   $ 2.004   $2.278    $1.858
Accumulation unit value at end
  of period...................  $ 5.478   $ 4.257   $ 4.204   $ 3.524   $ 3.050   $2.004    $2.278
Number accumulation units
  outstanding at end of period
  (in thousands)..............    9,081     6,923     4,940     3,276     2,113    1,455     1,037
 
DC-II (.150%)
CAPITAL APPRECIATION FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 4.785   $ 4.676   $ 3.876   $ 3.318   $ 2.157   $2.425    $1.956
Accumulation unit value at end
  of period...................  $ 6.224   $ 4.785   $ 4.676   $ 3.876   $ 3.318   $2.157    $2.425
Number accumulation units
  outstanding at end of period
  (in thousands)..............      737       600       502       335       255      246       242
 
DC-I (1.25%)
MORTGAGE SECURITIES FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 2.034   $ 2.093   $ 1.993   $ 1.929   $ 1.702   $1.571    $1.406
Accumulation unit value at end
  of period...................  $ 2.335   $ 2.034   $ 2.093   $ 1.993   $ 1.929   $1.702    $1.571
Number accumulation units
  outstanding at end of period
  (in thousands)..............   11,067    10,782    11,722    12,046    11,855   10,291     8,919
 
DC-II (1.25%)
MORTGAGE SECURITIES FUND
  SUB-ACCOUNT
Accumulation unit at beginning
  of period...................  $ 2.034   $ 2.093   $ 1.993   $ 1.929   $ 1.702   $1.571    $1.406
Accumulation unit value at end
  of period...................  $ 2.233   $ 2.034   $ 2.093   $ 1.993   $ 1.929   $1.702    $1.571
Number accumulation units
  outstanding at end of period
  (in thousands)..............    1,149       994       942       802       736      582       845
 
DC-II (.150%)
MORTGAGE SECURITIES FUND
  SUB-ACCOUNT
Accumulation unit at beginning
  of period...................  $ 2.269   $ 2.310   $ 2.176   $ 2.082   $ 1.817   $1.659    $1.468
Accumulation unit value at end
  of period...................  $ 2.632   $ 2.269   $ 2.310   $ 2.176   $ 2.082   $1.817    $1.659
Number accumulation units
  outstanding at end of period
  (in thousands)..............       76        78       111       132       108       85        91
 
DC-I (1.25%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.738   $ 1.735   $ 1.605   $ 1.522   $ 1.190   $1.255    $0.975
Accumulation unit value at end
  of period...................  $ 2.353   $ 1.738   $ 1.735   $ 1.605   $ 1.522   $1.190    $1.255
Number accumulation units
  outstanding at end of period
  (in thousands)..............   19,816    15,356    13,489    11,720     8,519    6,350     3,639
 
DC-II (1.25%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.738   $ 1.735   $ 1.605   $ 1.522   $ 1.190   $1.255    $0.975
Accumulation unit value at end
  of period...................  $ 2.353   $ 1.738   $ 1.735   $ 1.605   $ 1.522   $1.190    $1.255
Number accumulation units
  outstanding at end of period
  (in thousands)..............    3,153     2,376     1,862     1,437       871      595       275
 
DC-II (.150%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.876   $ 1.861   $ 1.708   $ 1.602   $ 1.238   $1.292    $0.993
Accumulation unit value at end
  of period...................  $ 2.558   $ 1.876   $ 1.861   $ 1.708   $ 1.602   $1.238    $1.292
Number accumulation units
  outstanding at end of period
  (in thousands)..............      282       217       183       144        90       72        49
 
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                 1988      1987      1986      1985      1984      1983      1982
                                -------   -------   -------   -------   -------   -------   -------
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>
DC-II (1.25%)
CAPITAL APPRECIATION FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.490   $1.579    $ 1.467   $1.092    $1.000(g)   --        --
Accumulation unit value at end
  of period...................  $ 1.858   $1.490    $ 1.579   $1.467    $1.092      --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............      787      664        462      117         5      --        --
DC-II (.150%)
CAPITAL APPRECIATION FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.552   $1.626    $ 1.494   $1.099    $1.000(g)   --        --
Accumulation unit value at end
  of period...................  $ 1.956   $1.552    $ 1.626   $1.494    $1.099      --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............      234      270        271       87        27      --        --
DC-I (1.25%)
MORTGAGE SECURITIES FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.313   $1.296    $ 1.181   $1.000(h)   --        --        --
Accumulation unit value at end
  of period...................  $ 1.406   $1.313    $ 1.296   $1.181      --        --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............    9,005    8,139      7,902    5,130      --        --        --
DC-II (1.25%)
MORTGAGE SECURITIES FUND
  SUB-ACCOUNT
Accumulation unit at beginning
  of period...................  $ 1.313   $1.296    $ 1.181   $1.000(h)   --        --        --
Accumulation unit value at end
  of period...................  $ 1.406   $1.313    $ 1.296   $1.181      --        --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............      764      598        431      247      --        --        --
DC-II (.150%)
MORTGAGE SECURITIES FUND
  SUB-ACCOUNT
Accumulation unit at beginning
  of period...................  $ 1.357   $1.324    $ 1.193   $1.000(h)   --        --        --
Accumulation unit value at end
  of period...................  $ 1.468   $1.357    $ 1.324   $1.193      --        --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............       95      114        120       79      --        --        --
DC-I (1.25%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 0.850   $1.000(i)   --        --        --        --        --
Accumulation unit value at end
  of period...................  $ 0.975   $0.850      --        --        --        --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............    1,946    1,323      --        --        --        --        --
DC-II (1.25%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 0.850   $1.000(i)   --        --        --        --        --
Accumulation unit value at end
  of period...................  $ 0.975   $0.850      --        --        --        --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............      116       49      --        --        --        --        --
DC-II (.150%)
INDEX FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 0.856   $1.000(j)   --        --        --        --        --
Accumulation unit value at end
  of period...................  $ 0.993   $0.856      --        --        --        --        --
Number accumulation units
  outstanding at end of period
  (in thousands)..............       40       94      --        --        --        --        --
</TABLE>
    
 
                                       12
<PAGE>
   
<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                 1995      1994      1993      1992      1991      1990      1989
                                -------   -------   -------   -------   -------   -------   -------
 
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>
DC-I (1.25%)
CALVERT RESPONSIBLY INVESTED
  BALANCED PORTFOLIO
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.504   $ 1.573   $ 1.475   $ 1.388   $ 1.207   $1.173    $1.000(k)
Accumulation unit value at end
  of period...................  $ 1.929   $ 1.504   $ 1.573   $ 1.475   $ 1.388   $1.207    $1.173
Number of accumulation units
  outstanding at end of period
  (in thousands)..............    9,009     7,899     7,199     5,215     3,508    2,036       629
 
DC-II (1.25%)
CALVERT RESPONSIBLY INVESTED
  BALANCED PORTFOLIO
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.417   $ 1.483   $ 1.391   $ 1.308   $ 1.138   $1.106    $1.000(k)
Accumulation unit value at end
  of period...................  $ 1.817   $ 1.417   $ 1.483   $ 1.391   $ 1.308   $1.138    $1.106
Number of accumulation units
  outstanding at end of period
  (in thousands)..............      923       693       498       317       187       94        18
 
DC-I (1.25%)
INTERNATIONAL OPPORTUNITIES
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.181   $ 1.220   $ 0.924   $ 0.979   $ 0.877   $1.000(l)   --
Accumulation unit value at end
  of period...................  $ 1.330   $ 1.181   $ 1.220   $ 0.924   $ 0.979   $0.877      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............   35,671    38,270    19,894     8,061     4,663    2,564      --
 
DC-II (1.25%)
INTERNATIONAL OPPORTUNITIES
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.181   $ 1.213   $ 0.924   $ 0.979   $ 0.877   $1.000(l)   --
Accumulation unit value at end
  of period...................  $ 1.329   $ 1.181   $ 1.213   $ 0.924   $ 0.979   $0.877      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............    4,520     3,640     1,495       553       220       52      --
 
DC-II (.150%)
INTERNATIONAL OPPORTUNITIES
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........  $ 1.241   $ 1.268   $ 0.949   $ 0.995   $ 0.882   $1.000(l)   --
Accumulation unit value at end
  of period...................  $ 1.412   $ 1.241   $ 1.268   $ 0.949   $ 0.995   $0.882      --
Number accumulation units
  outstanding at end of period
  (in thousands)..............      329       334       154       131        96       96      --
 
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                -------------------------------------------------------------------
                                 1988      1987      1986      1985      1984      1983      1982
                                -------   -------   -------   -------   -------   -------   -------
<S>                             <C>       <C>       <C>       <C>       <C>       <C>       <C>
DC-I (1.25%)
CALVERT RESPONSIBLY INVESTED
  BALANCED PORTFOLIO
  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%)
CALVERT RESPONSIBLY INVESTED
  BALANCED PORTFOLIO
  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 accumulation units
  outstanding at end of period
  (in thousands)..............    --        --        --        --        --        --        --
DC-II (1.25%)
INTERNATIONAL OPPORTUNITIES
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.........    --        --        --        --        --        --        --
Accumulation unit value at end
  of period...................    --        --        --        --        --        --        --
Number 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 accumulation units
  outstanding at end of period
  (in thousands)..............    --        --        --        --        --        --        --
</TABLE>
    
 
- -------------
(a) Inception date, August 3, 1982.
 
(b) Inception date, August 25, 1982.
 
(c) Inception date, March 15, 1982.
 
(d) Inception date, June 29, 1982.
 
(e) Inception date, June 14, 1982.
 
(f)  Inception date, May 2, 1983.
 
(g) Inception date, April 2, 1984.
 
(h) Inception date, January 15, 1985.
 
(i)  Inception date, June 3, 1987.
 
(j)  Inception date, May 12, 1987.
 
(k) Inception date, January 25, 1989.
 
(l)  Inception date, July 2, 1990.
 
The number in (   ) is the  mortality and expense charge  used to calculate  the
Accumulation Unit Values.
 
                                       13
<PAGE>
                        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,  Bond Fund, Calvert  Responsibly Invested Balanced  Fund,
Capital  Appreciation Fund, Dividend and  Growth Fund, Index Fund, International
Opportunities Fund, Money Market Fund, Mortgage Securities Fund, Stock Fund  and
U.S.  Government  Money Market  Fund Sub-Accounts  may  include total  return in
advertisements or other sales material.
    
 
   
    When a Sub-Account advertises its standardized 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). Total  return  figures  are not  of  all  Fund  level
management  fees  and changes,  the mortality  and expense  risk charge  and the
Annual Contract Fee.
    
 
   
    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 30  day 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 and the mortality and expense risk change.
    
 
    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 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 and the mortality and expense risk change.
 
   
    Total return at the  Separate Account level  includes all contract  charges:
contingent  deferred 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
Hartford Life 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
3  and 4 prior to reading this Prospectus to familiarize yourself with the terms
being used.
    
 
                                       14
<PAGE>
                        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 36) for a description of
the sales charges and other expenses applicable to earlier series of 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.
 
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").
 
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 29.) 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
    
 
                                       15
<PAGE>
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 Hartford Life  by the Commission. However, Hartford  Life
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 Hartford Life may conduct. So, you
will not be affected by the rate  of return of Hartford Life's general  account,
nor  by  the investment  performance of  any of  Hartford Life's  other separate
accounts.
 
   
    Your contributions are allocated to one or more Sub-Accounts of the Separate
Account.  Each  Sub-Account  is  invested  exclusively  in  the  assets  of  one
underlying  Fund. Contributions  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.
    
 
   
    HARTFORD LIFE 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 SUM OF ALL CONTRIBUTIONS 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.
    
 
   
    Hartford  Life 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.  Hartford
Life  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.
 
   
    Hartford Life 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  Master Contract is  issued to an association,  Employer or Employer group
designated entity. Employers participating in the Master Contract will do so  by
executing  a Joinder  Agreement through which  they agree to  participate in the
Master Contract. The provisions in the Master Contract are fully and  separately
applicable  to each  joining Employer  and to  Participant's Individual Accounts
thereunder. 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 36 for a description  of
the sales charges and other expenses applicable to such contracts.
    
 
   
    The  number of  Accumulation Units purchased  is determined  by dividing the
Contribution amount by the appropriate Accumulation  Unit Value on the date  the
Contribution  is  credited  to  the  Participant's  Individual  Account. Initial
Contributions are credited to a Participants Individual Account within two  days
of receipt of a
    
 
                                       16
<PAGE>
   
properly   completed  application  and   the  initial  contribution.  Subsequent
Contributions are credited  to a  Participant's Individual Account  on the  date
following  receipt of the Contribution by Hartford Life at its home office, P.O.
Box 2999, Hartford, CT 06104-2999. If an application or any other information is
incomplete when received,  Contributions 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.
    
 
    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 the form
and manner prescribed by Hartford Life.
    
 
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.
 
    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.
 
   
    Transfers between Sub-Accounts and changes in Sub-Account allocations may be
made  by written request or by  calling 1-800-771-3051. Any transfers or changes
made in writing  will be  effected as  of the date  the request  is received  by
Hartford  Life  at its  home  office, P.O.  Box  2999, Hartford,  CT 06104-2999.
Telephone transfer changes may  not be permitted in  some states. The policy  of
Hartford Life and its agents and affiliates is that they will not be responsible
for  losses resulting from acting upon telephone requests reasonably believed to
be genuine.  Hartford Life  will employ  reasonable procedures  to confirm  that
instructions  communicated by telephone are genuine; otherwise Hartford Life may
be liable for  any losses due  to unauthorized or  fraudulent instructions.  The
procedures Hartford Life follows for transactions initiated by telephone include
requirements  that  Participants  provide certain  identifying  information. All
transfer instructions by telephone are recorded. Each transfer may be subject to
a $5.00 transfer fee (see "Experience Rating of Contacts.")
    
 
   
    In addition, the right, with respect to a Participant's Individual  Account,
to  transfer monies between Sub-Accounts is  subject to modification if Hartford
Life 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 Hartford Life to be 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
Hartford  Life during the preceding 12 month  period. Effective with a change of
the contract to  paid-up status, no  further Contributions will  be accepted  by
Hartford Life and each
 
                                       17
<PAGE>
   
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 19). 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 Hartford  Life  at
Hartford,  Connecticut, prior to settlement  for Hartford Life's liability under
the contract. Hartford Life  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.
 
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 Hartford Life, or (b) 100%
of the total Contributions  made to such Account,  reduced by any prior  partial
surrenders.
    
 
                                       18
<PAGE>
   
    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
Hartford  Life, 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 21) 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 Hartford Life and within one year after the
death  by  written  notice  to  Hartford  Life  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 21.)
    
 
HOW CAN A CONTRACT BE REDEEMED OR SURRENDERED?
 
    THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(B) TAX-SHELTERED ANNUITIES. AS
OF  DECEMBER 31,  1988, ALL  SECTION 403(B)  ANNUITIES HAVE  LIMITS ON  FULL AND
PARTIAL SURRENDERS. CONTRIBUTIONS TO THE  CONTRACT MADE AFTER DECEMBER 31,  1988
AND  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%.
 
   
    HARTFORD LIFE 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 21.)
       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 21.)
    
 
   
    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 24.)  The
       amount  received will  be the net  termination value  next computed after
       receipt by Hartford Life 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 Hartford Life.
    
 
    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
 
                                       19
<PAGE>
   
       made?"  page  24.) If  the contingent  deferred  sales charges  have been
       experience rated (see "How are the charges under these contracts  made?",
       page 24), 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.
 
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 Hartford Life at Annuity rates then being offered by  Hartford
Life.
    
 
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 Hartford Life
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 Hartford Life 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,  Hartford Life reserves  the right to
begin Annuity  payments at  age 65  under  Option 2  with 120  monthly  payments
certain. However, Hartford Life will not assume responsibility in determining or
monitoring minimum distributions beginning at age 70 1/2.
    
 
                                       20
<PAGE>
    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.
 
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, Hartford Life 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:
 
<TABLE>
<CAPTION>
ADDITIONAL CONTRIBUTION TO AN ANNUITANT'S ACCOUNT   TOTAL DEDUCTION
- --------------------------------------------------  ---------------
<S>                                                 <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  payments will be made  for a minimum of  120,
180  or 240 months, as elected. If, at the death of the Annuitant, payments have
been made for less than the minimum elected number of months, then any 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 Hartford Life.
    
 
                                       21
<PAGE>
    *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
 (a)  =                    at the Annuity Commencement Date
         --------------------------------------------------------------------
                 Annuity Unit value at the Annuity Commencement Date
 
         number of Annuity Units represented            number of monthly
 (b)  =  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 Hartford Life.
    
 
    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.
 
   
    At  the  Annuitant's  death,  payments  will  continue  to  be  made  to the
contingent annuitant, if living for the remainder of the contingent  annuitant's
life.  When the Annuity is purchased, the Annuitant elects what percentage (50%,
66 2/3% or 100%) of the monthly Annuity payment will continue to be paid to  the
contingent annuitant.
    
 
    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 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 Hartford Life. 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  the charges under
these contracts made?" page 24).
    
 
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 16) 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
 
* 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 HARTFORD LIFE.
- --------------------------------------------------------------------------------
UNDER ANY OF THE ANNUITY OPTIONS ABOVE,  EXCEPT OPTION 5 (ON A VARIABLE  BASIS),
NO SURRENDERS ARE PERMITTED AFTER ANNUITY PAYMENTS COMMENCE.
- --------------------------------------------------------------------------------
 
                                       22
<PAGE>
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.
    
 
    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>
 <C>  <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 DIVIDED BY 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
Hartford  Life. 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 Hartford Life 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.
    
 
   
    Hartford  Life 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
Hartford Life 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
    
 
                                       23
<PAGE>
   
additional  Separate Account options; or (v) withdraws Separate Account options.
In the event of any such modification  Hartford Life will provide notice to  the
Contract  Owner or to the payee(s) during  the Annuity period. Hartford Life may
also make appropriate endorsement in the contract to reflect such modification.
    
 
                           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 24).
 
    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%. Your  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).
 
   
    Hartford  Life 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 Hartford
Life 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 are
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 Hartford  Life from  its  general
assets,  including surplus  or possible profit  from mortality  and expense risk
charges.
    
 
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
 
                                       24
<PAGE>
   
affected  by (a)  Hartford Life's  actual mortality  experience among Annuitants
before or after  retirement or  (b) Hartford Life's  actual expenses,  including
certain  administrative expenses, if greater than the deductions provided for in
the contracts  because of  the mortality  and expense  undertakings by  Hartford
Life.
    
 
   
    In  providing an  expense undertaking with  respect to both  DC-I and DC-II,
Hartford Life 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  Hartford Life  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 Hartford  Life's  present actuarial  determination  of
expected mortality rates among all Annuitants.
    
 
   
    If   actual  experience  among  Annuitants  deviates  from  Hartford  Life's
actuarial determination of expected mortality rates among Annuitants because, as
a group, their longevity is longer than anticipated, Hartford Life must  provide
amounts  from its  general funds  to fulfill  its contract  obligations. In that
event, a  loss  will fall  on  Hartford  Life. Conversely,  if  longevity  among
Annuitants  is  lower than  anticipated, a  gain will  result to  Hartford Life.
Hartford Life  also assumes  the  liability for  payment  of the  Minimum  Death
Benefit provided under the contract.
    
 
   
    The  administrative  undertaking  provided  by  Hartford  Life  assures  the
Contract Owner that administration will  be provided throughout the entire  life
of the contract.
    
 
   
    For  assuming these  risks Hartford Life  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  mortality,  expense  and
administrative  undertakings under the contracts may be reduced (see "Experience
Rating of Contracts", page 26). The rate charged for the mortality, expense  and
administrative  undertakings  may  be periodically  increased  by  Hartford Life
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 Hartford Life) 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.
    
 
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 26).
    
 
    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.
 
                                       25
<PAGE>
   
    In the event  that the  contract contains a  General Account  option or  the
contract  is issued in conjunction with a separate Hartford Life 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  some or all  of the following
factors: the  total  number  of  Participants,  the  sum  of  all  Participants'
Individual  Account  values, the  sum  of all  Participants'  Individual Account
values which are  allocated to  funds managed  by affiliates  of Hartford  Life,
anticipated  present  or future  expense levels,  anticipated present  or future
commission levels, and  whether or  not Hartford  Life is  an exclusive  annuity
Contract  provider. Experience rating  of a contract may  be discontinued in the
event of a change in the  applicable factors. Hartford Life, 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 amount of, or waiving, the Transfer Fee, (4) reducing the mortality, expense
and  administrative  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  Contractholders/Participants  funded  by  the
Separate Account. Experience rating  credits have been  given on certain  cases.
Participants  in  Contracts  receiving experience  rating  credits  will receive
notification regarding any reduction in charges of fees.
    
 
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 3.50%. On any  contract subject to Premium  Taxes, Hartford Life will pay
the taxes when imposed by the  applicable taxing authorities. Hartford Life,  as
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.
    
 
   
WHAT CHARGES ARE MADE BY THE FUNDS?
    
 
   
    Deductions  are made from assets of the Funds to pay for management fees and
the operating expenses  of the  Funds. A full  description of  the Funds,  their
investment  policies and restrictions, risks, charges and expenses and all other
aspects of their operation is contained  in the accompanying Prospectus for  the
Funds.
    
 
ARE THERE ANY OTHER DEDUCTIONS?
 
   
    Reallocation 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 26).
    
 
                        HARTFORD LIFE INSURANCE COMPANY
                                 AND THE FUNDS
 
WHAT IS HARTFORD LIFE?
 
   
    Hartford  Life   Insurance   Company  ("Hartford   Life")   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 individual
and group, in all states of the United States and the District of Columbia.  The
offices  of Hartford  Life are  located in  Simsbury, Connecticut;  however, its
mailing address is P.O. Box 2999, Hartford, CT 06102-2999.
    
 
   
    Hartford Life is ultimately 100%  owned by Hartford Fire Insurance  Company,
one  of the largest multiple  lines insurance carriers in  the United States. On
December 20,  1995,  Hartford  Fire Insurance  Company  became  an  independent,
publicly traded corporation.
    
 
   
    Hartford  Life is rated A+ (superior) by A.M. Best and Company, Inc., on the
basis of its  financial soundness  and operating performance.  Hartford Life  is
rated  AA+ by both  Standard & Poor's  and Duff and  Phelps on the  basis of its
claims paying ability.
    
 
                                       26
<PAGE>
    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 Hartford  Life. These  ratings  do apply  to Hartford
Life's ability to meet its insurance obligations under the contracts.
 
WHAT ARE THE FUNDS?
 
   
    Hartford Stock  Fund, Inc.  was organized  on March  11, 1976.  The  Calvert
Responsibly  Invested  Balanced  Fund  (Calvert  Responsibly  Invested  Balanced
Portfolio) 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 BOND FUND, INC.
 
    To achieve maximum current income consistent with preservation of capital by
investing primarily in fixed-income securities.
 
   
  HARTFORD CAPITAL APPRECIATION FUND, INC. (FORMERLY "HARTFORD AGGRESSIVE GROWTH
FUND, INC.")
    
 
    To  achieve  growth  of  capital  by  investing  in  equity  securities  and
securities convertible into equity  securities selected solely  on the basis  of
potential   for  capital  appreciation;   income,  if  any,   is  an  incidental
consideration.
 
  HARTFORD DIVIDEND AND GROWTH FUND, INC.
 
   
    To seek a high level of current income consistent with growth of capital and
reasonable investment  risk, by  investing primarily  in equity  securities  and
securities convertible into equity securities.
    
 
  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.*
    
 
  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.
 
  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").
 
   
* "STANDARD & POOR'S-REGISTERED TRADEMARK-", "S&P", "S&P
  500-REGISTERED TRADEMARK-", "STANDARD & POOR'S 500-REGISTERED TRADEMARK-", AND
  "500" ARE TRADEMARKS OF THE MCGRAW-HILL COMPANIES, INC. AND HAVE BEEN LICENSED
  FOR USE BY HARTFORD LIFE INSURANCE COMPANY AND AFFILIATES. THE HARTFORD  INDEX
  FUND,  INC. ("INDEX  FUND") IS  NOT SPONSORED,  ENDORSED, SOLD  OR PROMOTED BY
  STANDARD &  POOR'S  ("S&P") AND  S&P  MAKES NO  REPRESENTATION  REGARDING  THE
  ADVISABILITY OF INVESTING IN THE INDEX FUND.
    
 
                                       27
<PAGE>
  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.
 
   
  CALVERT RESPONSIBLY INVESTED BALANCED FUND (CALVERT RESPONSIBLY INVESTED
BALANCED FUND SERIES OF ACACIA CAPITAL CORPORATION), (FORMERLY "CALVERT SOCIALLY
RESPONSIVE FUND")
    
 
   
    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. The Fund invests in a portfolio of stocks, bonds, and
money market instruments selected with a  concern for the social impact of  each
investment.
    
 
ALL FUNDS
 
   
    The  Funds are available only to serve  as the underlying investment for the
variable annuity and variable life insurance contracts issued by Hartford Life.
    
 
    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 Hartford Life 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 Calvert  Responsibly Invested  Balanced Fund, a  series of  Acacia
Capital  Corporation which  is unaffiliated with  Hartford Life,  are offered to
other unaffiliated separate accounts. Hartford Life 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.
 
    Hartford Life 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. Hartford
Life 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  Sub-Account 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  Management")  has  served  as  sub-investment
adviser to certain of the Funds since August 1984.
    
 
                                       28
<PAGE>
   
    HIMCO  serves as investment manager  for Hartford Advisers, Hartford Capital
Appreciation, Hartford Dividend and Growth, Hartford International Opportunities
and Hartford Stock Funds pursuant to an Investment Management Agreement  between
each.  Wellington Management serves  as sub-investment adviser  to each of these
funds  pursuant  to  a  Sub-Investment  Advisory  Agreement  between  Wellington
Management 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  Calvert
Responsibly Invested Balanced 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 Hartford Life.
    
 
DOES HARTFORD LIFE HAVE ANY INTEREST IN THE FUNDS?
 
   
    As of December 31, 1995, certain Hartford Life group pension contracts  held
direct interest in shares as follows:
    
 
   
<TABLE>
<CAPTION>
                                                                  PERCENT OF
                                                      SHARES     TOTAL SHARES
                                                    ----------  ---------------
<S>                                                 <C>         <C>
Hartford Advisers Fund, Inc.......................  11,995,216            0.55%
Hartford Capital Appreciation Fund, Inc...........   9,760,293            1.58%
Hartford Index Fund, Inc..........................  12,029,208            7.67%
Hartford International Opportunities Fund, Inc....   5,629,699            1.07%
Hartford Mortgage Securities Fund, Inc............  15,512,929            5.07%
Hartford Stock Fund, Inc..........................      70,084            0.01%
</TABLE>
    
 
                           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
Hartford  Life's understanding  of current federal  income tax laws  as they are
currently interpreted.
 
B. HARTFORD LIFE AND DC-I AND DC-II
 
    DC-I is  not taxed  as a  part of  Hartford Life.  The taxation  of DC-I  is
governed  by Subchapter  M of  Chapter 1 of  the Internal  Revenue Code ("Code")
pursuant to an  Internal Revenue  Service ("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
Hartford Life 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.
 
                                       29
<PAGE>
   
    DC-II  is taxed as part of Hartford Life  which is taxed as a life insurance
company in accordance with the 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
18.) 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  rules  applicable  to  tax  qualified  contract  owners,  including
restrictions  on contributions and distributions,  taxation of distributions and
tax penalties, vary  according to  the type  of plan as  well as  the terms  and
conditions  of the plan itself. Various tax penalties may apply to contributions
in excess of specified limits, to  distributions in excess of specified  limits,
distributions  which  do  not  satisfy certain  requirements  and  certain other
transactions with respect to qualified plans. Accordingly, this summary provides
only general information about the tax rules associated with use of the Contract
by a qualified plan.  Contract owners, plan  participants and beneficiaries  are
cautioned  that the rights and benefits of any person to benefits are controlled
by the terms and conditions of the  plan regardless of the terms and  conditions
of  the Contract.  Some qualified  plans are  subject to  distribution and other
requirements which  are not  incorporated  into Hartford  Life's  administrative
procedures.   Owners,  participants   and  beneficiaries   are  responsible  for
determining that contributions, distributions and other transactions comply with
applicable law. Because of the  complexity of these rules, owners,  participants
and  beneficiaries  are  encouraged to  consult  their  own tax  advisors  as to
specific tax consequences.
    
 
   
  1. QUALIFIED PENSION PLANS
    
 
   
    Provisions of the  Code permit  eligible employers to  establish 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 Employee
Pension  Plans  (described  in  Section  408(k)).  Such  plans  are  subject  to
limitations  on  the amount  that may  be  contributed, the  persons who  may be
eligible and  the time  when distributions  must commence.  Corporate  employers
intending  to  use these  contracts in  connection with  such plans  should seek
competent advice.
    
 
   
  2. TAX SHELTERED ANNUITIES UNDER SECTION 403(B)
    
 
   
    Section 403(b) of the Code permits public school employees and employees  of
certain  types of charitable, educational and scientific organizations specified
in Section 501(c)(3) of the Code to purchase annuity contracts, and, subject  to
certain  limitations, exclude  such contributions from  gross income. Generally,
such contributions may not exceed the lesser  of $9,500 or 20% of the  employees
"includable  compensation" for his most recent  full year of employment, subject
to other adjustments.  Special provisions may  allow some employees  to elect  a
different overall limitation.
    
 
   
    Tax-sheltered  annuity  programs  under  Section  403(b)  are  subject  to a
PROHIBITION  AGAINST   DISTRIBUTIONS   FROM   THE   CONTRACT   ATTRIBUTABLE   TO
CONTRIBUTIONS  MADE  PURSUANT  TO  A  SALARY  REDUCTION  AGREEMENT  unless  such
distribution is made:
    
 
   
    (a) after the participating employee attains age 59 1/2;
    
 
   
    (b) upon separation from service;
    
 
   
    (c) upon death or disability, or
    
 
   
    (d) in the case of hardship.
    
 
   
    The above restrictions apply to distributions of employee contributions made
after December  31,  1988, earnings  on  those contributions,  and  earnings  on
amounts  attributable to  employee contributions held  as of  December 31, 1988.
They  do  not  apply  to  distributions  of  any  employer  or  other  after-tax
contributions,  employee contributions made on or  before December 31, 1988, and
earnings credited to employee contributions before December 31, 1988.
    
 
   
  3. DEFERRED COMPENSATION PLANS UNDER SECTION 457
    
 
   
    Employees and independent contractors performing services for such employers
may contribute on a before tax basis to the Deferred Compensation Plan of  their
employer in accordance with the employer's plan
    
 
                                       30
<PAGE>
   
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  "catch-up" deferrals during the three  taxable years ending before a
Participant attains normal retirement age.
    
 
   
    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 the
employer is legal owner of any contract issued with respect to the plan and that
deferred amounts will be subject to the claims of the employer's creditors.  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.
    
 
   
    Distributions from a Section 457  Deferred Compensation Plan are  prohibited
unless  made after the  participating employee attains the  age specified in the
plan, separates from service, dies, becomes permanently and totally disabled  or
suffers  an unforeseeable financial emergency. Present  federal tax law does not
allow tax-free transfers or rollovers for  amounts accumulated in a Section  457
plan except for transfers to other Section 457 plans in limited cases.
    
 
   
  4. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408
    
 
   
    Section 408 of the Code permits eligible individuals to establish individual
retirement  programs  through the  purchase  of Individual  Retirement Annuities
("IRAs"). IRAs are subject to limitations on the amount that may be contributed,
the contributions that may be deducted from taxable income, the persons who  may
be  eligible and the  time when distributions  may commence. Also, distributions
from certain qualified plans may be  "rolled-over" on a tax-deferred basis  into
an IRA.
    
 
   
  5. TAX PENALTIES
    
 
   
    Distributions  from retirement plans are generally taxed under Section 72 of
the Code. Under these  rules, a portion of  each distribution may be  excludable
from  income. The  excludable amount  is the  portion of  the distribution which
bears the same ratio as the after-tax contributions bear to the expected return.
    
 
   
    A. PREMATURE DISTRIBUTION
    
 
   
    Distributions from  a  qualified plan  before  the Participant  attains  age
59  1/2 are generally subject  to an additional tax equal  to 10% of the taxable
portion of the  distribution. The 10%  penalty 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).
    
 
   
    B. MINIMUM DISTRIBUTION TAX
    
 
   
    If the amount distributed is less than the minimum required distribution for
the  year, the Participant  is subject to a  50% tax on the  amount that was not
properly distributed.
    
 
   
    An individual's interest in a retirement plan must generally be  distributed
or  begin to be distributed not later than April 1 of the calendar year in which
the individual  attains age  70 1/2  ("required beginning  date"). The  required
beginning date with respect to certain government plans may be further deferred.
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.
    
 
   
    If an individual dies  before reaching his or  her required beginning  date,
the individual's entire interest must generally be distributed within five years
of  the  individuals death.  However,  this rule  will  be deemed  satisfied, if
distributions begin  before  the  close  of  the  calendar  year  following  the
individual's death to a
    
 
                                       31
<PAGE>
   
designated  Beneficiary  (or  over  a  period  not  extending  beyond  the  life
expectancy of the beneficiary). If the Beneficiary is the individual's surviving
spouse, distributions may be  delayed until the  individual would have  attained
age 70 1/2.
    
 
   
    If  an individual dies after reaching his  or her required beginning date or
after distributions have commenced, the individual's interest must generally  be
distributed at least as rapidly as under the method of distribution in effect at
the time of the individual's death.
    
 
   
    C. EXCESS DISTRIBUTION TAX
    
 
   
    If  the aggregate  distributions from all  IRAs and  certain other qualified
plans in a calendar year exceed the greater of (i) $150,000, or (ii) $112,500 as
indexed for inflation ($155,000 as of January ,1 1996), a penalty tax of 15%  is
generally imposed on the excess portion of the distribution.
    
 
   
    D. WITHHOLDING
    
 
   
    Periodic  distributions from a qualified plan lasting  for a period of 10 or
more years  are  generally subject  to  voluntary income  tax  withholding.  The
recipient  of periodic distributions may generally elect not to have withholding
apply or  to have  income taxes  withheld at  a different  rate by  providing  a
completed election form. Otherwise, the amount withheld on such distributions is
determined  at the  rate applicable  to wages as  if the  recipient were married
claiming three exemptions.
    
 
   
    Nonperiodic distributions from an IRA are subject to income tax  withholding
at a flat 10% rate. The recipient may elect not to have withholding apply.
    
 
   
    Nonperiodic  distributions from other qualified  plans are generally subject
to mandatory  income  tax  withholding at  the  flat  rate of  20%  unless  such
distributions are:
    
 
   
    (1) the non-taxable portion of the distribution;
    
 
   
    (2) required minimum distributions;
    
 
   
    (3) eligible rollover distributions.
    
 
   
    Eligible  rollover distributions are direct payments to an IRA or to another
qualified employer plan.
    
 
   
    Any distribution from plans described in Section 457 of the Code is  subject
to regular wage withholding rules.
    
 
   
D. DIVERSIFICATION REQUIREMENTS
    
 
   
    Section  817 of the Code provides that  a variable annuity contract will not
be treated as an  annuity contract 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 Department.  If  a
Contract  is not  treated as  an annuity  contract, the  Contract Owner  will be
subject to income tax on the annual increases in cash value.
    
 
   
    The  Treasury  Department  has  issued  diversification  regulations   which
generally require, among other things, that no more than 55% of the value of the
total  assets of the segregated assets account underlying a variable contract is
represented by any one investment,  no more than 70%  is represented by any  two
investment,  no more than  80% is represented  by any three  investments, and no
more than 90% is represented by any four investments. In determining whether the
diversification standards  are  met, all  securities  of the  same  issuer,  all
interests  in the  same real  property project,  and all  interests in  the same
commodity are each treated as a single  investment. In addition, in the case  of
government  securities,  each  government  agency  or  instrumentality  shall be
treated as a separate issuer.
    
 
   
    A separate account must be in compliance with the diversification  standards
on  the last day  of each calendar quarter  or within 30  days after the quarter
ends. If an insurance  company inadvertently fails  to meet the  diversification
requirements,  the company may  comply within a reasonable  period and avoid the
taxation of contract income on an ongoing basis. However, either the company  or
the Contract Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
    
 
   
    Hartford  Life monitors the  diversification of investments  in the separate
accounts and tests for  diversification as required by  the Code. Hartford  Life
intends  to administer all contracts subject to the diversification requirements
in a manner that will maintain adequate diversification.
    
 
                                       32
<PAGE>
   
E. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT
    
 
   
    In order for a variable annuity contract to qualify for tax deferral, assets
in the  segregated  asset accounts  supporting  the variable  contract  must  be
considered to be owned by the insurance company and not by the variable contract
owner.  The IRS has  issued several rulings which  discuss investor control. The
IRS has ruled that  incidents of ownership  by the contract  owner, such as  the
ability  to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.
    
 
   
    Further, in the  explanation to  the temporary  Section 817  diversification
regulations,  the Treasury Department  noted that the  temporary regulations "do
not provide guidance concerning the  circumstances in which investor control  of
the  investments of  a segregated asset  account may cause  the investor, rather
than the insurance  company, to be  treated as the  owner of the  assets in  the
account."  The  explanation further  indicates  that "the  temporary regulations
provide that  in  appropriate  cases  a segregated  asset  account  may  include
multiple  sub-accounts, but do not specify the extent to which policyholders may
direct their investments to particular sub-accounts without being treated as the
owners of  the underlying  assets. Guidance  on this  and other  issues will  be
provided in regulations or revenue rulings under Section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did  not provide guidance regarding investor control, and as of the date of this
prospectus, no other such guidance has been issued. Further, Hartford Life  does
not  know if or in what form such guidance will be issued. In addition, although
regulations are generally issued  with prospective effect,  it is possible  that
regulations  may be issued with retroactive effect.  Due to the lack of specific
guidance regarding  the issue  of investor  control, there  is necessarily  some
uncertainty  regarding whether a Contract Owner could be considered the owner of
the assets for  tax purposes.  Hartford Life reserves  the right  to modify  the
contracts,  as necessary, to  prevent Contract Owners  from being considered the
owners of the assets in the separate accounts.
    
 
   
F. 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.
    
 
   
G. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
    
 
   
    The  discussion above  provides general  information regarding  U.S. federal
income tax  consequences  to  annuity  purchasers  that  are  U.S.  citizens  or
residents.  Purchasers that are not U.S. citizens or residents will generally be
subject to U.S. federal income tax and withholding on annuity distributions at a
30% rate, unless  a lower treaty  rate applies. In  addition, purchasers may  be
subject to state premium tax, other state and/or municipal taxes, and taxes that
may  be  imposed  by  the  purchaser's  country  of  citizenship  or  residence.
Prospective purchasers  are advised  to  consult with  a qualified  tax  advisor
regarding U.S., state, and foreign taxation with respect to an annuity purchase.
    
 
                                 MISCELLANEOUS
 
WHAT ARE MY VOTING RIGHTS?
 
   
    Hartford  Life 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. Hartford  Life shall  also send  proxy materials  and a  form of
instruction by means of which the Contract Owner can instruct Hartford Life 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, Hartford Life shall
arrange for the handling and tallying of proxies received from Contract  Owners.
Hartford  Life 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. Hartford  Life 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  Hartford  Life to  furnish a  proxy or
otherwise arrange for  the exercise of  voting rights with  respect to the  Fund
shares held for such Contract
    
 
                                       33
<PAGE>
   
Owner's  account. In the event that the  Contract Owner gives no instructions or
leaves the manner of voting discretionary, Hartford Life 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 Securities Distribution Company,  Inc. ("HSD") serves as  Principal
Underwriter for the securities issued with respect to the Separate Account.
    
 
   
    HSD  is a wholly-owned  subsidiary of Hartford  Life. The principal business
address of HSD is 200 Hopmeadow Street, Simsbury, CT.
    
 
   
    The securities will be  sold by salespersons of  HSD who represent  Hartford
Life   as  insurance  and  Variable  Annuity   agents  and  who  are  registered
representatives or Broker-Dealers who have entered into distribution  agreements
with HSD.
    
 
   
    HSD  is registered with the Commission  under the Securities Exchange Act of
1934 as  a  Broker-Dealer  and  is  a member  of  the  National  Association  of
Securities Dealers, Inc.
    
 
   
    Compensation will be paid by Hartford Life to registered representatives for
the  sale of contracts up to a maximum of 5.0% of initial Contributions and .50%
on all subsequent Contributions. Sales compensation may be reduced.
    
 
WHO IS THE CUSTODIAN OF THE SEPARATE ACCOUNTS' ASSETS?
 
   
    Hartford Life is the custodian of the Separate Accounts' assets.
    
 
ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE SEPARATE ACCOUNTS?
 
   
    Counsel with respect to Federal laws and regulations applicable to the issue
and sale of the contracts and with  respect to Connecticut law is Lynda  Godkin,
Esquire,  Associate  General  Counsel  and  Secretary,  Hartford  Life Insurance
Companies, P.O. Box 2999, Hartford, CT 06104-2999.
    
 
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 in giving said reports. Reference is made  to
said  report of Hartford Life Insurance  Company (the depositor), which includes
an explanatory  paragraph  with  respect  to  the  adoption  of  new  accounting
standards changing the methods of accounting for debt and equity securities. The
principal  business  address  of Arthur  Andersen  LLP is  One  Financial Plaza,
Hartford, CT 06103.
    
 
                                       34
<PAGE>
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
 
                                       35
<PAGE>
                                    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:
 
<TABLE>
<CAPTION>
                    DEDUCTIONS                                      PORTION REPRESENTING
              AGGREGATE CONTRIBUTION                                            MINIMUM        TOTAL
                  AMOUNTS TO THE                       TOTAL        SALES        DEATH        AS % OF
              SUB ACCOUNTS* INVESTED                 DEDUCTION    EXPENSES      BENEFIT     NET 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%
</TABLE>
 
  * This illustration does not assume the payment of any Premium Taxes.
 
    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%.
 
    Hartford  Life 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 Hartford Life  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, Hartford Life,  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  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) Hartford Life's actual
 
                                       36
<PAGE>
  expenses, if greater than the deductions provided for in the contracts, or (b)
  Hartford Life's actual mortality experience among Annuitants after  retirement
  because of the expense and mortality undertakings by Hartford Life.
 
    In providing an expense undertaking, Hartford Life 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  Hartford Life  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  Hartford   Life's   actuarial
  determination  of  expected mortality  rates among  all Annuitants.  If actual
  experience  among   Annuitants  deviates   from  Hartford   Life's   actuarial
  determination  of  expected mortality  rates  among Annuitants  because,  as a
  group, their longevity is longer than anticipated, Hartford Life must  provide
  amounts  from its general  funds to fulfill its  contract obligations. In that
  event, a  loss will  fall on  Hartford Life.  Conversely, if  longevity  among
  Annuitants is lower than anticipated, a gain will result to Hartford Life.
 
    For  assuming these risks Hartford Life 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 Hartford  Life subject to a  maximum annual rate  of
  2.00%.  However, no  increase will  occur unless  the Securities  and Exchange
  Commission first approves this increase.
 
  2. 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.
 
    In  the event  that the  Contributions made on  behalf of  a Participant are
  allocated  partially  to  the  fixed  annuity  portion  of  the  Participant's
  Individual  Account  and  partially to  the  variable annuity  portion  of the
  Participant's Individual  Account,  then  the  Annual  Contract  Fee  will  be
  deducted   first  from  the  value  of   the  fixed  annuity  portion  of  the
  Participant's Individual Account. If the value of the fixed annuity portion of
  the Participant's Individual Account is insufficient to pay the fee, then  any
  deficit will be deducted from the value of the variable annuity portion of the
  Participant's  Individual Account  in the  following manner:  if there  are no
  accumulation units  in the  General Account  or if  their value  is less  than
  $10.00,  the General Account portion of an account will be made against values
  held in the  Stock Fund  Sub-Account of DC-I.  If the  Stock Fund  Sub-Account
  values  are insufficient to cover the fee,  the fee shall be deducted from the
  account values held  in the  Bond Fund  Sub-Account of  DC-I. The  fee is  not
  applicable  to the Money Market Fund  Sub-Account where available. In the even
  that the Contributions made on behalf of a Participant are allocated partially
  to the  General Account  and partially  to the  Separate Account,  the  Annual
  Contract  Fee will be charged against the Separate Account and General Account
  on a pro rata basis.
 
  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.
 
                                       37
<PAGE>
                               TABLE OF CONTENTS
                                      FOR
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
SECTION                                                                     PAGE
- --------------------------------------------------------------------------  ----
<C>   <S>                                                                   <C>
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......................................................
</TABLE>
 
                                       38
<PAGE>

                                        PART B

                         STATEMENT OF ADDITIONAL INFORMATION

                           HARTFORD LIFE INSURANCE COMPANY
                SEPARATE ACCOUNT DC-I AND SEPARATE ACCOUNT TWO (DC-II)


                      Group Variable Annuity Contracts Issued by
                           Hartford Life Insurance Company
                            With Respect to DC-I and DC-II


This Statement of Additional Information is not a Prospectus.  The information
contained herein should be read in conjunction with the Prospectus.

To obtain a Prospectus, send a written request to Hartford Life Insurance
Company, Attn:  RPVA Administration, P.O. Box 2999, Hartford, CT  06104-2999.


   
Date of Prospectus:  May 1, 1996
Date of Statement of Additional Information:  May 1, 1996
    

33-19947/33-19949

<PAGE>

                                   TABLE OF CONTENTS


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>

                    DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY
   
Hartford Life Insurance Company ("Hartford Life") 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 individual and group, in all
states of the United States and the District of Columbia.  The offices of
Hartford Life are located in Simsbury, Connecticut; however, its mailing address
is P.O. Box 2999, Hartford, Connecticut 06104-2999.
    
   
Hartford Life is ultimately 100% owned by Hartford Fire Insurance Company, one
of the largest multiple lines insurance carriers in the United States.  On
December 20, 1995, Hartford Fire Insurance Company became an independent,
publicly traded corporation.
    
   
Hartford Life is rated A+ (superior) by A.M. Best and Company, Inc., on the
basis of its financial soundness and operating performance.  Hartford Life is
rated AA+ by both Standard & Poor's and Duff and Phelps on the basis of its
claims paying ability.
    
   
As of December 31, 1995, certain Hartford Life group pension contracts held
direct interest in shares as follows:
    
   
                                                                     Percent of
                                                           Shares   Total Shares
                                                           ------   ------------
    Hartford Advisers Fund, Inc........................  11,995,216    0.55%
    Hartford Capital Appreciation Fund, Inc............   9,760,293    1.58%
    Hartford Index Fund, Inc...........................  12,029,208    7.67%
    Hartford International Opportunities Fund, Inc.....   5,629,699    1.07%
    Hartford Mortgage Securities Fund, Inc.............  15,512,929    5.07%
    Hartford Stock Fund, Inc...........................      70,084    0.01%
    

                                SAFEKEEPING OF ASSETS
   
Hartford Life holds the assets of the Separate Account in its custody for
safekeeping and performs those services normally performed by a custodian.
    
                            INDEPENDENT PUBLIC ACCOUNTANTS
   
Arthur Andersen LLP, One Financial Plaza, Hartford, Connecticut 06103, 
independent public accountants, will perform an annual audit of the Separate 
Account.  The financial statements and schedules included in this Statement 
of Additional Information and elsewhere in the Registration Statement have 
been audited by Arthur Andersen LLP 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 in giving said report. 
Reference is made to said report of Hartford Life Insurance Company (the 
depositor), which includes an explanatory paragraph with respect to the 
adoption of new accounting standards changing the methods of accounting for 
debt and equity securities.
    
<PAGE>

                                         -2-

                              DISTRIBUTION OF CONTRACTS
   
Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account.  HSD
is a wholly-owned subsidiary of Hartford Life.  The principal business address
of HSD is the same as Hartford Life.
    
   
The securities will be sold by salespersons of HSD who represent Hartford Life
as insurance and Variable Annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.
    
   
HSD is registered with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 as a Broker-Dealer and is a member of the
National Association of Securities Dealers, Inc. ("NASD").  Compensation will be
paid by Hartford Life to registered representatives for the sale of Contracts up
to a maximum of 5% on initial Contributions and .50% on all subsequent
Contributions.  Sales compensation may be reduced.
    
   
Prior to June 26, 1995, the Principal Underwriter for the Separate Account was
Hartford Equity Sales Company, Inc., an NASD member Broker-Dealer.
    
   
The offering of the Separate Account contracts is continuous.
    
                                    ANNUITY PERIOD

A.  Annuity Payments

    Variable Annuity payments are determined on the basis of (1) a mortality
    table set forth in the contracts which reflects the age of the Annuitant
    and the type of Annuity payment option selected, and (2) the investment
    performance of the investment medium selected.  Fixed Annuity payments will
    be no less than those calculated at rates based on the annuity tables
    contained in the contracts.

    The amount of the Annuity payments will not be affected by adverse
    mortality experience or by an increase in expenses in excess of the expense
    deduction for which provision has been made (see "Charges Under the
    Contracts," in the Prospectus).

    The Annuitant will be paid the value of a fixed number of Annuity Units
    each month.  The value of such units and the amounts of the monthly
    Variable Annuity payments will, however, reflect investment income
    occurring after retirement, and thus the payments will vary with the
    investment experience of the Fund shares selected.

                  Illustration of Calculation of Annuity Unit Value
                  -------------------------------------------------

    1.  Net Investment Factor for period                              .000498
    2.  Adjustment for 4% Assumed Rate of Net Investment Return       .999892

<PAGE>

                                         -3-

    3.  2x(1+1.000000)                                               1.000390
    4.  Annuity Unit value, beginning of period                       .995995
    5.  Annuity Unit value, end of period (3x4)                       .996383

B.  Electing the Annuity Commencement Date and Form of Annuity

    Depending on the Contract involved, the Contract Owner or Participant
    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 the Participant's 75th birthday.  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 be
    made on the first business day of each month.
   
    The contracts contain the five optional Annuity forms described below,
    which may be selected on either a Fixed or Variable Annuity basis, or a
    combination thereof.  If a Contract Owner does not elect otherwise,
    Hartford Life reserves the right to begin Annuity payments at age 65 under
    Option 2 with 120 monthly payments certain.
    
    When an Annuity is purchased 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.
   
    The minimum Annuity payment is $20.  No election may be made which results
    in a first payment of less than $20.  If at any time Annuity payments are
    or become less than $20, Hartford Life has the right to change the
    frequency of payment to such intervals as will result in payments of at
    least $20.
    
C.  Optional Annuity Forms

    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

<PAGE>

                                         -4-
   
    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 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 Hartford Life.
    
                           Illustration of Annuity Payments
                           Individual Age 65, Life Annuity
                              With 120 Payments Certain
                              -------------------------

    1.   Net amount applied                                      13,978.25
    2.   Initial monthly income per $1,000 of payment applied         5.93
    3.   Initial monthly payment (1x2/1,000)                         82.89
    4.   Annuity Unit value                                            .953217
    5.   Number of monthly Annuity Units (3DIVIDED BY4)              86.959
    6.   Assume Annuity Unit value for second month equal to           .963723
    7.   Second monthly payment (6x5)                                83.80
    8.   Assume Annuity Unit value for third month equal to            .964917
    9.   Third month payment (8x5)                                   83.91

    For the purpose of this illustration, purchase is assumed to have been made
    on the 5th business day preceding the first payment date.  In determining
    the second and subsequent payments the annuity unit value of the 5th
    business day preceding the annuity due date is used.

  * 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 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 Hartford Life.

<PAGE>

                                         -5-

    For example, if $20,000 were applied to the purchase of an Annuity under
    this option, the value of an Annuity Unit was $1.25 on the Annuity
    Commencement Date, the number of Annuity Units represented by each monthly
    payment was 91.68 (the number applicable to an individual electing this
    option to commence at age 65), 60 monthly Annuity payments were made prior
    to the date of death, and the value of an Annuity Unit on the date of
    receipt of proof of an Annuitant's death was $1.50, the amount paid to the
    Beneficiary would be $15,748.80, computed as follows:

    $20,000     (91.68 x 60) = 10,499.200
    -------  -
     $1.25
                         or

    16,000.000 - 5,500.800 = 10,499.200
    10,499.200 x $1.50 = $15,748.80

    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.  Under most group
    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 Hartford Life.
    
    Option 5 is an option that does not involve life contingencies and thus no
    mortality guarantee.

    Surrenders under Option 5 will be subject to the limitations set forth in
    the Contract and any applicable contingent deferred sales charges (see "How
    do I select an Annuity Commencement Date and Form of Annuity?" in the
    Prospectus.)

*   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

<PAGE>

                                         -6-
   
    Internal Revenue Service, or if none is prescribed, the mortality table
    then in use by Hartford Life.
    
                           CALCULATION OF YIELD AND RETURN
   
YIELD OF THE HVA MONEY MARKET FUND AND U.S. GOVERNMENT MONEY MARKET FUND
SUB-ACCOUNTS.  As summarized in the Prospectus under the heading "Performance
Related Information," the yield of the Money Market Fund and U.S. Government
Money Market Fund Sub-Accounts for a seven-day period (the "base period") will
be computed by determining the "net change in value" (calculated as set forth
below) of a hypothetical account having a balance of one share at the beginning
of the period, dividing the net change in account value by the value of the
account at the beginning of the base period to obtain the base period return,
and multiplying the base period return by 365/7 with the resulting yield figure
carried to the nearest hundredth of one percent.  Net changes in value of a
hypothetical account will include net investment income of the account (accrued
daily dividends as declared by the underlying funds, less daily expense and
contract charges of the account) for the period, but will not include realized
gains or losses or unrealized appreciation or depreciation on the underlying
fund shares.
    
The Money Market Fund and U.S. Government Money Market Fund Sub-Accounts yield
and effective yield will vary in response to fluctuations in interest rates and
in the expenses of the two Sub-Accounts.

The current yield and effective yield reflect recurring charges on the Separate
Account level, including the maximum Annual Contract Fee.

Money Market Fund Sub-Account
   
The yield and effective yield for the seven day period ending December 31, 1995
is as follows:
    
    ($25 Annual Contract Fee)
   
Yield              3.90%
Effective Yield    3.97%
    
U.S. Government Money Market Fund Sub-Account
   
The yield and effective yield for the sub-account for the seven day period
ending December 31, 1995 is as follows:
    
    ($25 Annual Contract Fee)
   
Yield              3.60%
Effective Yield    3.67%
    
<PAGE>

                                         -7-
   
YIELDS OF HARTFORD BOND FUND AND HARTFORD MORTGAGE SECURITIES FUND SUB-ACCOUNTS.
As summarized in the Prospectus under the heading "Performance Related
Information," yields of these two Sub-Accounts will be computed by annualizing a
recent month's net investment income, divided by a Fund share's net asset value
on the last trading day of that month.  Net changes in the value of a
hypothetical account will assume the change in the underlying mutual funds "net
asset value per share" for the same period in addition to the daily expense
charged assessed, at the sub-account level for the respective period.  The Bond
Fund and Mortgage Securities Fund Sub-Accounts' yields will vary from time to
time depending upon market conditions and, the composition of the underlying
funds' portfolios.  Yield should also be considered relative to changes in the
value of the Sub-Accounts' shares and to the relative risks associated with the
investment objectives and policies of the Bond Fund and Mortgage Securities
Fund.
    
The yield reflects recurring charges on the Separate Account level, including
the Annual Contract Fee.

The Bond Fund and Mortgage Securities Fund Sub-Accounts' yield will vary from
time to time depending upon market conditions and, the composition of the
underlying funds' portfolios.  Yield should also be considered relative to
changes in the value of the Sub-Accounts' shares and to the relative risks
associated with the investment objectives and policies of the Funds.

Bond Fund Sub-Account
   
Yield calculations of the Sub-Account used for illustration purposes reflect the
interest earned by the Sub-Account, less applicable asset charges assessed
against a Contract Owner's contract over the base period.  The following is the
method used to determine the yield for the 30 day period ended December 31,
1995.
    
Example:
                                                                6
Current Yield Formula for the Sub-Account   2*[((A-B)/(C*D) + 1)  - 1]

Where    A = Dividends and interest earned during the period.
         B = Expenses accrued for the period (net of reimbursements).
         C = The average daily number of units outstanding during the period
             that were entitled to receive dividends.
         D = The maximum offering price per unit on the last day of the period.
   
         Yield = 5.15% (DCI and DCII)
    
Mortgage Securities Fund Sub-Account

Yield calculations of the Sub-Account used for illustration purposes reflect the
interest earned by the Sub-Account, less applicable asset charges assessed
against a Contract Owner's account over the base period.  The following is the
method used to determine the yield for the 30 days period

<PAGE>

                                         -8-
   
ended December 31, 1995.
    
Example:
                                                                      6
Current Yield Formula for the Sub-Account         2*[((A-B)/(C*D) + 1)  - 1]

Where    A = Dividends and interest earned during the period.
         B = Expenses accrued for the period (net of reimbursements).
         C = The average daily number of units outstanding during the period
             that were entitled to receive dividends.
         D = The maximum offering price per unit on the last day of the period.
   
         Yield = 5.58% (DCI and DCII)
    
At any time in the future, yields and total return may be higher or lower than
past yields and there can be no assurance that any historical results will
continue.

The method of calculating yields described above for these Sub-Accounts differs
from the method used by the Sub-Accounts prior to May 1, 1988.  The denominator
of the fraction used to calculate yield was previously the average unit value
for the period calculated.  That denominator will hereafter be the unit value of
the Sub-Accounts on the last trading day of the period calculated.

CALCULATION OF TOTAL RETURN.  As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Sub-Account over the period covered.  The formula
for total return used herein includes three steps:  (1) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of units owned at the end of the period by the unit
value per unit on the last trading day of the period; (2) assuming redemption at
the end of the period and deducting any applicable contingent deferred sales
charge and (3) dividing this account value for the hypothetical investor by the
initial $1,000 investment and annualizing the result for periods of less than
one year.  Total return will be calculated for one year, five years and ten
years or some other relevant periods if a Sub-Account has not been in existence
for at least ten years.

                               PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN.  Each Sub-Account may from time to time include its
total return in advertisements or in information furnished to present or
prospective shareholders.  Each Sub-Account may from time to time include its
yield and total return in advertisements or information furnished to present or
prospective shareholders.  Each Sub-Account may from time to time include in
advertisements its total return (and yield in the case of certain Sub-Accounts)
the ranking of those performance figures relative to such figures for groups of
other annuities analyzed by Lipper Analytical Services as having the same
investment objectives.

<PAGE>

                                         -9-

The total return and yield may also be used to compare the performance of the
Sub-Accounts against certain widely acknowledged outside standards or indices
for stock and bond market performance.  The Standard & Poor's Composite Index of
500 Stocks (the "S&P 500") is a market value-weighted and unmanaged index
showing the changes in the aggregate market value of 500 stocks relative to the
base period 1941-43.  The S&P 500 is composed almost entirely of common stocks
of companies listed on the New York Stock Exchange, although the common stocks
of a few companies listed on the American Stock Exchange or traded
over-the-counter are included.  The 500 companies represented include 400
industrial, 60 transportation and 40 financial services concerns.  The S&P 500
represents about 80% of the market value of all issues traded on the New York
Stock Exchange.

The NASDAQ-OTC Price Index (the "NASDAQ Index") is a market value-weighted and
unmanaged index showing the changes in the aggregate market value of
approximately 3,500 stocks relative to the base measure of 100.00 on February 5,
1971.  The NASDAQ Index is composed entirely of common stocks of companies
traded over-the-counter and often through the National Association of Securities
Dealers Automated Quotations ("NASDAQ") system.  Only those over-the-counter
stocks having only one market maker or traded on exchanges are excluded.

The Shearson Lehman Government Bond Index (the "SL Government Index") is a
measure of the market value of all public obligations of the U.S. Treasury; all
publicly issued debt of all agencies of the U.S. Government and all
quasi-federal corporations; and all corporate debt guaranteed by the U.S.
Government.  Mortgage-backed securities, flower bonds and foreign targeted
issues are not included in the SL Government Index.

The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion.  To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rating
agency.
   
The manner in which total return and yield will be calculated for public use is
described above.  The following table summarizes the calculation of total return
and yield for each Sub-Account, where applicable, through December 31, 1995.
    

<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
TO HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO AND TO THE
OWNERS OF UNITS OF INTEREST THEREIN:

We  have audited the accompanying statement of assets & liabilities of Hartford
Life Insurance Company Separate  Account Two (the Account)  as of December  31,
1995,  and the  related statement  of operations  for the  year then  ended and
statements of changes in  net assets for  each of the two  years in the  period
then  ended. These financial statements are the responsibility of the Account's
management. Our  responsibility is  to express  an opinion  on these  financial
statements based on our audits.

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

In our opinion, the financial statements  referred to above present fairly,  in
all  material  respects,  the  financial position  of  Hartford  Life Insurance
Company Separate  Account Two  as of  December  31, 1995,  the results  of  its
operations  for the year then ended and the  changes in its net assets for each
of the two years in the period then ended in conformity with generally accepted
accounting principles.

Hartford, Connecticut
February 19, 1996                                           Arthur Andersen LLP


<PAGE>
 Separate Account Two
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES
 DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                                MONEY
                              BOND FUND       STOCK FUND     MARKET FUND
                             SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                           ---------------   -------------   ------------
<S>                        <C>               <C>             <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares                                                                      205,553,955
    Cost                                                                    $   209,932,335
    Market Value.........    $ 211,362,910        --             --
  Hartford Stock Fund,
   Inc.
    Shares                                                                      273,568,580
    Cost                                                                    $   749,838,526
    Market Value.........        --          $ 964,881,850       --
  HVA Money Market Fund,
   Inc.
    Shares                                                                       188,634,435
    Cost                                                                    $   188,634,435
    Market Value.........        --               --         $188,634,435
  Hartford Advisers Fund,
   Inc.
    Shares                                                                     1,203,621,268
    Cost                                                                      $1,966,152,609
    Market Value.........        --               --             --
  Hartford U.S.
   Government Money
   Market Fund, Inc.
    Shares                                                                        1,541,454
    Cost                                                                  $       1,541,454
    Market Value.........        --               --             --
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares                                                                      308,044,714
    Cost                                                                    $   855,351,988
    Market Value.........        --               --             --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares                                                                      206,683,299
    Cost                                                                    $   222,736,253
    Market Value.........        --               --             --
  Hartford Index Fund,
   Inc.
    Shares                                                                       81,559,076
    Cost                                                                    $   121,425,129
    Market Value.........        --               --             --
  Hartford International
   Opportunities Fund,
   Inc.
    Shares                                                                      251,443,857
    Cost                                                                    $   282,513,031
    Market Value.........        --               --             --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares                                                                       87,758,037
    Cost                                                                   $     98,018,237
    Market Value.........        --               --             --
  Dividends receivable...        --               --             --
  Due from Hartford Life
   Insurance Company.....       14,147,225       3,717,563        28,444
  Receivable from fund
   shares sold...........           32,125          23,525    26,370,639
                           ---------------   -------------   ------------
  Total Assets...........      225,542,260     968,622,938   215,033,518
                           ---------------   -------------   ------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....           32,227          23,557    26,365,647
  Payable for fund shares
   purchased.............       14,147,211       3,717,611        28,449
                           ---------------   -------------   ------------
  Total Liabilities......       14,179,438       3,741,168    26,394,096
                           ---------------   -------------   ------------
  Net Assets (variable
   annuity contract
   liabilities)..........    $ 211,362,822   $ 964,881,770   $188,639,422
                           ---------------   -------------   ------------
                           ---------------   -------------   ------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       1
<PAGE>
<TABLE>
<CAPTION>
                                             U.S. GOVERNMENT           CAPITAL           MORTGAGE
                           ADVISERS FUND    MONEY MARKET FUND     APPRECIATION FUND   SECURITIES FUND   INDEX FUND
                            SUB-ACCOUNT        SUB-ACCOUNT           SUB-ACCOUNT        SUB-ACCOUNT    SUB-ACCOUNT
                          ---------------  --------------------   ------------------  ---------------  ------------
<S>                       <C>              <C>                    <C>                 <C>              <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
    Shares                                                                      205,553,955
    Cost                                                                    $   209,932,335
    Market Value.........       --               --                      --                 --              --
  Hartford Stock Fund,
   Inc.
    Shares                                                                      273,568,580
    Cost                                                                    $   749,838,526
    Market Value.........       --               --                      --                 --              --
  HVA Money Market Fund,
   Inc.
    Shares                                                                       188,634,435
    Cost                                                                    $   188,634,435
    Market Value.........       --               --                      --                 --              --
  Hartford Advisers Fund,
   Inc.
    Shares                                                                     1,203,621,268
    Cost                                                                      $1,966,152,609
    Market Value.........  $2,357,220,033        --                      --                 --              --
  Hartford U.S.
   Government Money
   Market Fund, Inc.
    Shares                                                                        1,541,454
    Cost                                                                  $       1,541,454
    Market Value.........       --              $1,541,454               --                 --              --
  Hartford Capital
   Appreciation Fund,
   Inc.
    Shares                                                                      308,044,714
    Cost                                                                    $   855,351,988
    Market Value.........       --               --                 $1,074,971,315          --              --
  Hartford Mortgage
   Securities Fund, Inc.
    Shares                                                                      206,683,299
    Cost                                                                    $   222,736,253
    Market Value.........       --               --                      --             $221,411,551        --
  Hartford Index Fund,
   Inc.
    Shares                                                                       81,559,076
    Cost                                                                    $   121,425,129
    Market Value.........       --               --                      --                 --         $165,395,281
  Hartford International
   Opportunities Fund,
   Inc.
    Shares                                                                      251,443,857
    Cost                                                                    $   282,513,031
    Market Value.........       --               --                      --                 --              --
  Hartford Dividend and
   Growth Fund, Inc.
    Shares                                                                       87,758,037
    Cost                                                                   $     98,018,237
    Market Value.........       --               --                      --                 --              --
  Dividends receivable...       --               --                      --                 --              --
  Due from Hartford Life
   Insurance Company.....      2,347,036            71,753              11,230,672            51,950        101,649
  Receivable from fund
   shares sold...........          4,055             1,399               --                   29,773            324
                          ---------------      -----------        ------------------  ---------------  ------------
  Total Assets...........  2,359,571,124         1,614,606           1,086,201,987       221,493,274    165,497,254
                          ---------------      -----------        ------------------  ---------------  ------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....          4,060             1,110               --                   31,313            280
  Payable for fund shares
   purchased.............      2,349,274            71,620              11,230,335            46,223        101,602
                          ---------------      -----------        ------------------  ---------------  ------------
  Total Liabilities......      2,353,334            72,730              11,230,335            77,536        101,882
                          ---------------      -----------        ------------------  ---------------  ------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $2,357,217,790       $1,541,876          $1,074,971,652      $221,415,738   $165,395,372
                          ---------------      -----------        ------------------  ---------------  ------------
                          ---------------      -----------        ------------------  ---------------  ------------
 
<CAPTION>
                             INTERNATIONAL
                             OPPORTUNITIES    DIVIDEND AND
                                 FUND          GROWTH FUND
                              SUB-ACCOUNT      SUB-ACCOUNT
                           -----------------  -------------
<S>                       <C>                 <C>
ASSETS:
Investments:
  Hartford Bond Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --
  Hartford Stock Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --
  HVA Money Market Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --
  Hartford Advisers Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --
  Hartford U.S.
   Government Money
   Market Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --
  Hartford Capital
   Appreciation Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --
  Hartford Mortgage
   Securities Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --
  Hartford Index Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --
  Hartford International
   Opportunities Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........    $328,307,731          --
  Hartford Dividend and
   Growth Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........        --           $115,579,090
  Dividends receivable...        --                --
  Due from Hartford Life
   Insurance Company.....          35,397          217,629
  Receivable from fund
   shares sold...........          75,096              108
                           -----------------  -------------
  Total Assets...........     328,418,224      115,796,827
                           -----------------  -------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....          74,853              104
  Payable for fund shares
   purchased.............          35,406          217,519
                           -----------------  -------------
  Total Liabilities......         110,259          217,623
                           -----------------  -------------
  Net Assets (variable
   annuity contract
   liabilities)..........    $328,307,965     $115,579,204
                           -----------------  -------------
                           -----------------  -------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       2
<PAGE>
 SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES -- (CONTINUED)
 DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                               CALVERT
                             RESPONSIBLY                     SMITH BARNEY
                              INVESTED                          DAILY
                              BALANCED       INTERNATIONAL     DIVIDEND
                              PORTFOLIO      ADVISERS FUND       FUND
                             SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                           ---------------   -------------   ------------
<S>                        <C>               <C>             <C>
ASSETS:
Investments:
  Calvert Responsibly
   Invested Balanced
   Portfolio
    Shares                1,035,297
    Cost                 $1,571,868
    Market Value.........    $  1,763,111         --             --
  Hartford International
   Advisers Fund, Inc.
    Shares                6,850,619
    Cost                 $7,419,698
    Market Value.........        --          $  7,597,541        --
  Smith Barney Daily
   Dividend Fund, Inc.
    Shares                  568,219
    Cost                 $ 568,219
    Market Value.........        --               --         $   568,219
  Smith Barney
   Appreciation Fund,
   Inc.
    Shares                   12,475
    Cost                 $  85,820
    Market Value.........        --               --             --
  Smith Barney Government
   and Agencies Fund
    Shares                   42,393
    Cost                 $  42,393
    Market Value.........        --               --             --
  TCI Advantage Fund
    Shares                    7,580
    Cost                 $  45,726
    Market Value.........        --               --             --
  TCI Growth Fund
    Shares                   57,488
    Cost                 $ 686,665
    Market Value.........        --               --             --
  Fidelity VIP Overseas
   Fund
    Shares                   10,961
    Cost                 $ 183,433
    Market Value.........        --               --             --
  Fidelity VIP Asset
   Manager
    Shares                   21,487
    Cost                 $ 320,417
    Market Value.........        --               --             --
  Fidelity VIP II
   Contrafund Fund
    Shares                  144,097
    Cost                 $1,968,435
    Market Value.........        --               --             --
  Fidelity VIP Growth
   Fund
    Shares                   75,494
    Cost                 $2,238,863
    Market Value.........        --               --             --
  Dividends receivable...          31,889         126,971          1,128
  Receivable from fund
   shares sold...........        --                     5          1,398
                           ---------------   -------------   ------------
  Total Assets...........       1,795,000       7,724,517        570,745
                           ---------------   -------------   ------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....        --                     5          1,398
  Payable for fund shares
   purchased.............          31,497         126,974        --
                           ---------------   -------------   ------------
  Total Liabilities......          31,497         126,979          1,398
                           ---------------   -------------   ------------
  Net Assets (variable
   annuity contract
   liabilities)..........    $  1,763,503    $  7,597,538    $   569,347
                           ---------------   -------------   ------------
                           ---------------   -------------   ------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       3
<PAGE>
<TABLE>
<CAPTION>
                           SMITH BARNEY        SMITH BARNEY                                            FIDELITY VIP
                           APPRECIATION       GOVERNMENT AND             TCI                TCI          OVERSEAS
                               FUND           AGENCIES FUND         ADVANTAGE FUND      GROWTH FUND        FUND
                            SUB-ACCOUNT        SUB-ACCOUNT           SUB-ACCOUNT        SUB-ACCOUNT    SUB-ACCOUNT
                          ---------------  --------------------   ------------------  ---------------  ------------
<S>                       <C>              <C>                    <C>                 <C>              <C>
ASSETS:
Investments:
  Calvert Responsibly
   Invested Balanced
   Portfolio
    Shares                1,035,297
    Cost                 $1,571,868
    Market Value.........     --                 --                     --                  --             --
  Hartford International
   Advisers Fund, Inc.
    Shares                6,850,619
    Cost                 $7,419,698
    Market Value.........     --                 --                     --                  --             --
  Smith Barney Daily
   Dividend Fund, Inc.
    Shares                  568,219
    Cost                 $ 568,219
    Market Value.........     --                 --                     --                  --             --
  Smith Barney
   Appreciation Fund,
   Inc.
    Shares                   12,475
    Cost                 $  85,820
    Market Value.........  $  148,420            --                     --                  --             --
  Smith Barney Government
   and Agencies Fund
    Shares                   42,393
    Cost                 $  42,393
    Market Value.........     --                $   42,393              --                  --             --
  TCI Advantage Fund
    Shares                    7,580
    Cost                 $  45,726
    Market Value.........     --                 --                  $     46,921           --             --
  TCI Growth Fund
    Shares                   57,488
    Cost                 $ 686,665
    Market Value.........     --                 --                     --              $    693,311       --
  Fidelity VIP Overseas
   Fund
    Shares                   10,961
    Cost                 $ 183,433
    Market Value.........     --                 --                     --                  --         $  186,893
  Fidelity VIP Asset
   Manager
    Shares                   21,487
    Cost                 $ 320,417
    Market Value.........     --                 --                     --                  --             --
  Fidelity VIP II
   Contrafund Fund
    Shares                  144,097
    Cost                 $1,968,435
    Market Value.........     --                 --                     --                  --             --
  Fidelity VIP Growth
   Fund
    Shares                   75,494
    Cost                 $2,238,863
    Market Value.........     --                 --                     --                  --             --
  Dividends receivable...     --                        91                      5              4,810       20,273
  Receivable from fund
   shares sold...........         632                   85              --                  --             --
                          ---------------          -------                -------     ---------------  ------------
  Total Assets...........     149,052               42,569                 46,926            698,121      207,166
                          ---------------          -------                -------     ---------------  ------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....         618                  100              --                  --             --
  Payable for fund shares
   purchased.............     --                 --                             5              4,699       20,273
                          ---------------          -------                -------     ---------------  ------------
  Total Liabilities......         618                  100                      5              4,699       20,273
                          ---------------          -------                -------     ---------------  ------------
  Net Assets (variable
   annuity contract
   liabilities)..........  $  148,434           $   42,469           $     46,921       $    693,422   $  186,893
                          ---------------          -------                -------     ---------------  ------------
                          ---------------          -------                -------     ---------------  ------------
 
<CAPTION>
                                              FIDELITY VIP
                            FIDELITY VIP II        II
                             ASSET MANAGER     CONTRAFUND    FIDELITY VIP
                                 FUND             FUND        GROWTH FUND
                              SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                           -----------------  -------------  -------------
<S>                       <C>                 <C>            <C>
ASSETS:
Investments:
  Calvert Responsibly
   Invested Balanced
   Portfolio
 
    Shares
 
    Cost
    Market Value.........        --                --             --
  Hartford International
   Advisers Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --             --
  Smith Barney Daily
   Dividend Fund, Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --             --
  Smith Barney
   Appreciation Fund,
   Inc.
 
    Shares
 
    Cost
    Market Value.........        --                --             --
  Smith Barney Government
   and Agencies Fund
 
    Shares
 
    Cost
    Market Value.........        --                --             --
  TCI Advantage Fund
 
    Shares
 
    Cost
    Market Value.........        --                --             --
  TCI Growth Fund
 
    Shares
 
    Cost
    Market Value.........        --                --             --
  Fidelity VIP Overseas
   Fund
 
    Shares
 
    Cost
    Market Value.........        --                --             --
  Fidelity VIP Asset
   Manager
 
    Shares
 
    Cost
    Market Value.........    $    339,277          --             --
  Fidelity VIP II
   Contrafund Fund
 
    Shares
 
    Cost
    Market Value.........        --           $  1,985,660        --
  Fidelity VIP Growth
   Fund
 
    Shares
 
    Cost
    Market Value.........        --                --        $  2,204,418
  Dividends receivable...             323            5,820         14,634
  Receivable from fund
   shares sold...........        --                --             --
                                 --------     -------------  -------------
  Total Assets...........         339,600        1,991,480      2,219,052
                                 --------     -------------  -------------
LIABILITIES:
  Due to Hartford Life
   Insurance Company.....        --                --
  Payable for fund shares
   purchased.............             322            5,787         14,566
                                 --------     -------------  -------------
  Total Liabilities......             322            5,787         14,566
                                 --------     -------------  -------------
  Net Assets (variable
   annuity contract
   liabilities)..........    $    339,278     $  1,985,693   $  2,204,486
                                 --------     -------------  -------------
                                 --------     -------------  -------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       4
<PAGE>
 SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES -- (CONTINUED)
 DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                        UNITS
                                                       OWNED BY       UNIT        CONTRACT
                                                     PARTICIPANTS     PRICE      LIABILITY
                                                     ------------   ---------  --------------
 DEFERRED ANNUITY CONTRACTS IN THE ACCUMULATION
  PERIOD:
 <S>                                                 <C>            <C>        <C>
 INDIVIDUAL SUB-ACCOUNTS:
   Bond Fund Qualified 1.00%.......................       330,535   $3.614932  $    1,194,862
   Bond Fund Non-Qualified 1.00%...................     2,376,794    3.559970       8,461,314
   Bond Fund 1.25%.................................    99,377,458    1.880012     186,830,814
   Bond Fund .25%..................................       166,334    1.239350         206,147
   Stock Fund Qualified 1.00%......................       939,764    5.545871       5,211,810
   Stock Fund Non-Qualified 1.00%..................     4,081,077    5.303060      21,642,195
   Stock Fund 1.25%................................   285,640,499    2.887494     824,785,225
   Stock Fund .25%.................................     1,618,784    1.502213       2,431,758
   Money Market Fund Qualified 1.00%...............     1,177,896    2.367583       2,788,767
   Money Market Fund Non-Qualified 1.00%...........    10,104,811    2.368697      23,935,237
   Money Market Fund 1.25%.........................   102,634,648    1.527530     156,777,504
   Money Market Fund .25%..........................       456,402    1.122937         512,510
   Advisers Fund Qualified 1.00%...................     4,044,765    3.760737      15,211,298
   Advisers Fund Non-Qualified 1.00%...............    13,795,777    3.760737      51,882,290
   Advisers Fund 1.25%.............................   888,803,486    2.523174   2,242,605,847
   Advisers Fund .25%..............................     1,771,831    1.393346       2,468,774
   U.S. Government Money Market Fund Qualified
    1.00%..........................................        19,616    1.892119          37,114
   U.S. Government Money Market Fund 1.25%.........        47,846    1.468327          70,254
   Capital Appreciation Fund Qualified 1.00%.......       891,369    5.633469       5,021,500
   Capital Appreciation Fund Non-Qualified 1.00%...     3,858,935    5.630910      21,729,315
   Capital Appreciation Fund 1.25%.................   292,670,757    3.364100     984,573,694
   Capital Appreciation Fund .25%..................     3,995,733    1.602738       6,404,113
   Mortgage Securities Fund Qualified 1.00%........     1,001,153    2.398054       2,400,819
   Mortgage Securities Fund Non-Qualified 1.00%....     9,957,413    2.398054      23,878,416
   Mortgage Securities Fund 1.25%..................   101,881,342    1.877823     191,315,127
   Mortgage Securities Fund .25%...................       135,236    1.202163         162,576
   Index Fund 1.25%................................    65,954,010    2.359499     155,618,421
   Index Fund .25%.................................       353,859    1.497118         529,769
   International Opportunities Fund Qualified
    1.00%..........................................       403,256    1.347555         543,410
   International Opportunities Fund Non-Qualified
    1.00%..........................................     1,764,588    1.347508       2,377,796
   International Opportunities Fund 1.25%..........   238,085,775    1.329133     316,447,660
   International Opportunities Fund .25%...........     1,377,623    1.472543       2,028,610
   Dividend and Growth Fund Qualified 1.00%........        61,189    1.365504          83,554
   Dividend and Growth Fund Non-Qualified 1.00%....       665,428    1.365504         908,645
   Dividend and Growth Fund 1.25%..................    83,505,795    1.359330     113,511,933
   Dividend and Growth Fund .25%...................       220,038    1.384195         304,576
   International Advisers Fund Qualified 1.00%.....        10,000    1.148740          11,487
   International Advisers Fund Non-Qualified
    1.00%..........................................        29,725    1.148740          34,146
   International Advisers Fund 1.25%...............     6,577,380    1.146332       7,539,861
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       5
<PAGE>
<TABLE>
<CAPTION>
                                                        UNITS
                                                       OWNED BY       UNIT        CONTRACT
                                                     PARTICIPANTS     PRICE      LIABILITY
                                                     ------------   ---------  --------------
 INDIVIDUAL SUB-ACCOUNTS -- (CONTINUED)
 <S>                                                 <C>            <C>        <C>
   International Advisers Fund .25%................        10,419   $1.155977  $       12,044
   Smith Barney Daily Dividend, Inc. Qualified
    1.00%..........................................        81,953    2.568390         210,487
   Smith Barney Daily Dividend, Inc. Non-Qualified
    1.00%..........................................       135,021    2.657806         358,860
   Smith Barney Appreciation Fund, Inc. Qualified
    1.00%..........................................        23,659    6.273870         148,434
   Smith Barney Government and Agencies, Inc.
    Qualified 1.0%.................................        18,334    2.316404          42,469
                                                                               --------------
   Sub-total Individual Sub-Accounts...............                             5,383,251,442
                                                                               --------------
 GROUP SUB-ACCOUNTS:
   Bond Fund Qualified 1.00% QP....................     1,430,095    4.233986       6,055,001
   Bond Fund 1.25% DCII............................     1,368,191    4.095031       5,602,785
   Bond Fund .15% DCII.............................       282,400    3.858322       1,089,592
   Stock Fund Qualified 1.00% QP...................     3,836,835    9.274144      35,583,358
   Stock Fund Qualified .825% QP...................     1,348,097    7.448476      10,041,270
   Stock Fund Non-Qualified 1.00% NQ...............        88,666    7.276670         645,195
   Stock Fund Non-Qualified .825% NQ...............       834,235    7.461553       6,224,688
   Stock Fund 1.25% DCII...........................     4,412,560    8.968113      39,572,332
   Stock Fund .15% DCII............................       824,645    6.963929       5,742,769
   Money Market Fund Qualified .375% QP............         2,294    2.953210           6,776
   Money Market Fund 1.25% DCII....................       988,763    2.623540       2,594,060
   Money Market Fund .15% DCII.....................       266,532    2.551494         680,054
   Advisers Fund 1.25% DCII........................     9,212,081    3.646658      33,593,308
   Advisers Fund .15% DCII.........................       645,782    4.188043       2,704,563
   U.S. Government Money Market Fund 1.25% DCII....       585,783    1.832902       1,073,683
   U.S. Government Money Market Fund .15% DCII.....        42,168    2.111581          89,042
   Capital Appreciation Fund 1.25% DCII............     9,081,481    5.477917      49,747,602
   Capital Appreciation Fund .15% DCII.............       737,352    6.223880       4,589,189
   Mortgage Securities Fund 1.25% DCII.............     1,149,499    2.333132       2,681,933
   Mortgage Securities Fund .15% DCII..............        76,381    2.631908         201,028
   Index Fund 1.25% DCII...........................     3,153,427    2.352860       7,419,573
   Index Fund .15% DCII............................       281,881    2.557622         720,946
   International Opportunities Fund 1.25% DCII.....     4,520,023    1.329322       6,008,567
   International Opportunities Fund .15% DCII......       328,735    1.411986         464,169
   Dividend and Growth Fund 1.25% DCII.............       557,608    1.222612         681,738
   Calvert Responsibly Invested Balanced Portfolio
    1.25% DCII.....................................       922,893    1.816735       1,676,653
   TCI Advantage Fund 1.25% DCII...................        36,249    1.051440          38,113
   TCI Growth Fund 1.25% DCII......................       633,767    1.080853         685,009
   Fidelity VIP Overseas Fund 1.25% DCII...........       181,421    1.030158         186,893
   Fidelity VIP II Asset Manager Fund 1.25% DCII...       312,179    1.086805         339,278
   Fidelity VIP II Contrafund Fund 1.25% DCII......     1,807,601    1.098524       1,985,693
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       6
<PAGE>
 SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS & LIABILITIES -- (CONTINUED)
 DECEMBER 31, 1995
<TABLE>
<CAPTION>
                                                        UNITS
                                                       OWNED BY       UNIT        CONTRACT
                                                     PARTICIPANTS     PRICE      LIABILITY
                                                     ------------   ---------  --------------
 GROUP SUB-ACCOUNTS -- (CONTINUED)
 <S>                                                 <C>            <C>        <C>
   Fidelity VIP Growth Fund 1.25% DCII.............     2,054,903   $1.072793  $    2,204,486
                                                                               --------------
   Sub-total Group Sub-Accounts....................                               230,929,346
                                                                               --------------
 TOTAL ACCUMULATION PERIOD.........................                             5,614,180,788
                                                                               --------------
 ANNUITY CONTRACTS IN THE ANNUITY PERIOD:
 INDIVIDUAL SUB-ACCOUNTS:
   Bond Fund Non-Qualified 1.00%...................           360    3.559970           1,281
   Bond Fund 1.25%.................................       146,793    1.880012         275,972
   Stock Fund Non-Qualified 1.00%..................         6,396    5.303060          33,918
   Stock Fund 1.25%................................       338,160    2.887494         976,434
   Money Market Fund Qualified 1.00%...............        15,106    2.367583          35,766
   Money Market Fund Non-Qualified 1.00%...........       102,049    2.368697         241,724
   Money Market Fund 1.25%.........................       384,819    1.527530         587,823
   Advisers Fund Qualified 1.00%...................         4,802    3.760737          18,058
   Advisers Fund Non-Qualified 1.00%...............        63,789    3.760737         239,894
   Advisers Fund 1.25%.............................       864,266    2.523174       2,180,695
   U.S. Government Money Market Fund Qualified
    1.00%..........................................        17,575    1.892119          33,254
   Capital Appreciation Fund Non-Qualified 1.00%...         4,341    5.630910          24,443
   Capital Appreciation Fund 1.25%.................       102,482    3.364100         344,759
   Mortgage Securities Fund Non-Qualified 1.00%....       102,291    2.398054         245,299
   Mortgage Securities Fund 1.25%..................        89,747    1.877823         168,529
   Index Fund 1.25%................................        65,687    2.359499         154,988
   International Opportunities Fund 1.25%..........       177,975    1.329133         236,552
   Dividend and Growth Fund 1.25%..................        17,276    1.359330          23,484
                                                                               --------------
   Sub-total Individual Sub-Accounts...............                                 5,822,873
                                                                               --------------
 GROUP SUB-ACCOUNTS:
   Bond Fund Qualified 1.00% QP....................        81,632    4.233986         345,630
   Bond Fund 1.25% DCII............................       303,107    4.095031       1,241,231
   Bond Fund 1.00% DCII............................        12,827    4.217255          54,094
   Bond Fund .15% DCII.............................         1,062    3.858322           4,099
   Stock Fund Qualified 1.00% QP...................       238,834    9.274144       2,214,981
   Stock Fund Qualified .825% QP...................        56,135    7.448476         418,124
   Stock Fund Non-Qualified 1.00% NQ...............           632    7.276670           4,596
   Stock Fund Non-Qualified .825% NQ...............        58,469    7.461553         436,273
   Stock Fund 1.25% DCII...........................       985,111    8.968113       8,834,590
   Stock Fund 1.00% DCII...........................         4,395    9.245123          40,630
   Stock Fund .15% DCII............................         5,977    6.963929          41,624
   Money Market Fund 1.25% DCII....................       182,654    2.623540         479,201
   Advisers Fund 1.25% DCII........................     1,704,451    3.646658       6,215,551
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       7
<PAGE>
<TABLE>
<CAPTION>
                                                        UNITS
                                                       OWNED BY       UNIT        CONTRACT
                                                     PARTICIPANTS     PRICE      LIABILITY
                                                     ------------   ---------  --------------
 GROUP SUB-ACCOUNTS -- (CONTINUED)
 <S>                                                 <C>            <C>        <C>
   Advisers Fund .15% DCII.........................        23,283   $4.188043  $       97,512
   U.S. Government Money Market Fund 1.25% DCII....       130,137    1.832902         238,529
   Capital Appreciation Fund 1.25% DCII............       462,860    5.477917       2,535,508
   Capital Appreciation Fund .15% DCII.............           246    6.223880           1,529
   Mortgage Securities Fund 1.25% DCII.............       155,161    2.333132         362,011
   Index Fund 1.25% DCII...........................       404,476    2.352860         951,675
   International Opportunities Fund 1.25% DCII.....       151,356    1.329322         201,201
   Dividend and Growth Fund Sub-Account............        53,389    1.222612          65,274
   Calvert Responsibly Invested Balanced Portfolio
    1.25% DCII.....................................        47,806    1.816735          86,850
   TCI Advantage Fund Sub-Account..................         8,377    1.051440           8,808
   TCI Growth Fund Sub-Account.....................         7,783    1.080853           8,413
                                                                               --------------
   Sub-total Group Sub-Accounts....................                                24,887,934
                                                                               --------------
 TOTAL ANNUITY PERIOD..............................                                30,710,807
                                                                               --------------
 GRAND TOTAL.......................................                            $5,644,891,595
                                                                               --------------
                                                                               --------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       8
<PAGE>
 Separate Account Two
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS
 FOR THE YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                               MONEY
                             BOND FUND       STOCK FUND     MARKET FUND
                            SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                           --------------   -------------   ------------
<S>                        <C>              <C>             <C>
INVESTMENT INCOME:
  Dividends..............    $11,511,264    $  17,813,206   $12,163,281
EXPENSES:
  Mortality and expense
   undertakings..........     (2,154,558)      (9,711,073)   (2,622,588)
                           --------------   -------------   ------------
    Net investment income
     (loss)..............      9,356,706        8,102,133     9,540,693
                           --------------   -------------   ------------
  Capital gains income...       --             26,305,598       --
                           --------------   -------------   ------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........        117,877        2,168,121       --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................     18,122,724      184,154,644       --
                           --------------   -------------   ------------
    Net gains (losses) on
     investments.........     18,240,601      186,322,765       --
                           --------------   -------------   ------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $27,597,307    $ 220,730,496   $ 9,540,693
                           --------------   -------------   ------------
                           --------------   -------------   ------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       9
<PAGE>
<TABLE>
<CAPTION>
                                              U.S. GOVERNMENT           CAPITAL           MORTGAGE
                           ADVISERS FUND     MONEY MARKET FUND     APPRECIATION FUND   SECURITIES FUND
                            SUB-ACCOUNT         SUB-ACCOUNT           SUB-ACCOUNT        SUB-ACCOUNT
                           --------------   --------------------   -----------------   ---------------
<S>                        <C>              <C>                    <C>                 <C>
INVESTMENT INCOME:
  Dividends..............   $ 73,528,138          $72,752            $  8,061,601        $14,206,415
EXPENSES:
  Mortality and expense
   undertakings..........    (25,531,142)         (15,807)            (10,434,564)        (2,658,370)
                           --------------        --------          -----------------   ---------------
    Net investment income
     (loss)..............     47,996,996           56,945              (2,372,963)        11,548,045
                           --------------        --------          -----------------   ---------------
  Capital gains income...     21,614,744         --                    34,687,769           --
                           --------------        --------          -----------------   ---------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........      1,643,658         --                     2,276,572           (490,628)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    410,209,012         --                   168,562,628         18,815,991
                           --------------        --------          -----------------   ---------------
    Net gains (losses) on
     investments.........    411,852,670         --                   170,839,200         18,325,363
                           --------------        --------          -----------------   ---------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....   $481,464,410          $56,945            $203,154,006        $29,873,408
                           --------------        --------          -----------------   ---------------
                           --------------        --------          -----------------   ---------------
 
<CAPTION>
                                             INTERNATIONAL      DIVIDEND AND
                            INDEX FUND     OPPORTUNITIES FUND    GROWTH FUND
                            SUB-ACCOUNT       SUB-ACCOUNT        SUB-ACCOUNT
                           -------------   ------------------   -------------
<S>                        <C>             <C>                  <C>
INVESTMENT INCOME:
  Dividends..............  $  3,104,555       $ 4,858,678        $ 1,834,675
EXPENSES:
  Mortality and expense
   undertakings..........    (1,562,001)       (3,752,084)          (789,977)
                           -------------   ------------------   -------------
    Net investment income
     (loss)..............     1,542,554         1,106,594          1,044,698
                           -------------   ------------------   -------------
  Capital gains income...        38,706         2,695,768            --
                           -------------   ------------------   -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........       969,630          (488,089)             4,933
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    34,721,169        32,521,726         18,047,295
                           -------------   ------------------   -------------
    Net gains (losses) on
     investments.........    35,690,799        32,033,637         18,052,228
                           -------------   ------------------   -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....  $ 37,272,059       $35,835,999        $19,096,926
                           -------------   ------------------   -------------
                           -------------   ------------------   -------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       10
<PAGE>
 SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                               CALVERT
                             RESPONSIBLY                     SMITH BARNEY
                              INVESTED                          DAILY
                              BALANCED       INTERNATIONAL     DIVIDEND
                              PORTFOLIO      ADVISERS FUND       FUND
                             SUB-ACCOUNT     SUB-ACCOUNT*    SUB-ACCOUNT
                           ---------------   -------------   ------------
<S>                        <C>               <C>             <C>
INVESTMENT INCOME:
  Dividends..............    $    104,255    $    193,566    $    32,338
EXPENSES:
  Mortality and expense
   undertakings..........         (16,809)        (29,492)        (5,998)
                           ---------------   -------------   ------------
    Net investment income
     (loss)..............          87,446         164,074         26,340
                           ---------------   -------------   ------------
  Capital gains income...          50,438         --             --
                           ---------------   -------------   ------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........           1,044           6,279        --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         184,034         177,844        --
                           ---------------   -------------   ------------
    Net gains (losses) on
     investments.........         185,078         184,123        --
                           ---------------   -------------   ------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $    322,962    $    348,197    $    26,340
                           ---------------   -------------   ------------
                           ---------------   -------------   ------------
</TABLE>
 
 * From Inception, March 1, 1995 to December 31, 1995.
** From Inception, July 1, 1995 to December 31, 1995.
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       11
<PAGE>
<TABLE>
<CAPTION>
                                                  SMITH BARNEY
                            SMITH BARNEY         GOVERNMENT AND             TCI                TCI         FIDELITY VIP
                          APPRECIATION FUND      AGENCIES FUND         ADVANTAGE FUND      GROWTH FUND    OVERSEAS FUND
                             SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT**      SUB-ACCOUNT**   SUB-ACCOUNT**
                          -----------------   --------------------   ------------------  ---------------  --------------
<S>                       <C>                 <C>                    <C>                 <C>              <C>
INVESTMENT INCOME:
  Dividends..............      $ 2,392             $    2,387           $        757       $   --             $--
EXPENSES:
  Mortality and expense
   undertakings..........       (1,351)                  (449)                  (208)            (2,133)        (491)
                               -------                 ------                 ------            -------       ------
    Net investment income
     (loss)..............        1,041                  1,938                    549             (2,133)        (491)
                               -------                 ------                 ------            -------       ------
  Capital gains income...       11,468              --                     --                  --             --
                               -------                 ------                 ------            -------       ------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........          148              --                           (90)               938         (240)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       20,104              --                         1,195              6,645        3,459
                               -------                 ------                 ------            -------       ------
    Net gains (losses) on
     investments.........       20,252              --                         1,105              7,583        3,219
                               -------                 ------                 ------            -------       ------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....      $32,761             $    1,938           $      1,654       $      5,450       $2,728
                               -------                 ------                 ------            -------       ------
                               -------                 ------                 ------            -------       ------
 
<CAPTION>
                            FIDELITY VIP II
                             ASSET MANAGER     FIDELITY VIP II   FIDELITY VIP
                                 FUND          CONTRAFUND FUND    GROWTH FUND
                             SUB-ACCOUNT**      SUB-ACCOUNT**    SUB-ACCOUNT**
                           -----------------  -----------------  -------------
<S>                       <C>                 <C>                <C>
INVESTMENT INCOME:
  Dividends..............    $   --             $     25,425     $    --
EXPENSES:
  Mortality and expense
   undertakings..........          (1,491)            (6,192)          (6,603)
                                  -------            -------     -------------
    Net investment income
     (loss)..............          (1,491)            19,233           (6,603)
                                  -------            -------     -------------
  Capital gains income...        --                 --                --
                                  -------            -------     -------------
NET REALIZED AND
  UNREALIZED GAIN (LOSS)
  ON INVESTMENTS:
  Net realized gain
   (loss) on security
   transactions..........             456               (577)          (2,056)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................          18,860             17,225          (34,445)
                                  -------            -------     -------------
    Net gains (losses) on
     investments.........          19,316             16,648          (36,501)
                                  -------            -------     -------------
    Net increase
     (decrease) in net
     assets resulting
     from operations.....    $     17,825       $     35,881     $    (43,104)
                                  -------            -------     -------------
                                  -------            -------     -------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       12
<PAGE>
 SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
 FOR THE YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                                                          MONEY
                            BOND FUND     STOCK FUND   MARKET FUND
                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                           ------------  ------------  -----------
<S>                        <C>           <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................  $  9,356,706  $  8,102,133  $9,540,693
  Capital gains income...       --         26,305,598      --
  Net realized gain
   (loss) on security
   transactions..........       117,877     2,168,121      --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    18,122,724   184,154,644      --
                           ------------  ------------  -----------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    27,597,307   220,730,496   9,540,693
                           ------------  ------------  -----------
UNIT TRANSACTIONS:
  Purchases..............    18,860,293   101,236,958  48,515,026
  Net transfers..........    17,461,966    34,337,542  (83,703,644)
  Surrenders.............   (12,010,919)  (38,089,217) (27,263,647)
  Net annuity
   transactions..........       (33,972)      563,526    (138,249 )
                           ------------  ------------  -----------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    24,277,368    98,048,809  (62,590,514)
                           ------------  ------------  -----------
  Total increase
   (decrease) in net
   assets................    51,874,675   318,779,305  (53,049,821)
NET ASSETS:
  Beginning of period....   159,488,147   646,102,465  241,689,243
                           ------------  ------------  -----------
  End of period..........  $211,362,822  $964,881,770  $188,639,422
                           ------------  ------------  -----------
                           ------------  ------------  -----------
 
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
 
                                                          MONEY
                            BOND FUND     STOCK FUND   MARKET FUND
                           SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                           ------------  ------------  -----------
OPERATIONS:
  Net investment income
   (loss)................  $  8,147,222  $  5,872,155  $6,069,008
  Capital gains income...     3,020,067    34,722,942      --
  Net realized gain
   (loss) on security
   transactions..........      (421,917)     (203,916)     --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................   (19,519,205)  (59,765,259)     --
                           ------------  ------------  -----------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    (8,773,833)  (19,374,078)  6,069,008
                           ------------  ------------  -----------
UNIT TRANSACTIONS:
  Purchases..............    29,721,918   105,127,448  72,433,601
  Net transfers..........   (10,176,062)   20,445,965  10,951,538
  Surrenders.............   (11,477,200)  (25,527,779) (33,930,464)
  Net annuity
   transactions..........       284,001     1,000,538     596,459
                           ------------  ------------  -----------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........     8,352,657   101,046,172  50,051,134
                           ------------  ------------  -----------
  Total increase
   (decrease) in net
   assets................      (421,176)   81,672,094  56,120,142
NET ASSETS:
  Beginning of period....   159,909,323   564,430,371  185,569,101
                           ------------  ------------  -----------
  End of period..........  $159,488,147  $646,102,465  $241,689,243
                           ------------  ------------  -----------
                           ------------  ------------  -----------
</TABLE>
 
* From inception, March 8, 1994, to December 31, 1994.
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       13
<PAGE>
<TABLE>
<CAPTION>
                                          U.S. GOVERNMENT         CAPITAL         MORTGAGE                     INTERNATIONAL
                          ADVISERS FUND  MONEY MARKET FUND   APPRECIATION FUND SECURITIES FUND  INDEX FUND   OPPORTUNITIES FUND
                           SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                          ---------------------------------- ----------------- --------------- ------------- ------------------
<S>                       <C>           <C>                  <C>               <C>             <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................ $  47,996,996      $   56,945       $   (2,372,963)   $ 11,548,045   $   1,542,554    $  1,106,594
  Capital gains income...    21,614,744       --                  34,687,769        --                38,706       2,695,768
  Net realized gain
   (loss) on security
   transactions..........     1,643,658       --                   2,276,572        (490,628)        969,630        (488,089)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................   410,209,012       --                 168,562,628      18,815,991      34,721,169      32,521,726
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............   481,464,410          56,945          203,154,006      29,873,408      37,272,059      35,835,999
                          --------------    -----------      ----------------- --------------- ------------- ------------------
UNIT TRANSACTIONS:
  Purchases..............   189,985,618         247,760          164,142,420       9,787,879      22,856,837      27,669,493
  Net transfers..........    (5,608,414 )          17,612        104,275,366     (15,085,789)     14,885,934     (24,115,834)
  Surrenders.............  (110,192,361 )         (76,250)       (29,551,158)    (16,689,694)     (4,088,509)     (12,086,298)
  Net annuity
   transactions..........       487,625          84,208              482,089          13,331          84,999         124,982
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    74,672,468         273,330          239,348,717     (21,974,273)     33,739,261      (8,407,657)
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Total increase
   (decrease) in net
   assets................   556,136,878         330,275          442,502,723       7,899,135      71,011,320      27,428,342
NET ASSETS:
  Beginning of period.... 1,801,080,912       1,211,601          632,468,929     213,516,603      94,384,052     300,879,623
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  End of period.......... $2,357,217,790      $1,541,876      $1,074,971,652    $221,415,738   $ 165,395,372    $328,307,965
                          --------------    -----------      ----------------- --------------- ------------- ------------------
                          --------------    -----------      ----------------- --------------- ------------- ------------------
 
                                          U.S. GOVERNMENT         CAPITAL         MORTGAGE                     INTERNATIONAL
                          ADVISERS FUND  MONEY MARKET FUND   APPRECIATION FUND SECURITIES FUND  INDEX FUND   OPPORTUNITIES FUND
                           SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                          ---------------------------------- ----------------- --------------- ------------- ------------------
OPERATIONS:
  Net investment income
   (loss)................ $  36,400,916      $   28,918       $   (4,596,707)   $ 12,903,970   $   1,155,546    $    415,635
  Capital gains income...    47,447,226       --                  42,093,901       1,176,728        --             --
  Net realized gain
   (loss) on security
   transactions..........       414,315       --                     316,913      (2,117,604)        177,595         (38,119)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................  (154,737,742 )       --               (28,599,970)    (19,218,450)     (1,319,890)      (9,418,006)
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............   (70,475,285 )          28,918          9,214,137      (7,255,356)         13,251      (9,040,490)
                          --------------    -----------      ----------------- --------------- ------------- ------------------
UNIT TRANSACTIONS:
  Purchases..............   419,190,064         205,153          147,740,784      19,118,960      11,954,835      93,762,262
  Net transfers..........    14,104,761        (151,291)          33,684,129     (49,453,490)       (438,563)      55,977,196
  Surrenders.............   (88,886,489 )         (65,287)       (18,517,067)    (20,146,010)     (3,246,522)      (7,306,583)
  Net annuity
   transactions..........     2,114,613         (29,641)             396,915         137,102          59,473        (104,557)
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........   346,522,949         (41,066)         163,304,761     (50,343,438)      8,329,223     142,328,318
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Total increase
   (decrease) in net
   assets................   276,047,664         (12,148)         172,518,898     (57,598,794)      8,342,474     133,287,828
NET ASSETS:
  Beginning of period.... 1,525,033,248       1,223,749          459,950,031     271,115,397      86,041,578     167,591,795
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  End of period.......... $1,801,080,912      $1,211,601      $  632,468,929    $213,516,603   $  94,384,052    $300,879,623
                          --------------    -----------      ----------------- --------------- ------------- ------------------
                          --------------    -----------      ----------------- --------------- ------------- ------------------
 
<CAPTION>
                           DIVIDEND AND
                            GROWTH FUND
                            SUB-ACCOUNT
                           -------------
<S>                      <C>
OPERATIONS:
  Net investment income
   (loss)................  $  1,044,698
  Capital gains income...       --
  Net realized gain
   (loss) on security
   transactions..........         4,933
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................    18,047,295
                           -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............    19,096,926
                           -------------
UNIT TRANSACTIONS:
  Purchases..............    37,005,986
  Net transfers..........    31,702,670
  Surrenders.............    (2,159,189)
  Net annuity
   transactions..........        77,507
                           -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    66,626,974
                           -------------
  Total increase
   (decrease) in net
   assets................    85,723,900
NET ASSETS:
  Beginning of period....    29,855,304
                           -------------
  End of period..........  $115,579,204
                           -------------
                           -------------
                           DIVIDEND AND
                            GROWTH FUND
                           SUB-ACCOUNT*
                           -------------
OPERATIONS:
  Net investment income
   (loss)................  $    284,164
  Capital gains income...       --
  Net realized gain
   (loss) on security
   transactions..........         1,622
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................      (486,442)
                           -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............      (200,656)
                           -------------
UNIT TRANSACTIONS:
  Purchases..............    13,185,613
  Net transfers..........    17,422,326
  Surrenders.............      (551,979)
  Net annuity
   transactions..........       --
                           -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    30,055,960
                           -------------
  Total increase
   (decrease) in net
   assets................    29,855,304
NET ASSETS:
  Beginning of period....       --
                           -------------
  End of period..........  $ 29,855,304
                           -------------
                           -------------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       14
<PAGE>
 SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1995
 
<TABLE>
<CAPTION>
                               CALVERT
                             RESPONSIBLY                     SMITH BARNEY
                              INVESTED                          DAILY
                              BALANCED       INTERNATIONAL     DIVIDEND
                              PORTFOLIO      ADVISERS FUND       FUND
                             SUB-ACCOUNT     SUB-ACCOUNT*    SUB-ACCOUNT
                           ---------------   -------------   ------------
<S>                        <C>               <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................    $     87,446    $    164,074    $    26,340
  Capital gains income...          50,438         --             --
  Net realized gain
   (loss) on security
   transactions..........           1,044           6,279        --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         184,034         177,844        --
                           ---------------   -------------   ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         322,962         348,197         26,340
                           ---------------   -------------   ------------
UNIT TRANSACTIONS:
  Purchases..............         394,157       2,632,312        --
  Net transfers..........          19,199       4,663,681        (10,709)
  Surrenders.............         (28,010)        (46,652)       (92,200)
  Net annuity
   transactions..........          30,857         --             --
                           ---------------   -------------   ------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........         416,203       7,249,341       (102,909)
                           ---------------   -------------   ------------
  Total increase
   (decrease) in net
   assets................         739,165       7,597,538        (76,569)
NET ASSETS:
  Beginning of period....       1,024,338         --             645,916
                           ---------------   -------------   ------------
  End of period..........    $  1,763,503    $  7,597,538    $   569,347
                           ---------------   -------------   ------------
                           ---------------   -------------   ------------
 
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1994
 
                               CALVERT
                             RESPONSIBLY
                              INVESTED       SMITH BARNEY    SMITH BARNEY
                              BALANCED           DAILY       APPRECIATION
                              PORTFOLIO      DIVIDEND FUND       FUND
                             SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                           ---------------   -------------   ------------
OPERATIONS:
  Net investment income
   (loss)................    $     20,465    $     17,386    $       743
  Capital gains income...        --               --               6,550
  Net realized gain
   (loss) on security
   transactions..........            (180)        --                (476)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................         (59,462)        --              (9,210)
                           ---------------   -------------   ------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............         (39,177)         17,386         (2,393)
                           ---------------   -------------   ------------
UNIT TRANSACTIONS:
  Purchases..............         376,701         --                  50
  Net transfers..........         (75,712)        (18,624)         2,681
  Surrenders.............         (19,945)        (84,827)        (2,515)
  Net annuity
   transactions..........           4,610         --             --
                           ---------------   -------------   ------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........         285,654        (103,451)           216
                           ---------------   -------------   ------------
  Total increase
   (decrease) in net
   assets................         246,477         (86,065)        (2,177)
NET ASSETS:
  Beginning of period....         777,861         731,981        119,398
                           ---------------   -------------   ------------
  End of period..........    $  1,024,338    $    645,916    $   117,221
                           ---------------   -------------   ------------
                           ---------------   -------------   ------------
</TABLE>
 
 * From inception, March 1, 1995, to December 31, 1995.
** From inception, July 1, 1995, to December 31, 1995.
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       15
<PAGE>
<TABLE>
<CAPTION>
                                                  SMITH BARNEY
                            SMITH BARNEY         GOVERNMENT AND             TCI                TCI         FIDELITY VIP
                          APPRECIATION FUND      AGENCIES FUND         ADVANTAGE FUND      GROWTH FUND    OVERSEAS FUND
                             SUB-ACCOUNT          SUB-ACCOUNT          SUB-ACCOUNT**      SUB-ACCOUNT**   SUB-ACCOUNT**
                          -----------------   --------------------   ------------------  ---------------  --------------
<S>                       <C>                 <C>                    <C>                 <C>              <C>
OPERATIONS:
  Net investment income
   (loss)................  $        1,041          $    1,938           $        549       $     (2,133)     $   (491)
  Capital gains income...          11,468           --                     --                  --             --
  Net realized gain
   (loss) on security
   transactions..........             148           --                           (90)               938          (240)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................          20,104           --                         1,195              6,645         3,459
                                 --------             -------               --------     ---------------  --------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............          32,761               1,938                  1,654              5,450         2,728
                                 --------             -------               --------     ---------------  --------------
UNIT TRANSACTIONS:
  Purchases..............              50           --                        15,135             30,024        21,829
  Net transfers..........       --                  --                        40,646            669,352       172,761
  Surrenders.............          (1,598)             (7,562)               (19,236)           (20,127)      (10,425)
  Net annuity
   transactions..........       --                  --                         8,722              8,723       --
                                 --------             -------               --------     ---------------  --------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........          (1,548)             (7,562)                45,267            687,972       184,165
                                 --------             -------               --------     ---------------  --------------
  Total increase
   (decrease) in net
   assets................          31,213              (5,624)                46,921            693,422       186,893
NET ASSETS:
  Beginning of period....         117,221              48,093              --                  --             --
                                 --------             -------               --------     ---------------  --------------
  End of period..........  $      148,434          $   42,469           $     46,921       $    693,422      $186,893
                                 --------             -------               --------     ---------------  --------------
                                 --------             -------               --------     ---------------  --------------
 
                            SMITH BARNEY
                           GOVERNMENT AND
                            AGENCIES FUND
                             SUB-ACCOUNT
                          -----------------
OPERATIONS:
  Net investment income
   (loss)................  $        1,269
  Capital gains income...       --
  Net realized gain
   (loss) on security
   transactions..........       --
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................       --
                                 --------
  Net increase (decrease)
   in net assets
   resulting from
   operations............           1,269
                                 --------
UNIT TRANSACTIONS:
  Purchases..............       --
  Net transfers..........       --
  Surrenders.............          (6,354)
  Net annuity
   transactions..........       --
                                 --------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........          (6,354)
                                 --------
  Total increase
   (decrease) in net
   assets................          (5,085)
NET ASSETS:
  Beginning of period....          53,178
                                 --------
  End of period..........  $       48,093
                                 --------
                                 --------
 
<CAPTION>
                                                FIDELITY VIP
                                                     II
                            FIDELITY VIP II      CONTRAFUND    FIDELITY VIP
                           ASSET MANAGER FUND       FUND        GROWTH FUND
                             SUB-ACCOUNT**     SUB-ACCOUNT**   SUB-ACCOUNT**
                           ------------------  --------------  -------------
<S>                       <C>                  <C>             <C>
OPERATIONS:
  Net investment income
   (loss)................     $     (1,491)     $     19,233   $     (6,603)
  Capital gains income...        --                 --              --
  Net realized gain
   (loss) on security
   transactions..........              456              (577)        (2,056)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................           18,860            17,225        (34,445)
                                  --------     --------------  -------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............           17,825            35,881        (43,104)
                                  --------     --------------  -------------
UNIT TRANSACTIONS:
  Purchases..............           32,160            89,641        120,267
  Net transfers..........          300,031         1,871,915      2,148,417
  Surrenders.............          (10,738)          (11,744)       (21,094)
  Net annuity
   transactions..........        --                 --              --
                                  --------     --------------  -------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........          321,453         1,949,812      2,247,590
                                  --------     --------------  -------------
  Total increase
   (decrease) in net
   assets................          339,278         1,985,693      2,204,486
NET ASSETS:
  Beginning of period....        --                 --              --
                                  --------     --------------  -------------
  End of period..........     $    339,278      $  1,985,693   $  2,204,486
                                  --------     --------------  -------------
                                  --------     --------------  -------------
OPERATIONS:
  Net investment income
   (loss)................
  Capital gains income...
  Net realized gain
   (loss) on security
   transactions..........
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................
  Net increase (decrease)
   in net assets
   resulting from
   operations............
UNIT TRANSACTIONS:
  Purchases..............
  Net transfers..........
  Surrenders.............
  Net annuity
   transactions..........
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........
  Total increase
   (decrease) in net
   assets................
NET ASSETS:
  Beginning of period....
  End of period..........
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 
                                       16
<PAGE>
 SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
 DECEMBER 31, 1995
 
 1.  ORGANIZATION:
 
    Separate  Account Two (the Account) is  a separate investment account within
    Hartford Life Insurance  Company (the  Company) and is  registered with  the
    Securities  and Exchange Commission  (SEC) as a  unit investment trust under
    the Investment Company  Act of 1940,  as amended. Both  the Company and  the
    Account  are  subject to  supervision and  regulation  by the  Department of
    Insurance of  the State  of Connecticut  and the  SEC. The  Account  invests
    deposits  by  variable annuity  contractholders  of the  Company  in various
    mutual funds (the Funds) as directed by the contractholders.
 
 2.  SIGNIFICANT ACCOUNTING POLICIES:
 
    The following  is  a  summary  of significant  accounting  policies  of  the
    Account,   which  are  in  accordance  with  generally  accepted  accounting
    principles in the investment company industry:
 
    a) SECURITY TRANSACTIONS--Security  transactions are recorded  on the  trade
       date  (date the order  to buy or  sell is executed).  Cost of investments
       sold is determined on the basis of identified cost. Dividend and  capital
       gains income are accrued as of the ex-dividend date. Capital gains income
       represents  dividends from the  Funds which are  characterized as capital
       gains under tax regulations.
 
    b) SECURITY  VALUATION--The  investment in  shares  of the  Hartford,  Smith
       Barney,  TCI, Fidelity  and Calvert  Responsibily Invested  Series mutual
       funds are valued at the closing  net asset value per share as  determined
       by the appropriate Fund as of December 31, 1995.
 
    c)  FEDERAL INCOME TAXES--The operations of the  Account form a part of, and
       are taxed with, the total operations of the Company, which is taxed as an
       insurance company under the Internal Revenue Code. Under current law,  no
       federal  income taxes are  payable with respect to  the operations of the
       Account.
 
    d) USE OF ESTIMATES--The preparation  of financial statements in  conformity
       with generally accepted accounting principles requires management to make
       estimates  and assumptions that affect the reported amounts of assets and
       liabilities as of the date of  the financial statements and the  reported
       amounts  of income and  expenses during the  period. Operating results in
       the  future  could  vary  from  the  amounts  derived  from  management's
       estimates.
 
 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:
 
    a)  MORTALITY AND EXPENSE  UNDERTAKINGS--The Company, as  issuer of variable
       annuity contracts, provides the  mortality and expense undertakings  and,
       with respect to the Account, receives a maximum annual fee of up to 1.25%
       of the Account's average daily net assets.
 
    b) DEDUCTION OF ANNUAL MAINTENANCE FEE--Annual maintenance fees are deducted
       through termination of units of interest from applicable contract owners'
       accounts, in accordance with the terms of the contracts.



                                       17



<PAGE>

                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1995 and 1994, and the related consolidated statements of  income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1995.  These consolidated financial statements and the
schedules referred to below are the responsibility of Hartford Life Insurance 
Company's management.  Our responsibility is to express an opinion on these
consolidated financial statements and schedules based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

As discussed in Note 1 in Notes to Consolidated Financial Statements, Hartford
Life Insurance Company adopted new accounting standards promulgated by the
Financial Accounting Standards Board, changing its methods of accounting, as of
January 1, 1994, for debt and equity securities.

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

                                             ARTHUR ANDERSEN  LLP


Hartford, Connecticut
January 24, 1996

                                         F-1

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
                                       FOR THE YEAR ENDED DECEMBER 31,
                                  ----------------------------------------
                                       1995           1994           1993
                                      -------        -------        ------
<S>                                   <C>            <C>            <C>
REVENUES
    Premiums and other considerations  $1,487         $1,100         $747
    Net investment income               1,328          1,292        1,051
    Net realized (losses) gains           (11)             7           16
                                       ------         ------        -----
                       TOTAL REVENUES   2,804          2,399        1,814
                                       ------         ------        -----

BENEFITS, CLAIMS AND EXPENSES
    Benefits, claims and claim
     adjustment expenses                1,422          1,405        1,046
    Dividends to policyholders            675            419          227
    Amortization of deferred policy
     acquisition costs                    199            145          113
    Other insurance expense               317            227          210
                                       ------         ------        -----
  TOTAL BENEFITS, CLAIMS AND EXPENSES   2,613          2,196        1,596
                                       ------         ------        -----
                                      
INCOME BEFORE INCOME TAX EXPENSE          191            203          218

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

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-2

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                           (IN MILLIONS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
                                                           AS OF DECEMBER 31,
                                                           ------------------
                                                           1995      1994
                                                           -------   --------
                        ASSETS
<S>                                                        <C>       <C>
Investments
    Fixed maturities
         available for sale, at market value
         (amortized cost of $14,440 and $14,464)           $14,400   $13,429
    Equity securities, at market value
         (cost of $61 and $76)                                  63        68
    Mortgage loans, at outstanding balance                     265       316
    Policy loans, at outstanding balance                     3,381     2,614
    Other investments, at cost                                 156       107
                                                           -------   -------
                                       TOTAL INVESTMENTS    18,265    16,534

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

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

                   STOCKHOLDER'S EQUITY
Common stock
    Authorized 1,000 shares, $5,690 par value
    Issued and outstanding 1,000 shares                          6         6
Additional paid-in capital                                   1,007       826
Retained earnings                                              773       644
Unrealized loss on investments, net of tax                     (57)     (654)
                                                           -------   -------
                              TOTAL STOCKHOLDER'S EQUITY     1,729       822
                                                           -------   -------
              TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-3

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                               UNREALIZED LOSS       TOTAL
                                                        COMMON     ADDITIONAL      RETAINED   ON INVESTMENTS,    STOCKHOLDER'S
                                                        STOCK    PAID-IN-CAPITAL   EARNINGS     NET OF TAX          EQUITY
                                                        ------   ---------------   --------   ---------------    -------------
<S>                                                    <C>      <C>               <C>        <C>                <C>
BALANCE, DECEMBER 31, 1992                                  $6              $498       $373                $0             $877

 Net income                                                  -                 -        143                 -              143

 Capital contribution                                        -               180          -                 -              180

 Excess of assets over liabilities
 on reinsurance assumed from affiliate                       -                (2)         -                 -               (2)

 Change in unrealized loss on investments, net of tax        -                 -          -                (5)              (5)

                                                         ------   ---------------   --------   ---------------    -------------
BALANCE, DECEMBER 31, 1993                                   6               676        516                (5)           1,193
                                                         ------   ---------------   --------   ---------------    -------------


 Net income                                                  -                 -        138                 -              138

 Capital contribution                                        -               150          -                 -              150

 Dividend paid                                               -                 -        (10)                -              (10)

 Change in unrealized loss on investments, net of tax*       -                 -          -              (649)            (649)
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1994                                   6               826        644              (654)             822
                                                        ------   ---------------   --------   ---------------    -------------

 Net income                                                  -                 -        129                 -              129

 Capital contribution                                        -               181          -                 -              181

 Change in unrealized loss on investments, net of tax        -                 -          -               597              597
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1995                                  $6           $1,007       $773              ($57)           $1,729
                                                        ------   ---------------   --------   ---------------    -------------
                                                        ------   ---------------   --------   ---------------    -------------

- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

                                         F-4

<PAGE>

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

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

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

FINANCING ACTIVITIES
 Net receipts from investment and UL-type contracts credited to
   policyholder account balances                                                         498            2,467           1,513
 Capital contribution                                                                      0              150             180
 Dividends paid                                                                            0              (10)              0
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY FINANCING ACTIVITIES               498            2,607           1,693
                                                                               -------------   --------------   -------------

NET INCREASE (DECREASE) IN CASH                                                           26               19             (26)

 Cash at beginning of year                                                                20                1              27
                                                                               -------------   --------------   -------------

CASH AT END OF YEAR                                                                      $46              $20              $1
                                                                               -------------   --------------   -------------
                                                                               -------------   --------------   -------------

- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

                                         F-5


<PAGE>


             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (DOLLAR AMOUNTS IN MILLIONS)



1.  SIGNIFICANT ACCOUNTING POLICIES

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

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

(B)  CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1994, Hartford Life adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities".  The new standard requires, among other things,
that securities be classified as "held-to-maturity", "available-for-sale" or
"trading" based on Hartford Life's intentions with respect to the ultimate
disposition of the security and its ability to effect those intentions.  The
classification determines the appropriate accounting carrying value (cost basis
or fair value) and, in the case of fair value, whether the adjustment impacts
Stockholder's Equity directly or is reflected in the Consolidated Statements of
Income.  Investments in equity securities had previously been and continue to
be recorded at fair value with the corresponding impact included in
Stockholder's Equity.  Under SFAS No. 115,  Hartford Life's fixed maturities
are classified as "available-for-sale" and accordingly, these investments are
reflected at fair value with the corresponding impact included as a component
of Stockholder's Equity designated as "Unrealized loss on investments, net of
tax."  As with the underlying investment security, unrealized gains and losses
on derivative financial instruments are considered in determining the fair
value of the portfolios.  The impact of adoption was an increase to
Stockholder's Equity of $91.  Hartford Life's cash flows were not impacted by
this change in accounting principle.

(C)  REVENUE RECOGNITION
Revenues for universal life policies and investment products consist of policy
charges for the cost of insurance, policy administration and surrender charges
assessed to policy account balances.  Premiums for traditional life insurance
policies are recognized as revenues when they are due from policyholders. 
Deferred acquisition costs are amortized using the retrospective deposit method
for universal life and other types of contracts where the payment pattern is
irregular or surrender charges are a significant source of profit and the
prospective deposit method is used where investment margins are the primary
source of profit.

                                         F-6

<PAGE>

(D)  FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS
Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal,
mortality and morbidity assumptions which vary by plan, year of issue and
policy durations and include a provision for adverse deviation.  Other
policyholder funds which represent liabilities for universal life insurance and
investment products reflect policy account balances before applicable surrender
charges.

(E)  POLICYHOLDER REALIZED GAINS AND LOSSES
Realized gains and losses on security transactions associated with Hartford
Life's immediate participation guaranteed  contracts are excluded from 
revenues, since under the terms of the contracts the realized gains and losses
will be credited to policyholders in future years as they are entitled to
receive them.

(F)  DEFERRED POLICY ACQUISITION COSTS
Policy acquisition costs, including commissions and certain underwriting
expenses associated with acquiring traditional life insurance products, are
deferred and amortized over the lesser of the estimated or actual contract
life.  For universal life insurance and investment products, acquisition costs
are being amortized generally in proportion to the present value of expected
gross profits from surrender charges, investment, mortality and expense
margins.

(G)  INVESTMENTS
Hartford Life's investments in fixed maturities include bonds, redeemable
preferred stock and commercial paper which are classified as "available-for-
sale" and accordingly are carried at market value with the after-tax difference
from cost reflected as a component of  Stockholder's Equity designated
"Unrealized loss on investments, net of tax". Equity securities, which include
common and non-redeemable preferred stocks, are carried at market value with
the after-tax difference from cost reflected in Stockholder's Equity.  Realized
investment gains and losses, after deducting life and pension policyholders'
share, are reported as a component of revenue and are determined on a specific
identification basis. 

(H)  DERIVATIVE FINANCIAL INSTRUMENTS
Hartford Life uses a variety of derivative financial instruments including,
swaps, caps, floors, options, forwards and exchange traded financial futures as
part of an overall risk management strategy.  These instruments, are used as a
means of hedging exposure to price, foreign currency and/or interest rate risk
on planned investment purchases or existing assets and liabilities. Hartford
Life does not hold or issue derivative financial instruments for trading
purposes. Hartford Life's accounting for derivative financial instruments used
to manage risk is in accordance with the concepts established in SFAS No. 80,
"Accounting for Futures Contracts," SFAS No. 52 , "Foreign Currency
Translation", American Institute of Certified Public Accountants Statement of 
Position 86-2, "Accounting for Options" and various Emerging Issues Task Force
pronouncements. Written options are in all cases used in conjunction with other
assets and derivatives as part of an overall risk management strategy. 
Derivative instruments are carried at values consistent with the asset or
liability being hedged.  Derivatives used to hedge fixed maturities or equities
are carried at fair value with the after-tax difference from cost reflected in
Stockholder's Equity.  Derivatives used to hedge other invested assets or
liabilities are carried at cost.

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

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

                                         F-7

<PAGE>

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

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

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

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

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

(I)  RELATED PARTY TRANSACTIONS
Transactions of Hartford Life with its parent and affiliates relate principally
to tax settlements, insurance coverage, rental and service fees and payment of
dividends and capital contributions.  In addition, certain affiliated insurance
companies purchased group annuity contracts from Hartford Life to fund pension
costs and claim annuities to settle casualty claims.

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

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

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

(J) DIVIDEND TO POLICYHOLDERS 
Dividends to policyholders primarily represent those amounts paid to corporate
owned life insurance ("COLI") policyholders. These dividend liabilities, which
appear as other policyholder funds on the Consolidated Balance Sheets, are
recorded when approved by the board of directors.
 
See Note (4) for the related party coinsurance agreements.

                                         F-8

<PAGE>

2. INVESTMENTS
(a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                             --------------------------
<S>                                                          <C>      <C>       <C>
                                                              1995      1994      1993 
                                                             ------    ------    ------
Interest income                                              $1,338    $1,247    $1,007
Income from other investments                                     1        54        53
                                                             ------    ------    ------

                                    GROSS INVESTMENT INCOME   1,339     1,301     1,060

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

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

                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                           $4        $2        $3
Gross unrealized losses                                          (2)      (11)      (11)
Deferred income tax expenses/(benefit)                            1        (3)       (3)
                                                             ------    ------    ------
                    NET UNREALIZED GAINS (LOSSES) AFTER TAX       1        (6)       (5)
Balance at the beginning of the year                             (6)       (5)       (0)
                                                             ------    ------    ------
CHANGE IN NET UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES     $7       ($1)      ($5)
                                                             ------    ------    ------
                                                             ------    ------    ------

(c) UNREALIZED GAINS/(LOSSES) IN FIXED SECURITIES
                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                         $529      $150      $538
Gross unrealized losses                                        (569)   (1,185)     (290)
Unrealized (losses)/gains credited to policyholder              (52)       37         0
Deferred income tax (benefit)/expense                           (34)     (350)       87
                                                             ------    ------    ------
                    NET UNREALIZED (LOSSES) GAINS AFTER TAX     (58)     (648)      161

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

(d) COMPONENTS OF NET REALIZED GAINS/(LOSSES)
                                                              Year ended December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Fixed maturities                                                $23      ($34)     ($12)
Equity securities                                                (6)      (11)        0
Real estate and other                                           (25)       47        43
Less: (decrease)/increase in liability to policyholders
  for realized gains                                             (3)        5       (15)
                                                             ------    ------    ------
                                NET REALIZED (LOSSES) GAINS    ($11)       $7       $16
                                                             ------    ------    ------
                                                             ------    ------    ------
</TABLE>
 
                                         F-9

<PAGE>

(e) DERIVATIVE INVESTMENTS
A summary of investments, segregated by major category along with the types of
derivatives and their respective notional amounts, are as follows as of
December 31, 1995 :
 
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (CARRYING AMOUNT)

                                                                                                          
                                                         Caps, Floors & Options                         Foreign
                                  Carrying               -----------------------                        Currency
                                   Value   Non-Derivative Issued(b)  Purchased(c)  Futures(d)  Swaps(f)   Swaps
                                  --------  -----------  --------   -----------   ---------   --------   -------
<S>                               <C>          <C>          <C>            <C>          <C>     <C>        <C>
Asset-backed securities             $5,764       $5,752       ($1)          $30          $0       ($17)       $0
Inverse floaters(a)                    711          794       (30)           16           0        (69)        0
Anticipatory(e)                          0            0         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
  TOTAL ASSET-BACKED SECURITIES      6,475        6,546       (31)           46           0        (86)        0

Other bonds and notes                7,118        7,165        (1)            0           0        (22)      (24)
Short-term investments                 807          807         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
           TOTAL FIXED MATURITIES   14,400       14,518       (32)           46           0       (108)      (24)
Other investments                    3,865        3,865         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
             TOTAL INVESTMENTS     $18,265      $18,383      ($32)          $46          $0      ($108)     ($24)
                                  --------  -----------  --------   -----------   ---------   --------   -------
                                  --------  -----------  --------   -----------   ---------   --------   -------
</TABLE>
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (NOTIONAL AMOUNT)
                                                         (EXCLUDING LIABILITY HEDGES)

                                                                                            
                                                  Caps, Floors & Options                   Foreign
                                   Notional       ----------------------                   Currency
                                    Amount  Issued(b) Purchased(c) Futures(d)   Swaps(f)    Swaps
                                  --------  ---------  ---------   ----------  ---------  ---------
<S>                              <C>       <C>        <C>         <C>         <C>        <C>
Asset-backed securities             $3,863       $118     $3,133         $322       $290         $0
Inverse floaters(a)                  1,601        560        354            6        681          0
Anticipatory(e)                        238          0          0          213         25          0
                                  --------  ---------  ---------   ----------  ---------  ---------
 TOTAL ASSET-BACKED SECURITIES       5,702        678      3,487          541        996          0

   Other bonds and notes             1,365         33         66          322        757        187
   Short-term  investments               0          0          0            0          0          0
                                  --------  ---------  ---------   ----------  ---------  ---------
        TOTAL FIXED MATURITIES       7,067        711      3,553          863      1,753        187
   Other investments                    18          0          0            0         18          0
                                  --------  ---------  ---------   ----------  ---------  ---------
             TOTAL INVESTMENTS      $7,085       $711     $3,553         $863     $1,771       $187
                                  --------  ---------  ---------   ----------  ---------  ---------
                                  --------  ---------  ---------   ----------  ---------  ---------
</TABLE>


(a) Inverse floaters are variations of CMO's for which the coupon rates
move inversely with an index rate (e.g. LIBOR).  The risk to principal is
considered negligible as the underlying collateral for the securities is
guaranteed or sponsored by government agencies.   To address the volatility
risk created by the coupon variability, Hartford Life uses a variety of
derivative instruments, primarily interest rate swaps and issued floors.

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

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

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

(e) Deferred gains and losses on anticipatory transactions are included in the
carrying value of bond investments in the consolidated balance sheets.  At the
time of  the ultimate purchase, they are reflected as a basis adjustment to the
purchased asset.  At December 31, 1995, there were $5.3 in net deferred losses
for futures, interest rate swaps and purchased options.

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

                                     F-10

<PAGE>
 


<TABLE>
<CAPTION>
 

                                                      MATURITY OF SWAPS ON INVESTMENTS
                                                           AS OF DECEMBER 31, 1995


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

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

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

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


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

<TABLE>
<CAPTION>

                                                          BY DERIVATIVE TYPE
                                   ----------------------------------------------------------------------
                                       12/31/94                      MATURITIES/              12/31/95
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------     ---------      ------------        ---------------
<S>                                       <C>          <C>              <C>                      <C>
Caps                                       $1,861        $2,666            $2,343                 $2,184
Floors                                      2,131           237               188                  2,180
Swaps/Collars/Forwards/Options              4,374         1,355             2,163                  3,566
Futures                                       253         6,125             5,515                    863
                                  ---------------     ---------      ------------        ---------------
                           TOTAL           $8,619       $10,383           $10,209                 $8,793
                                  ---------------     ---------      ------------        ---------------
                                  ---------------     ---------      ------------        ---------------


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

In addition to risk management through derivative financial instruments
pertaining to the investment portfolio, interest rate sensitivity related to
certain Company liabilities was altered primarily through interest rate swap
agreements. The notional

                                         F-11

<PAGE>

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

(F)  CONCENTRATION OF CREDIT RISK
Hartford Life has a reinsurance recoverable of $5.6 billion from Mutual Benefit
Life Assurance Corporation (Mutual Benefit).  The risk of Mutual Benefit
becoming insolvent is mitigated by the reinsurance agreement's requirement that
the assets be kept in a security trust with Hartford Life as sole beneficiary. 
Excluding investments in U.S. government and agencies, Hartford Life has no
other significant concentrations of credit risk.

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

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

<TABLE>
<CAPTION>
 
                                                                      AS OF DECEMBER 31,1995
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
<S>                                                     <C>             <C>          <C>          <C>
U.S. Government and government agencies and 
   authorities;
 Guaranteed and sponsored                                   $502           $4            ($9)        $497
 Guaranteed and sponsored-asset backed                     3,568          210           (387)       3,391

State, municipalities and political subdivisions             201            4             (3)         202
International governments                                    291           19             (4)         306
Public utilities                                             949           29             (2)         976
All other corporate-asset backed                           3,065           76            (55)       3,086
All other corporate                                        5,056          187           (109)       5,134
Short-term investments                                       808            0              0          808
                                                       ----------      -------          -----       -----
                                TOTAL INVESTMENTS        $14,440         $529          ($569)     $14,440
                                                       ----------      -------          -----       -----
                                                       ----------      -------          -----       -----


                                                                      AS OF DECEMBER 31,1994
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
U.S. Government and government agencies 
   and authorities;
 Guaranteed and sponsored                                 $1,516           $1           ($87)      $1,430
 Guaranteed and sponsored-asset backed                     4,256           78           (571)       3,763

State, municipalities and political subdivisions             148            1            (12)         137
International governments                                    189            1            (14)         176
Public utilities                                             531            1            (32)         500
All other corporate-asset backed                           2,442           30           (121)       2,351
All other corporate                                        3,717           38           (297)       3,458
Short-term investments                                     1,665            0            (51)       1,614
                                                        ---------      -------       --------     -------
                                TOTAL INVESTMENTS        $14,464         $150        ($1,185)     $13,429
                                                        ---------      -------       --------     -------
                                                        ---------      -------       --------     -------
</TABLE>

                                         F-12

<PAGE>


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

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

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

(H)  FAIR VALUE OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
                               AS OF DECEMBER 31, 1995  AS OF DECEMBER 31, 1994
                               -----------------------  -----------------------
                                        CARRYING    FAIR    CARRYING    FAIR
                                         AMOUNT    VALUE     AMOUNT    VALUE
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>
ASSETS
 Fixed maturities                        $14,400   $14,400   $13,429   $13,429
 Equity securities                            63        63        68        68
 Policy loans                              3,381     3,381     2,614     2,614
 Mortgage loans                              265       265       316       316
 Investments in partnerships and trusts       94        97        36        42
 Miscellaneous                                62        62        67        67

LIABILITIES
 Other policy claims and benefits        $12,727   $12,767   $13,001   $12,374
</TABLE>


The following methods and assumptions were used to estimate the fair value of
each class of financial instrument: fair value for fixed maturities and equity
securities approximate those quotations published by applicable stock exchanges
or are received from other reliable sources; policy and mortgage loan carrying
amounts approximate fair value; investments in partnerships and trusts are based
on external market valuations from partnership and trust management; and other
policy claims and benefits payable are determined by estimating future cash
flows discounted at the current market rate.

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

                                         F-13

<PAGE>

The provision for income taxes was as follows:

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                         ---------------------------------
                                            1995      1994      1993
                                          -------   -------   -------
<S>                                        <C>       <C>       <C>
INCOME TAX EXPENSES
  Current                                    $211      $185      $190
  Deferred                                   (149)     (120)     (115)
                                          -------   -------   -------
                                   TOTAL      $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------

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

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

Deferred tax assets(liabilities) include the following:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                      --------------------
                                                        1995        1994
                                                      ---------   ---------
       <S>                                              <C>        <C>
       Tax deferred acquisition costs                    $410        $284
       Book deferred acquisition costs and reserves       138        (134)
       Employee benefits                                    8           7
       Unrealized net loss on investments                  32         353
       Investments and other                             (168)         80
                                                      ---------   ---------
                            TOTAL DEFERRED TAX ASSET     $420        $590
                                                      ---------   ---------
                                                      ---------   ---------
</TABLE>



Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax Act
of 1959 permitted the deferral from taxation of a portion of statutory income
under certain circumstances.  In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income.  The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1995 was $37.

4.  REINSURANCE
Hartford Life cedes insurance to non-affiliated insurers in order to limit its
maximum loss.  Such transfer does not relieve Hartford Life of its primary
liability.  Hartford Life also assumes insurance from other  insurers.  Group
life and accident and health insurance  business is substantially reinsured to
affiliated companies.

Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
                                             YEAR ENDED DECEMBER 31,
                                          ---------------------------
                                            1995      1994      1993
                                          -------   -------   -------
 <S>                                      <C>       <C>       <C>
  Gross premiums                           $1,545    $1,316    $1,135
  Insurance assumed                           591       299        93
  Insurance ceded                             649       515       481
                                          -------   -------   -------
                   NET RETAINED PREMIUMS   $1,487    $1,100      $747
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

                                         F-14

<PAGE>

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

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

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

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

In November 1993, ILA acquired, through an assumption reinsurance 
transaction, substantially all of the individual fixed and variable annuity 
business of HLA. As a result of this transaction, the assets and liabilities 
of Hartford Life increased approximately $1 billion.  The excess of 
liabilities assumed over assets received, of $2, was recorded as a decrease 
to capital surplus. The remaining $41 in assets and liabilities were 
transferred in October 1995.  The impact on consolidated net income was not 
significant.

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

5.  PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Hartford Life's employees are included in Hartford Fire's noncontributory
defined benefit pension plans.  These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment.  Hartford Life's funding policy is to contribute annually
an amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974 and the maximum amount that can be
deducted for Federal income tax purposes. Generally, pension costs are funded
through the purchase of Hartford Life's group pension contracts. The cost to
Hartford Life was approximately $2, $2, and $3 in 1995, 1994 and 1993,
respectively.

Hartford Life provides certain health care and life insurance benefits for
eligible retired employees. A substantial portion of Hartford Life's employees
may become eligible for these benefits upon retirement. Hartford Life's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions.  Hartford Life has prefunded a
portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by
Hartford Fire were immaterial for 1995, 1994, and 1993 respectively.

The assumed rate of future increases in the per capita cost of health care (the
health care trend rate) was 10.1% for 1995, decreasing ratably to 6.0% in the
year 2001.  Increasing the health care trend rates by one percent per year would
have an immaterial impact on the accumulated postretirement benefit obligation
and the annual expense. To the extent that the actual experience differs from
the inherent assumptions, the effect will be amortized over the average future
service of the covered employees.

                                         F-15

<PAGE>


6.   BUSINESS SEGMENT INFORMATION

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

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

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

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

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

7.  STATUTORY NET INCOME AND SURPLUS
  Substantially all of the statutory surplus is permanently reinvested or is
  subject to dividend restrictions relating to various state regulations which
  limit the payment of dividends without prior approval.  Statutory net income 
  and surplus as of December 31 were:
<TABLE>
<CAPTION>
                                         1995      1994      1993
                                       --------- --------  --------
<S>                                   <C>       <C>       <C>
    Statutory net income                    $112      $58       $63
    Statutory surplus                     $1,125     $941      $812
</TABLE>

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

                                         F-16

<PAGE>


  The guaranteed separate accounts include modified guaranteed individual 
  annuity, and modified guaranteed life insurance.  The average credit interest 
  rate on these contracts is 6.62%.  The assets that support these liabilities 
  were comprised of $10.4 billion in bonds at December 31, 1995.  The portfolios
  are segregated from other investments and are managed so as to minimize 
  liquidity and interest rate risk.  In order to minimize the risk of 
  disintermediation associated with early withdrawals, individual annuity and 
  modified guaranteed life insurance contracts carry a graded surrender charge 
  as well as a market value adjustment.  Additional investment risk is hedged 
  using a variety of derivatives which totaled $133 million in carrying value 
  and $2.7 billion in notional amounts at December 31, 1995. 

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

  Under insurance guaranty fund laws in most states, insurers doing business
  therein can be assessed up to prescribed limits for policyholder losses 
  incurred by insolvent companies.  The amount of any future assessments on 
  Hartford Life under these laws cannot be reasonably estimated.  Most of these 
  laws do provide, however, that an assessment may be excused or deferred if it 
  would threaten an insurer's own financial strength.  Additionally, guaranty 
  fund assessments are used to reduce state premium taxes paid by the Company in
  certain states.  Hartford Life paid guaranty fund assessments of approximately
  $10, $8 and $6 in 1995, 1994, and 1993, respectively.

  Hartford Life is involved in various legal actions, some of which involve 
  claims for substantial amounts. In the opinion of management the ultimate 
  liability with respect to such lawsuits, as well as other contingencies, is 
  not considered material in relation to the consolidated financial position of 
  Hartford Life.

                                         F-17
<PAGE>


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

                                                                                   FAIR          REPORTED ON
                                                                 COST              VALUE         BALANCE SHEET
                                                              --------------    -------------  -----------------
<S>                                                          <C>               <C>            <C>
FIXED MATURITIES
  Bonds
   U.S. Government and government agencies and authorities
    Guaranteed and sponsored                                           $502           $497           $497
    Guaranteed and sponsored - asset backed                           3,568          3,391         $3,391

   States, municipalities and political subdivisions                    201            202           $202
   International governments                                            291            306           $306
   Public utilities                                                     949            976           $976
   All other corporate                                                5,056          5,134         $5,134
   All other corporate - asset backed                                 3,065          3,086         $3,086
   Short-term investments                                               808            808           $808
                                                                 ----------      ---------      ---------
                                   TOTAL FIXED MATURITIES           $14,440        $14,400        $14,400


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

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

POLICY LOANS                                                          3,381          3,381          3,381
MORTGAGE LOANS                                                          265            265            265
OTHER INVESTMENTS                                                       156            159            156
                                                                  ---------       --------        -------
                                   TOTAL INVESTMENTS                $18,303        $18,268        $18,265
                                                                  ---------       --------        -------
                                                                  ---------       --------        -------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Fair value for stocks and bonds approximate those quotations published by
applicable stock exchanges or are received from other reliable sources.  The
fair value for short-term investments approximates cost.

Policy and mortgage loans carrying amounts approximate fair value.

                                     S-1

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   SCHEDULE III - SUPPLEMENTAL INSURANCE INFORMATION
                                    (in millions)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              Amort. of
                             Deferred    Future      Other      Premiums and       Net      Benefits, Claims   Deferred     Other
                              Policy     Policy   Policyholder      Other       Investment    and Claim Adj.    Policy    Insurance
                            Acq. Costs  Benefits     Funds      Considerations    Income         Expenses     Acq. Costs   Expenses
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                                   As of December 31, 1995                          Year ended December 31, 1995
<S>                         <C>         <C>       <C>           <C>             <C>         <C>               <C>         <C>

Individual Life and Annuity     $2,088      $706        $4,371            $514        $283              $277        $176       $108
Asset Management Services           87     1,169         8,942              51         683               722          23         68
Specialty Insurance
 Operations                         13       498         9,285             922         351               423           0        816
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $2,188    $2,373       $22,598          $1,487      $1,317            $1,422        $199       $992
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1994                          Year ended December 31, 1994

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

                                   As of December 31, 1993                          Year ended December 31, 1993

Individual life and Annuity     $1,237      $428        $3,535            $423        $172              $249         $97       $120
Asset Management Services           97       703         9,026              35         759               662          16         45
Specialty Insurance
 Operations                          0       528         5,673             289         136               135           0        272
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,334    $1,659       $18,234            $747      $1,067            $1,046        $113       $437
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

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

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

                                         S-2

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                              SCHEDULE IV - REINSURANCE
                                    (in millions)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   Percentage of 
                                        Gross       Ceded to          Assumed from        Net      Amount Assumed
                                       Amount    Other Companies     Other Companies     Amount     to Net Amount
                                      --------  -----------------   -----------------   --------  ----------------
<S>                                  <C>               <C>                   <C>       <C>                 <C>
YEAR ENDED DECEMBER 31, 1995

LIFE INSURANCE IN FORCE               $182,716           $112,774             $26,996    $96,938             27.8%

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

YEAR ENDED DECEMBER 31, 1994

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

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $448                $71                $106       $483             21.9%
 Asset Management Services                  39                  0                   0         39              0.0%
 Specialty Insurance Operations            521                140                 188        569             33.0%
 Accident and Health                       308                304                   5          9             55.6%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,316               $515                $299     $1,100             27.2%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------

YEAR ENDED DECEMBER 31, 1993

LIFE INSURANCE IN FORCE                $93,099            $71,415             $27,067    $48,751             55.5%

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

</TABLE>

                                         S-3

<PAGE>
                                        PART C

                                  OTHER INFORMATION

Item 24. Financial Statements and Exhibits

    (a)  All financial statements are included in Part A and Part B of the
         Registration Statement.

    (b)   (1) The resolution authorizing the Separate Account is incorporated
              by reference to Post Effective Amendment No. 9, to the
              Registration Statement File No. 33-19949, dated May 1, 1995. 

          (2) Not applicable.  Hartford Life maintains custody of all assets.

          (3) (a)  Principal Underwriting Agreement is incorporated herein.

              (b)  Form of Dealer Agreement is incorporated herein.
    
          (4) The form of the variable annuity contract is incorporated herein.

          (5) The form of the application is incorporated herein.

          (6)  (a)  Restated Certificate of Incorporation of Hartford Life
                    Insurance Company is incorporated herein. 

               (b)  Bylaws of Hartford Life Insurance Company are incorporated
                    by reference as stated above.

          (7) Not applicable.

          (8) Participation Agreement is incorporated by reference as stated
              above.

          (9) Legal opinion is incorporated herein.

         (10) Consent of Arthur Andersen LLP is incorporated herein.

         (11) No financial statements are omitted.

         (12) Not applicable.

         (13) Not applicable.

         (14) A financial data schedule is incorporated herein.

<PAGE>

Item 25. Directors and Officers of the Depositor

         Louis J. Abdou                Vice President

         Wendell J. Bossen             Vice President

         Gregory A. Boyko              Vice President

         Peter W. Cummins              Vice President

         Ann M. deRaismes              Vice President

         Timothy M. Fitch              Vice President

         Donald R. Frahm               Chairman & CEO, Director

         Bruce D. Gardner              Vice President, Director

         Joseph H. Gareau              Executive Vice President & Chief
                                       Investment Officer, Director

         J. Richard Garrett            Vice President & Treasurer

         John P. Ginnetti              Executive Vice President

         Lynda Godkin                  Associate General Counsel &
                                       Corporate Secretary

         Lois W. Grady                 Vice President

         David A. Hall                 Senior Vice President & Actuary

         Joseph Kanarek                Vice President

         Robert A. Kerzner             Vice President

         Kevin J. Kirk                 Vice President            

         Andrew W. Kohnke              Vice President

         Stephen M. Maher              Vice President & Actuary

         William B. Malchodi, Jr.      Vice President & Director of Taxes

         Thomas M. Marra               Executive Vice President, Director

<PAGE>

         Robert F. Nolan               Vice President

         Joseph J. Noto                Vice President

         Leonard E. Odell, Jr.         Senior Vice President, Director

         Michael C. O'Halloran         Vice President & Associate General
                                       Counsel

         Craig R. Raymond              Vice President & Chief Actuary

         Lowndes A. Smith              President & Chief Operating Officer,
                                       Director

         Edward J. Sweeney             Vice President

         James E. Trimble              Vice President & Actuary

         Raymond P. Welnicki           Senior Vice President, Director

         Walter C. Welsh               Vice President

         James T. Westervelt           Senior Vice President & Group 
                                       Comptroller

         Lizabeth H. Zlatkus           Vice President

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT  06104-2999.

Item 26. Persons Controlled By or Under Common Control with the Depositor or
         Registrant 

         Exhibit 26 is filed herewith.

Item 27. Number of Contract Owners

         As of December 31, 1995 there were ____ Contract Owners of qualified
         contracts and ___ Contract Owners of non-qualified contracts.

Item 28. Indemnification

         Under Section 33-320a of the Connecticut General Statutes, the
         Registrant must indemnify a director or officer against judgments,
         fines, penalties, amounts paid in settlement and reasonable expenses,
         including attorneys' fees, for actions brought or threatened to be
         brought against him in his capacity as a director or officer when it
         is determined by certain disinterested parties that he acted in good
         faith and in a manner he reasonably believed to be in the best
         interests of the Registrant.  In any criminal 

<PAGE>

         action or proceeding, it also must be determined that the director or
         officer had no reason to believe his conduct was unlawful.  The
         director or officer must also be indemnified when he is successful on
         the merits in the defense of a proceeding or in circumstances where a
         court determines that he is fairly and reasonably entitled to be
         indemnified, and the court approves the amount.  In shareholder
         derivative suits, the director or officer must be finally adjudged not
         to have breached his duty to the Registrant or a court must determine
         that he is fairly and reasonably entitled to be indemnified and must
         approve the amount.  In a claim based upon the director's or officer's
         purchase or sale of the Registrant's securities, the director of
         officer may obtain indemnification only if a court determines that, in
         view of all the circumstances, he is fairly and reasonably entitled to
         be indemnified, and then for such amount as the court shall determine.

         The foregoing statements are specifically made subject to the detailed
         provisions of Section 33-320a.

         The directors and officers of Hartford Life and Hartford Securities
         Distribution Company, Inc. ("HSD") are covered under a directors and
         officers liability insurance policy issued to ITT Hartford Group, Inc.
         and its subsidiaries.  Such policy will reimburse the Registrant for
         any payments that it shall make to directors and officers pursuant to
         law and will, subject to certain exclusions contained in the policy,
         further pay any other costs, charges and expenses and settlements and
         judgments arising from any proceeding involving any director or
         officer of the Registrant in his past or present capacity as such, and
         for which he may be liable, except as to any liabilities arising from
         acts that are deemed to be uninsurable.

         Insofar as indemnification for liabilities arising under the
         Securities Act of 1933 may be permitted to directors, officers and
         controlling persons of the Registrant pursuant to the foregoing
         provisions, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore,
         unenforceable.

Item 29. Principal Underwriters

    (a)  HSD acts as principal underwriter for the following investment
         companies:

              Hartford Life Insurance Company - 
              Separate Account One

              Hartford Life Insurance Company -
              Separate Account Two 
              
              Hartford Life Insurance Company - 
              Separate Account Two (DC Variable Account I)

<PAGE>

              Hartford Life Insurance Company -
              Separate Account Two (DC Variable Account II)

              Hartford Life Insurance Company -
              Separate Account Two (QP Variable Account)

              Hartford Life Insurance Company - 
              Separate Account Two (Variable Account "A")
              
              Hartford Life Insurance Company -
              Separate Account Two (NQ Variable Account)

              Hartford Life Insurance Company -
              Putnam Capital Manager Trust Separate Account 
              
              Hartford Life Insurance Company - 
              Separate Account Three

              Hartford Life Insurance Company - 
              Separate Account Five

              ITT Hartford Life and Annuity Insurance Company -
              Separate Account One

              ITT Hartford Life and Annuity Insurance Company - 
              Putnam Capital Manager Trust Separate Account Two
                          
              ITT Hartford Life and Annuity Insurance Company -
              Separate Account Three

              ITT Hartford Life and Annuity Insurance Company - 
              Separate Account Five 

              ITT Hartford Life and Annuity Insurance Company - 
              Separate Account Six
         
    (b)  Directors and Officers of HSD

         Name and Principal                Positions and Offices
          Business Address                    With Underwriter  
          ----------------                    ----------------

         Donald E. Waggaman, Jr.                  Treasurer

         Bruce D. Gardner                         Secretary

<PAGE>

         George R. Jay            Controller

         Lowndes A. Smith         President

Item 30. Location of Accounts and Records

         Accounts and records are maintained by Hartford Life.

Item 31. Management Services

         None

Item 32. Undertakings

    (a)  The Registrant hereby undertakes to file a post-effective amendment to
         this registration statement as frequently as is necessary to ensure
         that the audited financial statements in the registration statement
         are never more than 16 months old so long as payments under the
         variable annuity contracts may be accepted.

    (b)  The Registrant hereby undertakes to include either (1) as part of any
         application to purchase a contract offered by the Prospectus, a space
         that an applicant can check to request a Statement of Additional
         Information, or (2) a post card or similar written communication
         affixed to or included in the Prospectus that the applicant can remove
         to send for a Statement of Additional Information.

    (c)  The Registrant hereby undertakes to deliver any Statement of
         Additional Information and any financial statements required to be
         made available under this Form promptly upon written or oral request.

The Registrant is relying on the no-action letter issued by the Division of
Investment Management to American Council of Life Insurance, Ref. No. IP-6-88,
November 28, 1988.  The Registrant has complied with the four provisions of the
no-action letter.


<PAGE>

                      HARTFORD LIFE INSURANCE COMPANY, INC.
                                       AND
               HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY, INC.

                                POWER OF ATTORNEY

                                 Donald R. Frahm
                                Bruce D. Gardner
                                Joseph H. Gareau
                                John P. Ginnetti
                                 Thomas M. Marra
                              Leonard E. Odell, Jr.
                                Lowndes A. Smith
                               Raymond P. Welnicki
                               Lizabeth H. Zlatkus

do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, post-effective amendment and any application for exemptive relief of
the Hartford Life Insurance Company, Inc. and Hartford Life and Accident
Insurance Company, Inc. under the Securities Act of 1933 and/or the Investment
Company Act of 1940.

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

   /s/ Donald R. Frahm                       Dated:   10/19/95               
- -----------------------------------                 ---------------------
      Donald R. Frahm

   /s/ Bruce D. Gardner                      Dated:   10/19/95          
- -----------------------------------                 ---------------------
      Bruce D. Gardner 

 /s/ Joseph H. Gareau                        Dated:   10/19/95         
- -----------------------------------                 ---------------------
      Joseph H. Gareau

 /s/ John P. Ginnetti                        Dated:   10/26/95
- -----------------------------------                 ---------------------
      John P. Ginnetti
   
 /s/ Thomas M. Marra                         Dated:   10/19/95        
- -----------------------------------                 ---------------------
      Thomas M. Marra  

 /s/ Leonard E. Odell, Jr.                   Dated:   10/20/95
- -----------------------------------                 ---------------------
      Leonard E. Odell, Jr. 

 /s/ Lowndes A. Smith                        Dated:   10/19/95  
- -----------------------------------                 ---------------------
      Lowndes A. Smith 

<PAGE>

 /s/ Raymond P. Welnicki                     Dated:   10/24/95
- -----------------------------------                 ---------------------
      Raymond P. Welnicki

 /s/ Lizabeth H. Zlatkus                     Dated:   10/20/95
- -----------------------------------                 ---------------------
      Lizabeth H. Zlatkus
 
<PAGE>

                                      SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets the requirements of Securities Act
Rule 485(b) for effectiveness of this Registration Statement and has caused this
Registration Statement to be signed on its behalf, in the City of Hartford, and
State of Connecticut on this  15  day of  April, 1996.
                             ----        -------

HARTFORD LIFE INSURANCE COMPANY -
SEPERATE ACCOUNT TWO - (DC VARIABLE ACCOUNT II)
              (Registrant)

*By: /s/ JOHN P. GINNNETTI                        *By:   /s/ LYNDA GODKIN   
     ------------------------------------------          -----------------------
     John P. Ginnetti, Executive Vice President              Lynda Godkin
                                                             Attorney-in-Fact

HARTFORD LIFE INSURANCE COMPANY
         (Depositor)

*By: /s/ JOHN P. GINNNETTI                                 
     ------------------------------------------
     John P. Ginnetti, Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this 
Registration Statement has been signed below by the following persons and in the
capacity and on the date indicated.

Donald R. Frahm, Chairman and
    Chief Executive Officer, Director *
Bruce D. Gardner, Vice President,      
     Director *                       
Joseph H. Gareau, Executive Vice
    President and Chief Investment
    Officer, Director *
John P. Ginnetti, Executive Vice
   President, Director *
Thomas M. Marra, Executive Vice                *By:  /s/ LYNDA GODKIN 
   President, Director *                             ---------------- 
Leonard E. Odell, Jr., Senior                            Lynda Godkin
   Vice President, Director *                            Attorney-In-Fact
Lowndes A. Smith, President,      
   Chief Operating Officer, Director *         Dated:  April 15, 1996 
Raymond P. Welnicki, Senior Vice                       ---------------
   President, Director *
Lizabeth H. Zlatkus, Vice President
   Director *



<PAGE>

                           PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the June 26, 1995, made by and between HARTFORD LIFE
INSURANCE COMPANY ("HLIC" or the "Sponsor"), a corporation organized and
existing under the laws of the State of Connecticut, and HARTFORD SECURITIES
DISTRIBUTION COMPANY, INC. ("HSD"), a corporation organized and existing under
the laws of the State of Connecticut,

                                     WITNESSETH:

WHEREAS, the Board of Directors of HLIC has made provision for the establishment
of  separate accounts within HLIC in accordance with the laws of the State of
Connecticut, which separate accounts were organized and are established and
registered as unit investment trust type investment companies with the
Securities and Exchange Commission under the Investment Company Act of 1940
("1940 Act"), as amended, and which are designated Hartford Life Insurance
Company DC Variable Account -I, Hartford Life Insurance Company Separate Account
Two (DC Variable Account-II), Hartford Life Insurance Company Separate Account
Two (Variable Account A), Hartford Life Insurance Company Separate Account Two
(QP Variable Account), and Hartford Life Insurance Company Separate Account Two
(NQ Variable Account), (referred to collectively as the "Separate Accounts");
and

WHEREAS, HSD offers to the public a certain Group Variable Annuity Contracts
(the "Contract") issued by HLIC with respect to the UIT units of interest
thereunder which are registered under the Securities Act of 1933 ("1933 Act"),
as amended; and

    WHEREAS, HSD has previously agreed to act as distributor in connection with
offers and sales of the Contract under the terms and conditions set forth in
this Principal Underwriter Agreement.

NOW THEREFORE, in consideration of the mutual agreements made herein, HLIC and
HSD agree as follows:

                                            I.     

                                       HSD'S DUTIES

1.  HSD, as successor principal underwriter to Hartford Equity Sales Company,
    Inc. for the Contract, will use its best efforts to effect offers and sales
    of the Contract through broker-dealers that are members of the National
    Association of Securities Dealers, Inc. and whose registered
    representatives are duly licensed as insurance agents of HLIC.  HSD is
    responsible for compliance with all applicable requirements of the 1933
    Act, as amended, the Securities Exchange Act of 1934 ("1934 Act"), as
    amended, and the 1940 Act, as amended, and the rules and regulations
    relating to the sales and distribution of the Contract, the need for which
    arises out of its duties as principal underwriter of said Contract and
    relating to the creation of the UIT.

<PAGE>

2.  HSD agrees that it will not use any prospectus, sales literature, or any
    other printed matter or material or offer for sale or sell the Contract if
    any of the foregoing in any way represent the duties, obligations, or
    liabilities of HLIC as being greater than, or different from, such duties,
    obligations and liabilities as are set forth in this Agreement, as it may
    be amended from time to time.

3.  HSD agrees that it will utilize the then currently effective prospectus
    relating to the UIT's Contracts in connection with its selling efforts.

    As to the other types of sales materials, HSD agrees that it will use only
    sales materials which conform to the requirements of federal and state
    insurance laws and regulations and which have been filed, where necessary,
    with the appropriate regulatory authorities.

4.  HSD agrees that it or its duly designated agent shall maintain records of
    the name and address of, and the securities issued by the UIT and held by,
    every holder of any security issued pursuant to this Agreement, as required
    by the Section 26(a)(4) of the 1940 Act, as amended.

5.  HSD's services pursuant to this Agreement shall not be deemed to be
    exclusive, and it may render similar services and act as an underwriter,
    distributor, or dealer for other investment companies in the offering of
    their shares.

6.  In the absence of willful misfeasance, bad faith, gross negligence, or
    reckless disregard of its obligations and duties hereunder on the part of
    HSD, HSD shall not be subject to liability under a Contract for any act or
    omission in the course, or connected with, rendering services hereunder.

                                         II.

1.  The UIT reserves the right at any time to suspend or limit the public
    offering of the Contracts upon 30 days' written notice to HSD, except where
    the notice period may be shortened because of legal action taken by any
    regulatory agency.

2.  The UIT agrees to advice HSD immediately:

    (a)  Of any request by the Securities and Exchange Commission for amendment
         of its 1933 Act registration statement or for additional information;

    (b)  Of the issuance by the Securities and Exchange Commission of any stop
         order suspending the effectiveness of the 1933 Act registration
         statement relating to units of interest issued with respect to the UIT
         or of the initiation of any proceedings for that purpose;

<PAGE>


    (c)  Of the happening of any material event, if known, which makes untrue
         any statement in said 1933 Act registration statement or which
         requires a change therein in order to make any statement therein not
         misleading.

    HLIC will furnish to HSD such information with respect to the UIT and the
    Contracts in such form and signed by such of its officers and directors and
    HSD may reasonably request and will warrant that the statements therein
    contained when so signed will be true and correct.  HLIC will also furnish,
    from time to time, such additional information regarding the UIT's
    financial condition as HSD may reasonably request.

                                         III.

                                     COMPENSATION

In accordance with an Expense Reimbursement Agreement between HLIC and HSD, HSD
is obligated to reimburse HSD for all operating expenses associated with the
services provided on behalf of the UIT under this Principal Underwriter
Agreement.  No additional compensation is payable in excess of that required
under the Expense Reimbursement Agreement.

                                         IV.

                   RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC.  However, such resignation shall not become effective
until either the UIT has been completely liquidated and the proceeds of the
liquidation distributed through HLIC to the Contract owners or a successor
Principal Underwriter has been designated and has accepted its duties.

                                          V.

                                    MISCELLANEOUS

1.  This Agreement may not be assigned by any of the parties hereto without the
    written consent of the other party.

2.  All notices and other communications provided for hereunder shall be in
    writing and shall be delivered by hand or mailed first class, postage
    prepaid, addressed as follows:

      (a)  If to HLIC - Hartford Life Insurance Company,  P.O. Box 2999,
           Hartford, Connecticut 06104.

      (b)  If to HSD - Hartford Securities Distribution Company, Inc., P.O. Box
           2999, Hartford, Connecticut 06104.

<PAGE>

    or to such other address as HSD or HLIC shall designate by written notice
    to the other.

3.  This Agreement may be executed in any number of counterparts, each of which
    shall be deemed an original and all of which shall be deemed one
    instrument, and an executed copy of this Agreement and all amendments
    hereto shall be kept on file by the Sponsor and shall be open to inspection
    any time during the business hours of the Sponsor.

4.  This Agreement shall inure to the benefit of and be binding upon the
    successor of the parties hereto.

5.  This Agreement shall be construed and governed by and according to the laws
    of the State of Connecticut.

6.  This Agreement may be amended from time to time by the mutual agreement and
    consent of the parties hereto.

7.  (a)  This Agreement shall become effective June 26, 1995 and shall continue
         in effect for a period of two years from that date and, unless sooner
         terminated in accordance with 7(b) below, shall continue in effect
         from year to year thereafter provided that its continuance is
         specifically approved at least annually by a majority of the members
         of the Board of Directors of HLIC.

    (b)  This Agreement (1) may be terminated at any time, without the payment
         of any penalty, either by a vote of a majority of the members of the
         Board of Directors of HLIC on 60 days' prior written notice to HSD;
         (2) shall immediately terminate in the event of its assignment and (3)
         may be terminated by HSD on 60 days' prior written notice to HLIC, but
         such termination will not be effective until HLIC shall have an
         agreement with one or more persons to act as successor principal
         underwriter of the Contracts.  HSD hereby agrees that it will continue
         to act as successor principal underwriter until its successor or
         successors assume such undertaking.

<PAGE>

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.


(Seal)                       HARTFORD LIFE INSURANCE COMPANY




                             BY:       /s/ John P. Ginnetti
                                       --------------------
                                           John P. Ginnetti
                                           Executive Vice President



Attest:                      HARTFORD SECURITIES DISTRIBUTION
                             COMPANY, INC.




/s/ Lynda Godkin            BY:     /s/ George Jay 
- ----------------                    --------------                        
Lynda Godkin                            George Jay
Secretary                               Controller


<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

This Broker-Dealer Sales and Supervision Agreement ("Agreement")
dated ____________________ is made by and between Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (referred to
collectively as "Companies"), Hartford Securities Distribution Company, Inc.
("Distributor"), a broker-dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act")
and a member of the National Association of Securities Dealers, Inc. ("NASD")
and __________________________________, who is also a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD ("Broker-Dealer"), and
any and all undersigned insurance agency affiliates ("Affiliates") of Broker-
Dealer.

WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products"); and

WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for
Registered Products; and

WHEREAS, Distributor is the principal underwriter of the Registered Products;
and

WHEREAS, Distributor anticipates having registered representatives who are
associated with Broker-Dealer ("Registered Representatives"), who are NASD
registered and are duly licensed under applicable state insurance law and
appointed as life insurance agents of Companies solicit and sell the Registered
Products; and

WHEREAS, Distributor acknowledges that the Broker-Dealer will provide certain
supervisory and administrative services to Registered Representatives who are
associated with the Broker-Dealer in connection with the solicitation, service
and sale of the Registered Products; and

WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory services
to its Registered Representatives who have been appointed by the Companies to
sell the Registered Products.

NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:


  I. APPOINTMENT OF THE BROKER-DEALER

     The Companies hereby appoint Broker-Dealer as an agent of the Companies for
     the solicitation and procurement of applications for the Registered
     Products offered by the Companies, as outlined in Exhibit A attached
     herein, in all states in which the Companies are authorized to do business
     and in which Broker-Dealer or any Affiliates are properly licensed.
     Distributor hereby authorizes Broker-Dealer under the securities laws to
     supervise Registered Representatives in connection with the solicitation,
     service and sale of the Registered Products.

 II. AUTHORITY OF THE BROKER-DEALER

<PAGE>

     Broker-Dealer has the authority to represent Distributor and Companies only
     to the extent expressly granted in this Agreement.  Broker-Dealer and any
     Registered Representatives shall not hold themselves out to be employees of
     Companies or Distributor in any dealings with the public.  Broker-Dealer
     and any Registered Representatives shall be independent contractors as to
     Distributor or Companies.  Nothing contained herein is intended to create a
     relationship of employer and employee between Broker-Dealer and Distributor
     or Companies or between Registered Representatives and Distributor or
     Companies.

III. BROKER-DEALER REPRESENTATION

     Broker-Dealer represents that it is a registered broker-dealer under the
     1934 Act, a member in good standing of the NASD, and is registered as a
     broker-dealer under state law to the extent necessary to perform the duties
     described in this Agreement.  Broker-Dealer represents that its Registered
     Representatives, who will be soliciting applications for the Registered
     Products, will be duly registered representatives associated with Broker-
     Dealer and that they will be representatives in good standing with
     accreditation as required by the NASD to sell the Registered Products.
     Broker-Dealer agrees to abide by all rules and regulations of the NASD,
     including its Rules of Fair Practice, and to comply with all applicable
     state and federal laws and the rules and regulations of authorized
     regulatory agencies affecting the sale of the Registered Products.

 IV. BROKER-DEALER OBLIGATIONS

   (a)     TRAINING AND SUPERVISION
           Broker-Dealer has full responsibility for the training and
           supervision of all Registered Representatives associated with
           Broker-Dealer and any other persons who are engaged directly or
           indirectly in the offer or sale of the Registered Products.  Broker-
           Dealer shall, during the term of this Agreement, establish and
           implement reasonable procedures for periodic inspection and
           supervision of sales practices of its Registered Representatives.

           If a Registered Representative ceases to be a Registered
           Representative of Broker-Dealer, is disqualified for continued
           registration or has their registration suspended by the NASD or
           otherwise fails to meet the rules and standards imposed by Broker-
           Dealer, Broker-Dealer shall immediately notify such Registered
           Representative that he or she is no longer authorized to solicit
           applications, on behalf of the Companies, for the sale of Registered
           Products.  Broker-Dealer shall immediately notify Distributor of
           such termination or suspension.

   (b)     SOLICITATION
           Broker-Dealer agrees to supervise its Registered Representatives so
           that they will only solicit applications in states where the
           Registered Products are approved for sale in accordance with
           applicable state and federal laws.  Broker-Dealer shall be notified
           by Companies or Distributor of the availability of the Registered
           Products in each state.

   (c)     NO CHURNING
           Broker-Dealer and any Registered Representatives shall not make any
           misrepresentation or incomplete comparison of products for the
           purpose of inducing a policyholder to lapse, forfeit or surrender
           its insurance in favor of purchasing a Registered Product.

   (d)     PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
           Broker-Dealer shall ensure that its Registered Representatives
           comply with the prospectus delivery requirements under the
           Securities Act of 1933.  In addition, Broker-Dealer shall ensure
           that its Registered Representatives shall not make recommendations
           to an applicant to purchase a Registered Product in the absence of
           reasonable grounds to believe that the


                                        2
<PAGE>


           purchase is suitable for such applicant, as outlined in the
           suitability requirements of the 1934 Act and the NASD Rules of Fair
           Practice.  Broker-Dealer shall  ensure that each application
           obtained by its Registered Representatives shall bear evidence of
           approval by one of its principals indicating that the application
           has been reviewed for suitability.


   (e)     PROMOTIONAL MATERIAL
           Broker-Dealer and its Registered Representatives are not authorized
           to provide any information or make any representation in connection
           with this Agreement or the solicitation of the Registered Products
           other than those contained in the prospectus or other promotional
           material produced or authorized by Companies or Distributor.

           Broker-Dealer agrees that if it develops any promotional material
           for sales, training, explanatory or other purposes in connection
           with the solicitation of applications for Registered Products,
           including generic advertising and/or training materials which may be
           used in connection with the sale of Registered Products, it will
           obtain the prior written consent of Distributor, and where
           appropriate, approval of Companies, such approval not to be
           unreasonably withheld.

   (f)     RECORD KEEPING
           Broker-Dealer is responsible for maintaining the records of its
           Registered Representatives.  Broker-Dealer shall maintain such other
           records as are required of it by applicable laws and regulations.
           The books, accounts and records maintained by Broker-Dealer that
           relate to the sale of the Registered Products, or dealings with the
           Companies, Distributor and/or Broker-Dealer shall be maintained so
           as to clearly and accurately disclose the nature and details of each
           transaction.

           Broker-Dealer acknowledges that all the records maintained by
           Broker-Dealer relating to the solicitation, service or sale of the
           Registered Products subject to this Agreement, including but not
           limited to applications, authorization cards, complaint files and
           suitability reviews, shall be available to Companies and Distributor
           upon request during normal business hours.  Companies and
           Distributor may retain copies of any such records which Companies
           and Distributor, in their discretion, deems necessary or desirable
           to keep.

   (g)     REFUND OF COMPENSATION
           Broker-Dealer agrees to repay Companies the total amount of any
           compensation which may have been paid to it within thirty (30)
           business days of notice of the request for such refund should
           Companies for any reason return any premium on a Registered Product
           which was solicited by a Registered Representative of Broker-Dealer.


   (h)     PREMIUM COLLECTION
           Broker-Dealer only has the authority to collect initial premiums
           unless specifically set forth in the applicable commission schedule.
           Unless previously authorized by Distributor, neither Broker-Dealer
           nor any of its Registered Representatives shall have any right to
           withhold or deduct any part of any premium it shall receive for
           purposes of payment of commission or otherwise.



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

   (a)     PROSPECTUS/PROMOTIONAL MATERIAL
           Companies and/or Distributor will provide Broker-Dealer with
           reasonable quantities of the currently effective prospectus for the
           Registered Products and appropriate sales promotional


                                        3
<PAGE>


           material which has been filed with the NASD, and applicable state
           insurance departments.

   (b)     COMPENSATION
           Distributor will pay Broker-Dealer as full compensation for all
           services rendered by Broker-Dealer under this Agreement, commissions
           and/or service fees in the amounts, in the manner and for the period
           of time as set forth in the Commission Schedules attached to this
           Agreement or subsequently made a part hereof, and which are in
           effect at the time such Registered Products are sold.  The manner of
           commission payments (I.E. fronted or trail) is not subject to change
           after the effective date of a contract for which the compensation is
           payable.

           Distributor or Companies may change the Commission Schedules
           attached to this Agreement at any time.  Such change shall become
           effective only when Distributor or Companies provide the Broker-
           Dealer with written notice of the change.  No such change shall
           affect any contracts issued upon applications received by Companies
           at Companies' Home Office prior to the effective date of such
           change.

           Distributor agrees to identify to Broker-Dealer for each such
           payment, the name of the Registered Representative of Broker-Dealer
           who solicited each contract covered by the payment.  Distributor
           will not compensate Broker-Dealer for any Registered Product which
           is tendered for redemption after acceptance of the application.  Any
           chargebacks will be assessed against the Broker-Dealer of record at
           the time of the redemption.

           Distributor will only compensate Broker-Dealer or Affiliates, as
           outlined below, for those applications accepted by Companies, and
           only after receipt by Companies at Companies' Home Office or at such
           other location as Companies may designate from time to time for its
           various lines of business, of the required premium and compliance by
           Broker-Dealer with any outstanding contract and prospectus delivery
           requirements.

           In the event that this Agreement terminates for fraudulent
           activities or due to a material breach by the Broker-Dealer,
           Distributor will only pay to Broker-Dealer or Affiliate commissions
           or other compensation earned prior to discovery of events requiring
           termination. No further commissions or other compensation shall
           thereafter be payable.

   (c)     COMPENSATION PAYABLE TO AFFILIATES
           If Broker-Dealer is unable to comply with state licensing
           requirements because of a legal impediment which prohibits a non-
           domiciliary corporation from becoming a licensed insurance agency or
           prohibits non-resident ownership of a licensed insurance agency,
           Distributor agrees to pay compensation to Broker-Dealer's
           contractually affiliated insurance agency, a wholly-owned life
           agency affiliate of Broker-Dealer, or a Registered Representative or
           principal of Broker-Dealer who is properly state licensed.  As
           appropriate, any reference in this Agreement to Broker-Dealer shall
           apply equally to such Affiliate. Distributor agrees to pay
           compensation to an Affiliate subject to Affiliates agreement to
           comply with the requirements of Exhibit B, attached hereto.


 VI.   TERMINATION

   (a)     This Agreement may be terminated by any party by giving thirty (30)
           days' notice in writing to the other party.

   (b)     Such notice of termination shall be mailed to the last known address
           of Broker-Dealer appearing on Companies' records, or in the event of
           termination by Broker-Dealer, to the Home Office of Companies at
           P.O. Box 2999, Hartford, Connecticut 06104-2999.


                                        4
<PAGE>


   (c)     Such notice shall be an effective notice of termination of this
           Agreement as of the time the notice is deposited in the United
           States mail or the time of actual receipt of such notice if
           delivered by means other than mail.

   (d)     This Agreement shall automatically terminate without notice upon the
           occurrence of any of the events set forth below:

       (1) Upon the bankruptcy or dissolution of Broker-Dealer.

       (2) When and if Broker-Dealer commits fraud or gross negligence in the
           performance of any duties imposed upon Broker-Dealer by this
           Agreement or wrongfully withholds or misappropriates, for Broker-
           Dealer's own use, funds of Companies, its policyholders or
           applicants.

       (3) When and if Broker-Dealer materially breaches this Agreement or
           materially violates state insurance or Federal securities laws and
           administrative regulations of a state in which Broker-Dealer
           transacts business.

       (4) When and if Broker-Dealer fails to obtain renewal of a necessary
           license in any jurisdiction, but only as to that jurisdiction.

   (e)     The parties agree that on termination of this Agreement, any
           outstanding indebtedness to Companies shall become immediately due
           and payable.

VII.   GENERAL PROVISIONS

   (a)     COMPLAINTS AND INVESTIGATIONS
           Broker-Dealer shall cooperate with Distributor and Companies in the
           investigation and settlement of all complaints or claims against
           Broker-Dealer and/or Distributor or Companies relating to the
           solicitation or sale of the Registered Products under this
           Agreement.  Broker-Dealer, Distributor and Companies each shall
           promptly forward to the other any complaint, notice of claim or
           other relevant information which may come into either one's
           possession.  Broker-Dealer, Distributor and Companies agree to
           cooperate fully in any investigation or proceeding in order to
           ascertain whether Broker-Dealer's, Distributor's or Companies'
           procedures with respect to solicitation or servicing is consistent
           with any applicable law or regulation.

           In the event any legal process or notice is served on Broker-Dealer
           in a suit or proceeding against Distributor or Companies, Broker-
           Dealer shall forward forthwith such process or notice to Companies
           at its Home Office in Hartford, Connecticut, by certified mail.


   (b)     WAIVER
           The failure of Distributor or Companies to enforce any provisions of
           this Agreement shall not constitute a waiver of any such provision.
           The past waiver of a provision by Distributor or Companies shall not
           constitute a course of conduct or a waiver in the future of that
           same provision.

   (c)     INDEMNIFICATION
           Broker-Dealer shall indemnify and hold Distributor and Companies
           harmless from any liability, loss or expense sustained by Companies
           or the Distributor (including reasonable attorney fees) on account
           of any acts or omissions by Broker-Dealer or persons employed or
           appointed by Broker-Dealer, except to the extent Companies' or
           Distributor's acts or omissions caused such


                                        5
<PAGE>


           liability Indemnification by Broker-Dealer is subject to the
           conditions that Distributor or Companies promptly notify Broker-
           Dealer of any claim or suit made against Distributor or Companies,
           and that Distributor or Companies allow Broker-Dealer to make such
           investigation, settlement, or defense thereof as Broker-Dealer deems
           prudent. Broker-Dealer expressly authorizes Companies to charge
           against all compensation due or to become due to Broker-Dealer under
           this Agreement any monies paid or liabilities incurred by Companies
           under this Indemnification provision.

           Distributor and Companies shall indemnify and hold Broker-Dealer
           harmless from any liability, loss or expense sustained by the
           Broker-Dealer (including reasonable attorney fees) on account of any
           acts or omissions by Distributor or Companies, except to the extent
           Broker-Dealer's acts or omissions caused such liability.

           Indemnification by Distributor or Companies is subject to the
           condition that Broker-Dealer promptly notify Distributor or
           Companies of any claim or suit made against Broker-Dealer, and that
           Broker-Dealer allow Distributor or Companies to make such
           investigation, settlement, or defense thereof as Distributor or
           Companies deems prudent.

   (d)     ASSIGNMENT
           No assignment of this Agreement, or commissions payable hereunder,
           shall be valid unless authorized in writing by Distributor.  Every
           assignment shall be subject to any indebtedness and obligation of
           Broker-Dealer that may be due or become due to Companies and any
           applicable state insurance regulations pertaining to such
           assignments.

   (e)     OFFSET
           Companies may at any time deduct, from any monies due under this
           Agreement, every indebtedness or obligation of Broker-Dealer to
           Companies or to any of its affiliates.

   (f)     CONFIDENTIALITY
           Companies, Distributor and Broker-Dealer agree that all facts or
           information received by any party related to a contract owner shall
           remain confidential, unless such facts or information is required to
           be disclosed by any regulatory authority or court of competent
           jurisdiction.

   (g)     PRIOR AGREEMENTS
           This Agreement terminates all previous agreements, if any, between
           Companies, Distributor and Broker-Dealer.  However, the execution of
           this Agreement shall not affect any obligations which have already
           accrued under any prior agreement.

   (h)     CHOICE OF LAW
           This Agreement shall be governed by and construed in accordance with
           the laws of the State of Connecticut.

By executing this Broker-Dealer Sales and Supervision Agreement Specifications
Page, Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributor, Companies and Broker-Dealer and Affiliates under this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the later of the execution date below or
approval of Distributor's registration by all appropriate state securities
commissions.


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations.  Distributor must ensure that any Broker-
Dealer with whom Distributor intends to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.

Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and appointed.  For registered products, Distributor must also comply
with NASD regulations that require Distributor to pay compensation to an NASD
registered Broker-Dealer.  Distributor must comply with both state and NASD
requirements.

Distributor requires confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly owned life agency, which is properly insurance licensed.  If Broker-
Dealer is properly state licensed then compensation may be paid to Broker-Dealer
in compliance with both state and NASD requirements.

If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly owned life agency, the SEC has issued a number
of letters indicating that, under specific limited circumstances, it will take
"no action" against insurers (Distributor) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly owned life agency.
At the request of Broker-Dealer, Distributor will provide copies of several of
these letters as well as a summary of their requirements.

If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributor in writing that all of the
circumstances of any one of the SEC no-action letters are applicable.  Broker-
Dealer's counsel must summarize each point upon which the no-action relief was
granted and represent that Broker-Dealer's method of operation is identical or
meets the same criteria.  Broker-Dealer's counsel must also confirm that, to the
best of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.

The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for registered products will be accepted or no new compensation
will be payable unless the appropriate proof of state licensing or no-action
relief is confirmed.  In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:

     --   life insurance licenses for all states in which Broker-Dealer holds
          these licenses and intends to operate and/or;

     --   life insurance licenses for any contractual affiliate or wholly owned
          life agency; and

     --   the SEC No-Action Letter that will be relied upon.


If you have any questions regarding these matters, please contact your Life
Licensing and Contracting representative.


                                        8



<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD PLAZA
HARTFORD, CONNECTICUT 06115
(A stock life insurance company 
herein called the Company)

Agrees with the Contract Owner to pay 
benefits as provided herein.

This contract is issued in consideration of the Application of 
the Contract Owner, a copy of which is attached to and
made a part of this contract and the payment of contributions
in accordance with the terms and conditions of this contract.

This contract is subject to the laws of the jurisdiction where
it is delivered.

The Contract Specifications on pages 2 and 3 and the
Conditions and Provisions on this and the following pages
are part of the contract.

Signed for the Company



John P. Ginetti, SECRETARY



R. Fred Richardson, PRESIDENT

GROUP ANNUITY CONTRACT
INDIVIDUALLY ALLOCATED

This contract makes provision for the accumulation of 
contract values in the General Account of the Company to
provide fixed annuity accumulations and benefits and in the
Separate Accounts of the Company (DC-I and II, respectively)
to provide variable annuity accumulations and benefits.
Actual annuity payout commencing on the Annuity Commencement
Date may be on a variable basis (Separate Account) and/or
on a fixed basis (General Account) as determined by the
Contract Owner.

INDIVIDUAL ALLOCATIONS
NONPARTICIPATING

ALL PAYMENTS AND VALUES PROVIDED BY THIS CONTRACT,
WHEN BASED ON INVESTMENT EXPERIENCE OF A SEPARATE
ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT. DETAILS OF THE VARIABLE
PROVISIONS ARE DESCRIBED UNDER VALUATION PROVISIONS.

<PAGE>

                             CONTRACT SPECIFICATIONS

CONTRACT OWNER                         John Doe and Sons Agency

EFFECTIVE DATE                         July 1, 1987

PLACE OF DELIVERY                      Hartford, CT


CONTRACT NUMBER                        567


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

                   GROUP ANNUITY CONTRACT - INDIVIDUALLY ALLOCATED

FORM NUMBERS
HVL- 14,000 - PAGES 1-17
HVL - 10,000-0 Annuity Tables

Guaranteed Interest Rates prior to and including the Annuity Commencement 
Date:

The interest rate applicable to the General Account values in the Active Life 
Fund for any date prior to and including the Annuity Commencement Date shall 
be at least equivalent to 4%.

The Company reserves the right to pay interest at rates in excess of this 
amount with respect to Participants' General Account values.

Underlying Investment for the accounts under this Contract:

         ACCOUNT:                                               BASED ON:

Fixed Account                               General Account of the Company
Fixed Income Fund Account                   HVA Fixed Income Fund, Inc.
Stock Fund Account                          HVA Stock Fund, Inc.
Money Market Fund Account                   HVA Money Market, Inc.
Advisers Fund Account                       HVA Advisers Fund, Inc.
U.S. Government Money Market Fund Account   Hartford U.S. Government
                                            Money Market Fund, Inc.
Aggressive Growth Fund Account              HVA Aggressive Growth Fund, Inc.
GNMA/Mortgage Securities Fund Account       Hartford GNMA/Mortgage
                                            Securities Fund, Inc.
Index Fund Account                          Hartford Index Fund, Inc.

Separate Account
The Separate Accounts of the Company are entitled HVA-DC-VA-I and HVA-DC-VA-II.

<PAGE>

                               CONTRACT SPECIFICATIONS

Contingent Deferred Sales Charges:

     Five percent (5%) of the surrendered amount from a Participant's Individual
     Account during the first eight (8) Participant's Contract Years and three
     percent (3%) of the surrendered account during the next seven (7) years. 
     After the fifteenth (15th) Participant's Contract Year, surrenders will no
     longer be subject to any deduction for Contingent Deferred Sales Charges.

     Death Benefits are never subject to any deduction for Contingent Deferred
     Sales Charges.

     No deductions for Contingent Deferred Sales Charges shall apply to a
     withdrawal from a Participant's Individual Account which qualifies as a
     "Hardship Withdrawal" under the Deferred Compensation Plan of the Contract
     Owner.

     Amounts applied to effect an annuity payout involving life contingencies or
     non-life contingencies for a period of three (3) years or more are not
     subject to any deduction for Contingent Deferred Sales Charges.

DEDUCTION FOR ANNUAL FEE

An Annual Policy Fee deduction shall be made against the value of a
Participant's Individual Account under this contract on the last day of a
Participant's Contract Year or during such year if the account is surrendered
before the end of such year.

The Annual Policy Fee has been set at $    .  The Company may increase the
Annual Policy Fee subject to an overall restriction that the Annual Policy Fee
will never exceed $50 per Participant's Individual Account under the contract.

DEDUCTION FOR MORTALITY, EXPENSE AND ADMINISTRATIVE UNDERTAKINGS

For assuming the mortality, expense and administrative undertakings under this
contract the Company makes a deduction from the average daily net assets of the
Separate Account as follows:

The deduction for such risks has initially been set at 1.25% per year of the
average daily net assets of DC-I and DC-II.  The rate or amount may be increased
by the Company, in its sole discretion, subject to a maximum charge of 2.00% per
year.

TRANSFER FEE

A fee of $5 will be charged on each exchange within this contract of values to
or among the available investment alternatives provided for in this contract,
which takes place within each Participant's Individual Account.

                                     ENDORSEMENTS

<PAGE>

                                  TABLE OF CONTENTS

                                                                    Page

Contract Specifications                                               2

Table of Contents                                                     4

Definitions of Certain Terms                                          5

Contribution Provisions                                               6

Contract Control Provisions                                           6

General Provisions                                                    7

Valuation Provisions                                                  10

Termination Provisions                                                12

Settlement Provisions                                                 13

Annuity Tables                                                        17

<PAGE>

                             DEFINITION OF CERTAIN TERMS

ACCUMULATION PERIOD - The period under this contract prior to the Annuity
Commencement Date.

ACCUMULATION UNIT - An accounting unit of measure used to calculate the Separate
Account values of a Participant's Individual Account during the Accumulation
Period.

ACTIVE LIFE FUND - A term used to describe the sum of the value of all
Participant's Individual Accounts under this contract during the Accumulation
Period.

ANNUAL POLICY FEE - The amount set forth on Page 3, if any, which is deducted
from the value of a Participant's Individual Account on the last business day of
a Participant's Contract Year or on the date of termination of the Individual
Account, if earlier.

ANNUITANT - The Participant on whose behalf annuity payments are to be made
under this contract.

ANNUITY COMMENCEMENT DATE - The date on which annuity payments are to begin as
described under Settlement Provisions in this contract.

ANNUITY PERIOD - The period in the contracts, following the Accumulation Period,
during which actual annuity payments are made.

ANNUITY UNIT - An accounting unit of measure in the Separate Account used to
calculate the amount of variable annuity payments.

CONTRACT YEAR - A period of 12 months commencing with the effective date of this
contract or with any contract anniversary.

DATE OF COVERAGE - The date on which the initial Contribution made on behalf of
a Participant is received by the Company.

DUE PROOF OF DEATH - A certified copy of the death certificate, an order of a
court of competent jurisdiction, a statement from a physician who attended the
deceased or any other proof acceptable to the Company.

GENERAL ACCOUNT - All assets of the Company other than those in the Separate
Account, or in any other separate investment account established by the Company.

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

PARTICIPANT - Any employee electing to participate in this contract.

PARTICIPANT'S CONTRACT YEAR - A period of twelve (12) months commencing with the
Date of Coverage under this contract and each successive twelve (12) month
period thereafter.

PARTICIPANT'S INDIVIDUAL ACCOUNT - An account to which the General Account
values and the Separate Account Accumulation Units held by the Contract Owner on
behalf of a Participant are allocated.

PREMIUM TAX - The tax or amount of tax, if any, charged by a state or
municipality on premiums, purchase payments or contract value.

<PAGE>

DEFINITION OF
CERTAIN TERMS
(Continued)
               SEPARATE ACCOUNT - The Separate Accounts of the Company,
               identified on page 2, under which income, gains and losses,
               whether or not realized, from assets allocated to such account
               are, in accordance with the contracts issued with respect
               thereto, credited to or charged against such Separate Account
               without regard to the other income, gains, or losses of the
               Company.

               UNDERLYING SECURITY - The Funds designated on Page 2.  


CONTRIBUTION   CONTRIBUTIONS
PROVISIONS
               During each Contract Year, The Contract Owner will remit to the
               Company all contributions to be made on behalf of the
               Participants.  Such contributions will be applied by the Company
               to the General Account and/or the Separate Account for
               Accumulation or Annuity Units in the Separate Account on behalf
               of a Participant in accordance with the Valuation Provisions and
               the instructions of the Contract Owner.  The minimum contribution
               which may be made at any time on behalf of any Participant is
               $30, except where the plan of an Employer requires a lesser
               amount which in any event may not be less than $10.

               The total amount of contributions for a Participant in any one
               year may be increased to three times the total contributions made
               on behalf of that Participant during the 12 months subsequent to
               his Date of Coverage.  Increases in contributions in excess of
               those described in the previous sentence will be accepted only
               with the consent of and subject to then specified terms set by
               the Company.

               ALLOCATION OF CONTRIBUTION DURING THE ACCUMULATION PERIOD

               The Contract Owner must specify that portion of a contribution on
               behalf of a Participant to be allocated to the General Account
               and/or to each account of the Separate Account from 0% to 100% in
               multiples of 10%, provided the minimum account allocated to any
               account must be at least $10.  Such allocation may be changed by
               written notice submitted to the Company with each contribution by
               the Contract Owner.  With respect to a Participant's Individual
               Account, the Contract Owner may, subject to contractual
               provisions, transfer monies between accounts during the
               Accumulation Period.


CONTRACT       OWNER
CONTROL        
PROVISIONS     The Contract Owner has the sole and exclusive power to exercise
               all the rights, options and privileges granted by this contract
               or permitted by the Company and to agree with the Company to any
               change in or amendment to the contract.

               BENEFICIARY

               The Contract Owner will be the beneficiary to whom any death
               benefit from a Participant's Individual Account will be payable.

               ASSIGNMENT

               This contract may be assigned.  No assignment will be effective
               against the Company until a copy of the assignment has been
               received at the Offices of the Company in Hartford, Connecticut,
               prior to settlement of the Company's liability under the
               contract.  The Company 

<PAGE>

               assumes no responsibility for the validity of any assignment.

GENERAL 
PROVISIONS     THE CONTRACT

               This contract and the application for the contract which is
               attached hereto when issued to the Contract Owner, constitute the
               entire contract.  All statements in the application shall, in the
               absence of fraud, be deemed representations and not warranties. 
               No statement shall avoid this contract or be used in defense of a
               claim under it unless contained in the written application for
               this contract.

               Contract Years, months and anniversaries shall be computed  from
               the effective date of this contract.

               MODIFICATION OF THE CONTRACT

               This contract may be modified at any time by written agreement
               between the Contract Owner and the Company.  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 this contract to, or give the Contract Owner the benefit
               of, any federal or state statutes or any rules or regulations of
               the United States Treasury Department.

               On and after the fifth contract anniversary, the Company may
               change from time to time any or all of the terms of this contract
               by giving 90 days' advance written notice of such change to the
               Contract Owner except that the annuity tables, guaranteed
               interest rates and Contingent Deferred Sales Charge which are
               applicable on the Date of Coverage of a Participant's Individual
               Account under this contract will continue to be applicable to all
               contributions made to such Account which in any year do not
               exceed three time the total contributions made to such Account
               during the initial Participant's Contract Year.  In addition, the
               limitations on the deductions for the mortality, expense risks,
               administrative undertakings and the Annual Policy Fee will
               continue to apply in all Contract Years.

               No modification of this contract shall be made except over the
               signature of the President, a Vice President, a Secretary, or an
               Assistant Secretary.

               SUSPENSION OF THE CONTRACT

               This contract may be suspended by the Contract Owner by written
               notice to the Company at its Office in Hartford, Connecticut at
               least 90 days prior to the effective date of such suspension. 
               The contract will be suspended automatically on a contract
               anniversary if the Contract Owner fails to assent to any
               modifications, as described under Modification of the Contract,
               above, which would have been effective on or before that contract
               anniversary.  On suspension, contributions will be accepted by
               the Company on behalf of Participants covered under the contract
               prior to the date of suspension, but no contributions will be
               accepted on behalf of new Participants.  Suspension of the
               contract will not affect payments to be made by the Company under
               an Annuity which commenced prior to the date of suspension.

               CHANGE TO A PAID-UP CONTRACT

               The contract will be deemed paid-up within 30 days after the end
               of the Contract Year if the Contract Owner has not remitted a
               contribution to the Company during the preceding

<PAGE>

GENERAL
PROVISIONS
(Continued)

               twelve-month period.  Effective with a change to paid-up status,
               no further contributions will be accepted by the Company and each
               Participant will be considered an inactive Participant until the
               commencement of annuity payments on his behalf or until the value
               of a Participant's Individual Account is disbursed or applied in
               accordance with the Termination Provisions.

               NON-PARTICIPATING

               This contract does not share in the surplus earnings of the
               Company.

               MISSTATEMENT OF AGE

               If the age of an Annuitant has been misstated, the amount of the
               Annuity payable by the Company shall be that provided by the
               values under this contract allocated to effect such annuity on
               the basis of the corrected information, without changing the date
               of the first payment of such annuity.

               Any under payments by the Company shall be made up immediately
               and any overpayments shall be charged against future amount
               becoming payable.

               REPORTS TO THE CONTRACT OWNER

               The Company will at the end of each calendar year, transmit to
               each Contract Owner a written statement of account showing the
               total value of General Account and Separate Account interests
               held in each Participant's Individual Accounts under this
               contract.

<PAGE>

GENERAL 
PROVISIONS     VOTING RIGHTS
(CONTINUED)
               The Company shall cause the Contract Owner to be advised of any
               Fund shareholders' meetings of any Fund the shares of which may
               be held under this contract at which the shares held for the
               Contract Owner may be voted and shall also, at any Contract
               Owner's request, cause proxy materials and a form of instruction
               by means of which the Contract Owner can instruct the Company
               with respect to the voting of the Fund shares held for the
               Contract Owner's Account to be sent to the Contract Owner.  In
               connection with the voting of Fund shares held by it, the Company
               shall arrange for the handling and talying of proxies received 
               from the Contract Owner.  The Company, as such, shall have no
               right, except as herein provided, to vote any Fund shares held by
               it hereunder which may be registered in its name or the names of
               its nominees.

               The Company will, however, vote the Fund shares held by it in
               accordance with the instructions received from the Contract
               Owner.  If the Contract Owner desires to attend any meeting at
               which the Fund shares held for the Contract Owner's benefit may
               be voted, the Contract Owner may request that the Company 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, the
               Company will vote such shares of each Fund in the same proportion
               as shares of that Fund for which instructions have been received.

<PAGE>

GENERAL 
PROVISIONS
(Continued)    PROOF OF SURVIVAL

               The payment of any annuity benefit will be subject to evidence
               that the Annuitant is alive on the date such payment is otherwise
               due.

               INFORMATION FROM THE CONTRACT OWNER

               The Contract Owner will furnish any information which the Company
               may reasonably require in order to administer this contract.  If
               the Contract Owner cannot furnish any required item of
               information, the Company may request the person concerned to
               furnish the information.  The Company will not be liable for the
               fulfillment of any obligations dependent upon that information
               until it receives such information.

               INDIVIDUAL CERTIFICATES

               The Company will issue to the Contract Owner for each Participant
               an individual certificate which evidences that contributions are
               to be made on behalf of that Participant under this contract.

               EXPERIENCE RATING   
          
               The Company may apply an experience credit, under this contract
               at the end of any Contract Year by:

                    (a) a reduction in the amount of any applicable Contingent
                    Deferred Sales Charges; or

                    (b) reduction in amount of the Annual Policy Fees; or

                    (c) any combination of the above.

VALUATION      
PROVISIONS     NET CONTRIBUTIONS   

               The net contribution to a Participant's Individual Account is
               equal to the total contributions made on behalf of that
               Participant less any applicable premium taxes.

               The net contribution for the General Account or Separate Account
               (determined in occordance with the Account allocation percentages
               elected) is applied to provide General Account values or Separate
               Account Accumulation Units.  The number of Accumulation Units
               credited to each variable account is determined by dividing the
               net contribution for that account by the dollar value of one
               Accumulation Unit next computed after the receipt of the
               contribution by the Company.

               The Company may at its option determine the value of the General
               Account portion of the Contract by accumulating the net
               contributions on the basis of actual cash value or through the
               use of General Account Accumulation Units.  In applying the
               actual cash value approach, the Company will credit such net
               contributions with the applicable rates of interest set forth on
               Page 3, which shall be compounded annually.

               Distributed earnings with respect to the underlying securities
               will be credited to Contract Owners by increasing the value of
               units of interest held under this contract.  Contract

<PAGE>

VALUATION 
PROVISIONS
(Continued)    Owners owning DC-1 interest only may, however, elect to receive
               such distributed earnings in cash.  If such an election is made,
               a sufficient number of Accumulation Units under this contract
               will be surrendered to provide for the cash payment of any such
               distributed earnings to the Contract Owner.

               The number of Accumulation Units so determined will not be
               affected by any subsequent change in the value of Accumulation
               Units.  The Accumulation Unit value in the Separate Account may
               decrease or increase from day to day as specified below.

               NET INVESTMENT RATE AND NET INVESTMENT FACTOR
            
               The General Account net investment rate applicable to a
               Participant's individual Account for any day is guaranteed to be
               at least equivalent to the rate as shown on Page 2.

               The net investment rate for the Separate Account for any day is
               equal to the gross investment rate for each Account in the
               Separate Account expressed in decimal form to six places, less
               applicable deductions by the Company each year for the expense,
               mortality, and administrative undertakings as set forth on Page
               3.  The gross investment rate for an account is (a) its
               investment income for the day plus its capital gains and minus
               its capital losses, whether realized or unrealized, and less a
               deduction for any applicable taxes arising from the income and
               the realized and unrealized capital gains attributable to that
               Account, divided by (b) the value of that Account on the previous
               day.

               The net investment factor for each Account is the sum of 1.00000
               plus the net investment rate for that account.


               SEGREGATION OF SEPARATE ACCOUNT ASSETS

               That portion of the assets of the Separate Account equal to the
               reserves and other control liabilities of the Separate Account
               shall not be chargeable with liabilities arising out of any other
               business the Company may conduct.

               ACCUMULATION UNIT VALUE

               The value of an Accumulation Unit for each Account of the
               Separate Account was fixed at $1 each on the date the Account was
               initially established.  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 for that Account for the current day.

               ANNUITY UNIT VALUES DURING THE ANNUITY PERIOD

               The value of an Annuity Unit for each Account in the Separate
               Account was fixed at $1 each on the date the Account was
               initially established and for any day thereafter is determined by
               multiplying the value of the Annuity Unit for that Account on the
               preceding day by the product of  (a) 0.999892 and (b) the net
               investment factor for that Account of the Separate Account for
               the day for which the annuity value is being calculated.

               ANNUAL POLICY FEE

               During each year that this contract is in force prior to the
               Annuity Commencement Date, an Annual Policy Fee, as set forth on
               Page 3, will be deducted from each Participant's Individual
               Account on the last day of the Participant's Contract Year or on
               the date of 

<PAGE>

               surrender of a Participant's Individual Account under this
               contract, if earlier.  The Fee will be charged against the value
               of a Participant's Individual Account at the end of each
               Participant's Contract Year by reducing the value or number of
               Accumulation Units held on that date on a pro-rata basis with
               respect to each active Account under a Participant's Individual
               Account. 
     
TERMINATION    TERMINATION OF A PARTICIPANT'S INDIVIDUAL ACCOUNT
PROVISIONS     
               On termination of Contributions on behalf of a Participant prior
               to the specified Annuity Commencement Date, the Participant will
               notify the Company as to the manner in which the then value of
               the Participant's Individual Account is to be disbursed or
               applied in accordance with the terms of this contract.

               The termination value of a Participant's Individual Account for
               any day prior to the Annuity Commencement Date is equal to the
               value of the Participant's Individual Account on that day, less:

                    (a) any applicable premium taxes not previously deducted;
                        and
                    (b) the Annual Policy Fee as described on Page 3, and
                    (c) any applicable Contingent Deferred Sales Charges as set
                        forth on page 3.

               The termination value of the portion of the Participant's
               Individual Account in the Separate Account may decrease or
               increase from day to day.

               PARTIAL SURRENDER OF GENERAL ACCOUNT VALUES

               The Company has the absolute right to deny any request for a
               partial surrender of General Account values in the Active Life
               Fund under this contract when the cumulative requests for partial
               surrenders in any Contract Year would exceed one sixth (1/6th) of
               the General Account values held in such Active Life Fund on the
               preceding Contract Anniversary.

               FULL SURRENDER OF GENERAL ACCOUNT VALUES

               The Company has the absolute right to pay any requested full
               surrender of General Account values in six equal installments,
               plus any interest due, annually over a period of five (5) years. 
               Upon acceptance by the Company of a request for a full surrender
               of General Account values such General Account values in the
               Active Life Fund will be credited with interest at the rate of
               four percent (4%) per annum from the date of acceptance of such
               request.  The Company shall pay the first installment (1/6th of
               the value) upon acceptance of the request for a full surrender
               with the remaining installments, plus interest, on each
               successive anniversary of such request until the sixth and final
               payment has been made.

               TRANSFER OR RE-ALLOCATION OF CONTRACT VALUES WITHIN THE CONTRACT

               Variable contract values may be re-allocated between accounts
               within the Separate Account and transferred to the General
               Account at any time.  A Transfer Fee, as described on Page 3,
               shall be charged against each such transfer which takes place
               within each Participant's Individual Account.

               General Account values may be transferred to an account in the
               Separate Account subject


<PAGE>

TERMINATION
PROVISIONS
(Continued)    to the absolute right of the Company to limit any such transfer,
               on a non-cumulative basis, in any Participants' Contract Year to
               one sixth (1/6th) of the General Account Value of a Participant's
               Individual Account in any Participant's Contract Year. Any such
               transfer shall be subject to the Transfer Fee described on 
               Page 3.

               TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

               An annuity effected under this contract may not be surrendered
               for its termination value after the commencement of annuity
               payments.

               PAYMENT OF TERMINATION VALUE

               When all or any part of the Separate Account termination value of
               a Participant's Individual Account is taken by the Participant in
               the form of a cash settlement, payment will be made within seven
               (7) days following the day the request is received, except as the
               Company may be permitted to defer payment under the Investment
               Company Act of 1940.

               ACTIVE LIFE FUND

               An Active Life Fund will be maintained by the Company with
               respect to this contract.  At all times it will consist of the
               sum of the values of all Participant's Individual Accounts.     


SETTLEMENT     
PROVISIONS     ADDITIONAL CONTRIBUTIONS TO ANNUITANT'S ACCOUNTS

               The Contract Owner may make additional contributions at the
               beginning of the Annuity Period for the purpose of effecting
               increased annuity payments.  All such additional contributions
               shall be subject to the following deduction for sale expenses as
               well as any applicable premium taxes.

               Additional Contribution to an Annuitant's Account   Total
               Deduction

                  Up to and including $50,000                       3.50%
                  More than $50,000 and up to and including $100,000  2.00%
                  More than $100,000                                1.00%

               A deduction will be made as an asset charge against the average
               daily net assets of DC-11 for provision of the mortality, expense
               and administrative undertakings of the Company in the same manner
               and amount as provided for in DC-1 (see Deductions for "Mortality
               Expense and Administrative Undertakings", page 3).

               ANNUITY RIGHTS

               "Annuity Rights" shall be provided under the contract entitling
               the Contract Owner to have annuity payments made at the rates set
               forth in this contract.  Such rates will be made applicable to
               all amounts held in a Participant's Individual Account during the
               Accumulation Period, including any repayments  of partial
               withdrawals which do not exceed five times the gross
               contributions made during the Accumulation Period with

<PAGE>

SETTLEMENT
PROVISIONS
(Continued)    respect to such Participant's Individual Account.  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
               any additional contributions, as described above, to the values
               held in a Participant's Individual Account in order to exercise
               all of the Annuity Rights provided herein.  Any amounts in excess
               thereof may be applied at annuity rates then being offered by the
               Company.

               ELECTION OF ANNUITY OPTION

               The Annuity Commencement Date may be the first day of any month
               before or including the month of a Participant's 75th birthday,
               or such earlier date as applicable laws shall prescribe, but in
               the absence of a written election to the contrary, the Annuity
               Commencement Date shall be the first day of the month coincident
               with or next following the Participant's 65th birthday. 
               Provision is made for both variable and fixed dollar annuity
               payments. 

               The Contract Owner may elect to have the value of the
               Participant's Individual Account applied on the Annuity
               Commencement Date under either one of the annuity options
               described below, but in the absence of such election the value of
               the Participant's Individual Account will be applied on the
               Annuity Commencement Date under the Second Option to provide a
               life annuity with 120 monthly payments certain.  The Separate
               Account value of the Participant's Individual Account is
               determined on the basis of the Accumulation Unit value of the
               fifth business day preceding the date annuity payments commence.

               Election of any of these options, including any optional Annuity
               Commencement Date, must be made by notice in writing to the
               Office of the Company in Hartford, Connecticut at least 30 days
               prior to the date such election is to become effective.

               DATE OF PAYMENT- The first payment under any option shall be made
               immediately upon arrival of claim for settlement or on any other
               specified date, the subsequent payments shall be made
               periodically in accordance with the manner of payment elected on
               the first business day of the month in which a payment is due.

               The Contract Owner, after the death of a Participant, may elect
               in lieu of payment in one sum, that any amount or part thereof
               due by the Company under this contract to the Contract Owner be
               applied under any of the options described below.  Such election
               must be made within one year after the death of the Participant
               by written notice to the Office of the Company in Hartford,
               Connecticut.

               ALLOCATION OF ANNUITY

               At the time election of one of the annuity options is made, the
               Contract Owner, may further elect to have the value of the
               Participant's Individual Account applied to provide a variable
               annuity, a fixed dollar annuity or a combination of  both.

               VARIABLE ANNUITY - A variable annuity is an annuity with payments
               decreasing or increasing in amount in accordance with the net
               investment result of the Account or Accounts in the Separate
               Account as described in "Valuation Provisions," commencing on
               Page 9.  After the first monthly payment for variable annuity has
               been determined in

<PAGE>

SETTLEMENT
PROVISIONS
(Continued)
               accordance with the provisions of this contract, a number of
               Annuity Units is determined by dividing that first monthly
               payment by the Appropriate Annuity Unit value o the effective
               date of the annuity payments.  Once variable annuity payments
               have begun, the number of Annuity Units remains fixed.  The
               method of calculating the Annuity Unit value is described under
               "Valuation Provisions."

               The dollar amount of the second and subsequent variable 
               annuity payments is not predetermined and may decrease of 
               increase from month to month.  The actual amount of each 
               variable annuity payment after the first is determeined by 
               multiplying the number of Annuity Units by  the appropriate 
               Annuity Unit value for each account as described in the 
               Valuation Provisions, for the fifth business day preceding 
               the date the annuity payment is due.

               MORTALITY, EXPENSE AND ADMINISTRATIVE UNDERTAKING

               The Company guarantees that the dollar amount of variable annuity
               payments will not be adversely affected by variations in the
               actual expenses incurred in providing and administering this
               contract, or in the actual mortality experience of payees from
               the mortality assumption, including any age adjustments, used in
               determining the first monthly payment.
   
               FIXED DOLLAR ANNUITY - A fixed dollar annuity is an annuity with
               payments which remain fixed as to dollar amount throughout the
               payment period.  Although fixed dollar annuity payments may never
               be less than the first monthly payment, each payment after the
               first may be increased as a result of excess interest credits
               declared by the Directors of the Company.

               DEATH OF A PARTICIPANT OR BENEFICIARY

               In the event a Participant dies before his Annuity Commencement
               Date, the Contract Owner will receive the value of the
               Participant's Individual Account on the date of receipt of due
               proof of death at the Office of the Company in Hartford,
               Connecticut, except that if upon death prior to the Annuity
               Commencement Date the Participant had not attained his 65th
               birthday, the Contract Owner will receive the greater of the then
               value of the Participant's Individual Account or 100% of all
               contributions made on behalf of a Participant reduced by the
               dollar amount of any partial terminations not repaid.  The death
               benefit may be taken in one sum or under any of the settlement
               options available in the Company's individual variable annuities
               then being issued and will be paid to the Contract Owner or the
               beneficiary designated by the Contract Owner.

               When payment is taken in one sum, a variable payment will be made
               within 7 days after the date due proof of death is received,
               except as the company may be permitted to defer such payment
               under the Investment Company Act of 1940.

               In the event of the death of the Annuitant while receiving
               annuity payments, the present values at the current dollar amount
               on the date of death of any  remaining guaranteed number of
               payments, will be paid in one sum to the beneficiary designated
               by the Contract Owner unless other provisions shall have been
               made and approved by the Company.  In the case of the Separate
               Account, calculations for such present value of the guaranteed
               number of payments remaining will be based on assumed net
               investment rate of 4% per annum.  In the case of the General
               Account the net investment rate assumed

<PAGE>

SETTLEMENT
PROVISIONS
(Continued)

               will be the rate that is used by the Company to determine the 
               amount of each certain payment.  The Annuity Unit value on the 
               date of receipt of due proof of death shall be used for the 
               purpose of determining such present value.
          
               ANNUITY OPTIONS

               FIRST OPTION - Life Annuity - An annuity payable monthly during
               the lifetime of payee, ceasing with the last payment due prior to
               the death of the payee.

               SECOND OPTION - Life Annuity with 120, 180 or 240 Monthly
               Payments Certain - An annuity providing monthly income to the
               payee for a fixed period of 120 months, 180 months, or 240 months
               (as selected), and for as long thereafter as the payee shall
               live.

               THIRD OPTION - Unit Refund Life Annuity - An annuity payable
               monthly during the lifetime of the payee, ceasing with the last
               payment due prior to the death of the payee, provided that, at
               the death of the payee, the beneficiary will receive an
               additional payment of the then dollar value of the number of
               Annuity Units equal to the excess, if any, of (1) over (b) where
               (a) is the total amount applied under the option divided by the
               Annuity Unit value at the effective date of annuity payments and
               (b) is the number of Annuity Units represented by each payment
               multiplied by the number of payments made.

               FOURTH OPTION - Joint and Last Survivor Life Annuity - An annuity
               payable monthly during the joint lifetime of the payee and a
               secondary payee, and thereafter during the remaining lifetime of
               the survivor, ceasing with the last payment prior to the death of
               the survivor.

               FIFTH OPTION - Payments for a Designated Period - An amount
               payable monthly for the number of years selected which may be
               from 3 to 30 years.

ANNUITY TABLE  The attached Tables show the dollar amount of the first monthly
               payments for each $1,000 applied under the first five options. 
               Under the First, Second, or Third Options, the amount of each
               payment will depend upon the age of the payee at the time the
               first payment is due.  Under the Fourth Option, the Amount of
               each payment will depend upon the ages of both payees at the time
               the first payment is due.

               The Tables for the First, Second, Third and Fourth Options are
               based on the 1983 Table a for Individual Annuity Mortality set
               back one year and a net investment rate of 4% per annum.  The
               Table for the Fifth Option is based on a net investment rate of
               4% per annum.     

<PAGE>

                           AMOUNT OF FIRST MONTHLY PAYMENT
                               FOR EACH $1,000 APPLIED

Second and subsequent monthly annuity payments, when based on the investment
experience of a Separate Account, are variable and are not guaranteed as to
fixed dollar amount.

FIRST, SECOND AND THIRD OPTIONS - SINGLE LIFE ANNUITIES WITH: 

<TABLE>
<CAPTION>

                             Unisex Payee              
Payee's                  Montly Payments Guaranteed                   Refund
Age            NONE           120            180            240
- ---            ----           ---            ---            ---            

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

35             $3.94          $3.94          $3.93          $3.92      $3.91
40              4.11           4.10           4.09           4.07       4.07     
45              4.33           4.31           4.29           4.25       4.25 
50              4.61           4.58           4.54           4.48       4.50
51              4.68           4.64           4.59           4.53       4.54
52              4.75           4.70           4.65           4.58       4.60
53              4.82           4.77           4.71           4.63       4.66
54              4.89           4.84           4.78           4.69       4.73
55              4.98           4.92           4.85           4.74       4.79
56              5.06           5.00           4.92           4.80       4.86
57              5.15           5.08           4.99           4.86       4.94
58              5.25           5.17           5.07           4.92       5.02
59              5.35           5.26           5.14           4.98       5.09
60              5.46           5.36           5.23           5.05       5.20
61              5.58           5.46           5.31           5.11       5.27
62              5.70           5.57           5.40           5.18       5.38
63              5.84           5.68           5.49           5.24       5.48
64              5.98           5.80           5.59           5.30       5.60
65              6.13           5.93           5.69           5.37       5.73
66              6.30           6.06           5.78           5.43       5.86
67              6.48           6.20           5.88           5.49       5.97
68              6.66           6.35           5.99           5.55       6.13
69              6.87           6.50           6.09           5.60       6.29
70              7.08           6.66           6.19           5.65       6.47
71              7.32           6.82           6.29           5.70       6.63
72              7.57           6.99           6.39           5.75       6.85
73              7.84           7.16           6.49           5.79       7.02
74              8.13           7.34           6.58           5.82       7.27
75              8.44           7.52           6.67           5.85       7.49
76              8.78           7.70           6.75           5.88       7.62
77              9.14           7.89           6.83           5.91       7.98
78              9.53           8.07           6.91           5.93       8.32
79              9.95           8.25           6.97           5.94       8.83
80             10.41           8.43           7.03           5.96       8.96
</TABLE>
<PAGE>

FOURTH OPTION - JOINT AND LAST SURVIVOR ANNUITY


<TABLE>
<CAPTION>

First                                          AGE OF SECOND PAYEE
Payee's
Age       40        45        50        55        60        65        70        75        80
- ---       --        --        --        --        --        --        --        --        --
<S>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>

40        $3.73
45         3.78     3.86
50         3.83     3.93      $4.04
55         3.87     4.00       4.13     $4.27
60         3.91     4.06       4.22      4.39     $4.57
65         3.94     4.10       4.29      4.51      4.74     $4.99
70         3.96     4.14       4.35      4.60      4.90      5.23     $5.57
75         3.98     4.16       4.39      4.67      5.02      5.44      5.90     $6.40
80         3.99     4.19       4.43      4.73      5.12      5.60      6.20      6.87     $7.58

</TABLE>

<PAGE>

FIFTH OPTION - PAYMENTS FOR A DESIGNATED PERIOD
<TABLE>
<CAPTION>

        Amount             Amount             Amount             Amount             Amount             Amount 
No       of        No        of       No       of        No       of        No       of        No       of
of     Monthly     of     Monthly     of     Monthly     of     Monthly     of     Monthly     of     Monthly
Years  Payments   Years   Payments   Years   Payments   Years   Payments   Years   Payments   Years   Payments
- -----  --------   -----   --------   -----   --------   -----   --------   -----   --------   -----   --------
<S>    <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>        <C>     <C>

                  6       $15.56     11      $9.31      16      $7.00      21      $5.81      26      $5.10
                  7        13.59     12       8.69      17       6.71      22       5.64      27       5.00
3      $29.40     8        12.12     13       8.17      18       6.44      23       5.49      28       4.90
4       22.47     9        10.97     14       7.72      19       6.21      24       5.35      29       4.80
5       18.32     10       10.06     15       7.34      20       6.00      25       5.22      30       4.72

</TABLE>

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
HARTFORD PLAZA
HARTFORD, CONNECTICUT 06115
(A stock life insurance company 
herein called the Company)

GROUP ANNUITY CONTRACT
INDIVIDUALLY ALLOCATED


This contract makes provision for the accumulation of contract
values in the General Account of the Company to
provide fixed annuity accumulations and benefits and in the
Separate Accounts of the Company (DC-I and II, respectively)
to provide variable annuity accumulations and benefits.
Actual annuity payout commencing on the Annuity 
Commencement Date may be on a variable basis (Separate
Account) and/or on a fixed basis (General Account) as
determined by the Contract Owner.


INDIVIDUAL ALLOCATIONS
NONPARTICIPATING

ALL PAYMENTS AND VALUES PROVIDED BY THIS 
CONTRACT, WHEN BASED ON INVESTMENT
EXPERIENCE OF A SEPARATE ACCOUNT, ARE
VARIABLE AND ARE NOT GUARANTEED AS TO
FIXED DOLLAR AMOUNT.


<PAGE>

Master Application for
Individually Allocated Group
Variable Annuity Contract

Hartford Variable Annuity Life Insurance Company
Hartford Plaza
Hartford, Connecticut 06115


Application is hereby made for an Individually Allocated Group Variable Annuity
Contract:

1.  Application-Contract Owner:

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


- -------------------------------------------------
Street of P.O. Box

- -------------------------------------------------
City                    State            Zip Code


2.  Nature of Applicant's Business:
                                   -------------------------


3.  Requested Effective Date of Master Contract
                                               --------------

4.  Special Requests: 
                      ----------------------------------------

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


IT IS UNDERSTOOD THAT ALL PAYMENTS AND VALUES PROVIDED BY THE CONTRACT ARE THE
EXCLUSIVE PROPERTY OF THE APPLICANT-CONTRACT OWNER AND WHEN BASED ON THE
INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND NOT GUARANTEED AS
TO FIXED DOLLAR AMOUNT.


Date at __________________________________ this _____ day of _______________, 19

For
    ------------------------------------
              (Contract Owner)

By 
    ------------------------------------
         Registered Representative


           (Licensed Agent)                                 Trustee
                                                  -------------------------
                                                            (Title)


<PAGE>

                                       78

                                                            Exhibit 6(a)


CERTIFICATE PENDING OR RESTATING CERTIFICATE OF INCORPORATION BY ACTION OF  

         / / INCORPORATORS  
             (Stock Corporation)

         / / BOARD OF     /X/ BOARD OF DIRECTORS   / / BOARD OF DIRECTORS
             DIRECTORS        AND SHAREHOLDERS         AND MEMBERS
             (Nonstock Corporation)                                      

                                             For office use only 
                                             _________________________
                  STATE OF CONNECTICUT       ACCOUNT NO.
                 SECRETARY OF THE STATE
                 _________________________
                                             INITIALS
                                             _________________________

- --------------------------------------------------------------------------------
1. NAME OF CORPORATION                                        DATE

   Hartford Life Insurance Company                         February 10, 1982
- --------------------------------------------------------------------------------
2. The Certificate of incorporation is / / B. AMENDED
                                       / / A. AMENDED ONLY 
                                       /X/ AND RESTATED 
                                       / / C. RESTATED ONLY by the 
                                              following resolution

   See attached Restated Certificate of Incorporation.
- --------------------------------------------------------------------------------
3. (Omit if 2.A is checked.)
   (a) The above resolution merely restates and does not change the provisions
       of the original Certificate of Incorporation as supplemented and amended
       to date, except as follows:
       (Indicate amendments made, if any, if none, so indicate)

       1. Section 1 is amended to read as Restated.
       2. Section 4 is deleted.
       3. Section 5 is deleted.

   (b) Other than as indicated in Par. 3(a), there is no discrepancy between the
       provisions of the original Certificate of Incorporation as supplemented
       to date, and the provisions of this Certificate Restating the Certificate
       of Incorporation.

- --------------------------------------------------------------------------------
BY ACTION OF INCORPORATORS
 / / 4. The above resolution was adopted by vote of at least two-thirds of the
        incorporators before the organization meeting of the corporation, and 
        approved in writing by all subscribers (if any) for shares of the 
        corporation, (or if nonstock corporation, by all applicants for 
        membership entitled to vote, if any.)

  We (at least two-thirds of the incorporators) hereby declare, under the
  penalties of false statement that the statements made in the foregoing  
  certificate are true.
- --------------------------------------------------------------------------------
 SIGNED                           SIGNED                         SIGNED

- --------------------------------------------------------------------------------
                                  APPROVED

  (All subscribers, or, if nonstock corporation, all applicants for membership
  entitled to vote, if none, so indicate)

- --------------------------------------------------------------------------------
 SIGNED                           SIGNED                         SIGNED

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

<PAGE>

                                        79

                                    (Continued)

- --------------------------------------------------------------------------------
     4. (Omit if 2C is checked.) The above resolution was adopted by the 
        board of directors acting alone,

 / / there being no shareholders or subscribers.
 / / the board of directors being so authorized pursuant to Section 33-341, 
     Conn. G.S. as amended
 / / the corporation being a nonstock corporation and having no members and no 
     applicants for membership entitled to vote on such resolution.
- --------------------------------------------------------------------------------
 5. The number of affirmative votes           6. The number of directors' votes
    required to adopt such resolution is:        in favor of the resolution was:

- --------------------------------------------------------------------------------
  We hereby declare, under the penalties of false statement that the statements
  made in the foregoing certificate are true.

- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)             

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)   SIGNED (Secretary or Assistant Secretary)

- --------------------------------------------------------------------------------
 /X/ 4. The above resolution was adopted by the board of directors and by
        shareholders.

- --------------------------------------------------------------------------------
5. Vote of shareholders:

   (a) (Use if no shares are required to be voted as a class.)
- --------------------------------------------------------------------------------

NUMBER OF SHARES ENTITLED TO VOTE    400 

TOTAL VOTING POWER                   400

VOTE REQUIRED FOR ADOPTION           267

VOTE FAVORING ADOPTION               400
- --------------------------------------------------------------------------------
  (b) (If the shares of any class are entitled to vote as a class, indicate the
       designation and number of outstanding shares of each such class, the 
       voting power thereof, and the vote of each such class for the amendment 
       resolution.)


   We hereby declare, under the penalties of false statement that the statements
   made in the foregoing certificate are true.
- --------------------------------------------------------------------------------

              NAME OF PRESIDENT OR VICE PRESIDENT  (Print or Type)  

                             Robert B. Goode, Jr., 
                             Executive Vice Pres. & Chief 
                             Oper. Officer

           NAME OF SECRETARY OR ASSISTANT SECRETARY  (Print or Type)

                             William A. McMahon, 
                             Gen.Counsel & Secretary

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)   SIGNED (Secretary or Assistant Secretary)

      /s/ Robert B. Goode, Jr.                  /s/ William A. McMahon
- --------------------------------------------------------------------------------
 / /  4. The above resolution was adopted by the board of directors and by
         members.

  5.  Vote of members:

  (a) (Use if no members are required to vote as a class.)
- --------------------------------------------------------------------------------
  NUMBER OF MEMBERS VOTING

  TOTAL VOTING POWER

  VOTE REQUIRED FOR ADOPTION

  VOTE FAVORING ADOPTION
- --------------------------------------------------------------------------------
  (b) (If the members of any class are entitled to vote as a class indicate the
      designation and number of members of each such class, the voting power 
      thereof, and the vote of each such class for the amendment resolution.)


   We hereby declare, under the penalties of false statement that the statements
   made in the foregoing certificate are true.
- --------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type)             

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- --------------------------------------------------------------------------------
SIGNED (President or Vice President)   SIGNED (Secretary or Assistant Secretary)

- --------------------------------------------------------------------------------
         FILING FEE          CERTIFICATION FEE             TOTAL FEES
            $30-                   $9.50                     $39.50
                                                       
- --------------------------------------------------------------------------------
        FILED                           SIGNED (For Secretary of the State)
 STATE OF CONNECTICUT                            Rec. & ICC To Ann Zacchio

- --------------------------------------------------------------------------------
   APR - 2 1982            CERTIFIED COPY SENT ON (Date)          INITIALS
                           Law Dept. Hartford Ins. Group
                                                       
- --------------------------------------------------------------------------------
  SECRETARY OF THE STATE                           TO
                                        HTFD. Plaza HTFD. CT 06115
          A.M.                             
- --------------------------------------------------------------------------------
 By          Time 2:30P.M.              CARD          LIST          PROOF
    ------        --------  


<PAGE>

                             80

Form 61-58


STATE OF CONNECTICUT             )
OFFICE OF SECRETARY OF THE STATE )SS    HARTFORD

I hereby certify that the foregoing is a true copy of record in this office



                                IN TESTIMONY WHEREOF I have hereunto set my
                                   hand and affixed the Seal of said State, at
                                   Hartford this 2nd day of April AD 1982


                                     /s/ ??????? L. ??lley
                                                    SECRETARY OF THE STATE

<PAGE>
                              81

               RESTATED CERTIFICATE OF INCORPORATION

                  HARTFORD LIFE INSURANCE COMPANY

         This Restated Certificate of Incorporation gives effect to
the amendment of the Certificate of Incorporation of the corporation
and otherwise purports merely to restate all those provisions
already in effect. This Restated Certificate of Incorporation has
been adopted by the Board of Directors and by the sole shareholder.

         Section 1.  The name of the corporation is Hartford Life
         Insurance Company and it shall have all the powers granted
         by the general statutes, as now enacted or hereinafter
         amended to corporations formed under the Stock Corporation
         Act.

         Section 2.  The corporation shall have the purposes and
         powers to write any and all forms of insurance which any
         other corporation now or hereafter chartered by Connecticut
         and empowered to do an insurance business may now or
         hereafter may lawfully do; to accept and to issue cede
         reinsurance; to issue policies and contracts for any kind
         or combination of kinds of insurance; to policies or
         contracts either with or without participation in profits;
         to acquire and hold any or all of the shares or other
         securities of any insurance corporation; and to engage in
         any lawful act or activity for which corporations may be
         formed under the Stock Corporation Act.  The corporation is
         authorized to exercise the powers herein granted in any
         state, territory or jurisdiction of the United States or in
         any foreign country.

         Section 3.  The capital with which the corporation shall
         commence business shall be an amount not less than one
         thousand dollars.  The authorized capital shall be two
         million five hundred thousand dollars divided into one
         thousand shares of common capital stock with a par value of
         twenty-five hundred dollars each.

         We hereby declare, under the penalties of false statement
that the statements made in the foregoing Certificate are true.

Dated:  February 10, 1982            HARTFORD LIFE INSURANCE COMPANY


                                     By /s/ ROBERT B. GOODE, JR.
                                     ----------------------------
Attest:

/s/ WM. A. MCMAHON
- ----------------------

7342D



<PAGE>

                                                                    Exhibit 9

March 15, 1996


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE: SEPARATE ACCOUNT TWO (DC VARIABLE ACCOUNT II)("SEPARATE ACCOUNT")
    HARTFORD LIFE INSURANCE COMPANY ("COMPANY")
    FILE NO. 33-19949

Dear Sir/Madam:

In my capacity as Associate General Counsel of the Company, I have supervised
the establishment of the Separate Account by the Board of Directors of the
Company as a separate account for assets applicable to Contracts offered by the
Company pursuant to Connecticut law.  I have participated in the preparation of
the registration statement for the Separate Account on Form N-4 under the
Securities Act of 1933 and the Investment Company Act of 1940 with respect to
the Contracts.

I am of the following opinion:

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

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

3.  The Contracts are legally issued and represent binding obligations of the
    Company.

In arriving at the foregoing opinion, I have made such examination of the law
and examined such records and other documents as in my opinion as are necessary
or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the registration
statement under the Securities Act of 1933.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin
Associate General Counsel & Secretary


<PAGE>

                          ARTHUR ANDERSEN LLP


              CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
              -----------------------------------------

As independent public accountants, we hereby consent to the use of our 
reports (and to all references to our Firm) included in or made a part of 
this Registration Statement File No. 33-19949 for Hartford Life Insurance 
Company Separate Account Two (DC Variable Account II) on Form N-4.

                                              /s/ Arthur Andersen LLP

Hartford, Connecticut
April 24, 1996


<PAGE>

EXHIBIT 26
PERSONS CONTROLLED BY OR UNDER COMMON
CONTROL WITH THE DEPOSITOR OR REGISTRANT   





                              ITT Hartford Group, Inc..
                                      (Delaware)
                                          |
                           Hartford Fire Insurance Company
                                    (Connecticut)
                                          |
                       Hartford Accident and Indemnity Company
                                    (Connecticut)
                                          |
                     Hartford Life and Accident Insurance Company
                                    (Connecticut)
                                          |
                                          |
                                          |
                                          |
                                          |

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
<S>                          <C>                           <C>                           <C>
Alpine Life                  Hartford Financial            Hartford Life                 American Maturity
Insurance Company            Services Life                 Insurance Company             Life Insurance
(New Jersey)                 Insurance Co.                 (Connecticut)                 Company
                             (Connecticut)                       |                       (Connecticut)
                                                                 |
                                                                 |
                                                                 |
                                                                 |
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                     <C>                      <C>                 <C>                 <C>
ITT Hartford            ITT Hartford             The Hartford        Hartford            Hartford Securities
Life and Annuity        International Life       Investment          Equity Sales        Distribution 
Insurance Company       Reassurance Corp         Management Co.      Company, Inc.       Company, Inc.
(Connecticut)           (Connecticut)            (Connecticut)       (Connecticut)       (Connecticut)
</TABLE>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                    4,711,275,534
<INVESTMENTS-AT-VALUE>                   5,644,881,814
<RECEIVABLES>                               58,694,426
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           5,703,576,240
<PAYABLE-FOR-SECURITIES>                    58,684,625
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                         58,684,625
<SENIOR-EQUITY>                                      0
<PAID-IN-CAPITAL-COMMON>                             0
<SHARES-COMMON-STOCK>                                0
<SHARES-COMMON-PRIOR>                                0
<ACCUMULATED-NII-CURRENT>                            0
<OVERDISTRIBUTION-NII>                               0
<ACCUMULATED-NET-GAINS>                              0
<OVERDISTRIBUTION-GAINS>                             0
<ACCUM-APPREC-OR-DEPREC>                             0
<NET-ASSETS>                             5,644,891,615
<DIVIDEND-INCOME>                          137,515,685
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                              85,404,491
<EXPENSES-NET>                              59,303,381
<NET-INVESTMENT-INCOME>                     88,212,304
<REALIZED-GAINS-CURRENT>                     6,207,976
<APPREC-INCREASE-CURRENT>                  885,550,110
<NET-CHANGE-FROM-OPS>                    1,065,374,881
<EQUALIZATION>                                       0
<DISTRIBUTIONS-OF-INCOME>                            0
<DISTRIBUTIONS-OF-GAINS>                             0
<DISTRIBUTIONS-OTHER>                                0
<NUMBER-OF-SHARES-SOLD>                              0
<NUMBER-OF-SHARES-REDEEMED>                          0
<SHARES-REINVESTED>                                  0
<NET-CHANGE-IN-ASSETS>                   1,522,379,148
<ACCUMULATED-NII-PRIOR>                              0
<ACCUMULATED-GAINS-PRIOR>                            0
<OVERDISTRIB-NII-PRIOR>                              0
<OVERDIST-NET-GAINS-PRIOR>                           0
<GROSS-ADVISORY-FEES>                                0
<INTEREST-EXPENSE>                                   0
<GROSS-EXPENSE>                                      0
<AVERAGE-NET-ASSETS>                                 0
<PER-SHARE-NAV-BEGIN>                            0.000
<PER-SHARE-NII>                                  0.000
<PER-SHARE-GAIN-APPREC>                          0.000
<PER-SHARE-DIVIDEND>                             0.000
<PER-SHARE-DISTRIBUTIONS>                        0.000
<RETURNS-OF-CAPITAL>                                 0
<PER-SHARE-NAV-END>                              0.000
<EXPENSE-RATIO>                                  0.000
<AVG-DEBT-OUTSTANDING>                               0
<AVG-DEBT-PER-SHARE>                                 0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission