HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II
485BPOS, 1996-05-01
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<PAGE>

                                                               File No. 33-19946

                       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.   10                                [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.
    

<PAGE>

   
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)

<TABLE>
<CAPTION>
        N-4 Item No.                Prospectus Heading
- -------------------------------    ---------------------------
<S>                               <C>
 1. Cover Page                     Cover Page

 2. Definitions                    Glossary of Special Terms

 3. Synopsis or Highlights         Summary

 4. Condensed Financial            Accumulation Unit Values; Yield Information
    Information

 5. General Description of         The DC-I and DC-II Contract and Separate
    Registrant, Depositor,         Account DC-I and Separate Account Two
    Companies                      (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         Operation of the Contract
    Value

11. Redemptions                    Payment of Benefits

12. Taxes                          Federal Tax Considerations

13. Legal Proceedings              Miscellaneous -- Are there any material legal
                                   proceedings affecting the Separate Accounts?

14. Table of Contents of the       Table of Contents of the
</TABLE>

<PAGE>

                                         -4-

<TABLE>
<S>                               <C>
    Statement of Additional        Statement of Additional Information
    Information
</TABLE>
<PAGE>
 
      HARTFORD
      LIFE INSURANCE COMPANY
      GROUP VARIABLE ANNUITY CONTRACTS
      ISSUED BY HARTFORD LIFE INSURANCE COMPANY
      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.
  Sub-Account                  ("Advisers Fund")
Bond Fund Sub-Account     --   shares of Hartford Bond Fund, Inc. ("Bond Fund")
Calvert Responsibly       --   shares  of Calvert Responsibly Invested Balanced
  Invested Balanced Fund       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, Inc. ("U.S. Government Money Market Fund")
  Sub-Account
AMS/TCI Advantage Fund    --   shares  of  TCI Portfolios,  Inc.  TCI Advantage
  Sub-Account                  ("AMS/TCI Advantage Fund")
AMS/TCI Growth Fund       --   shares  of  TCI  Portfolios,  Inc.  TCI   Growth
  Sub-Account                  ("AMS/TCI Growth Fund")
AMS/Fidelity VIP II       --   shares    of   Fidelity   Investments   Variable
  Asset Manager Fund           Insurance Products II Asset Manager
  Sub-Account                  ("AMS/Fidelity VIP II Asset Manager Fund")
AMS/Fidelity VIP II       --   shares   of   Fidelity   Investments    Variable
  Contrafund Fund              Insurance    Products    II    Contrafund   Fund
  Sub-Account                  ("AMS/Fidelity VIP II Contrafund Fund")
AMS/Fidelity VIP Growth   --   shares   of   Fidelity   Investments    Variable
  Fund Sub-Account             Insurance  Products  Growth  Fund ("AMS/Fidelity
                               VIP Growth Fund")
AMS/Fidelity VIP          --   shares   of   Fidelity   Investments    Variable
  Overseas Fund                Insurance  Products Overseas Fund ("AMS/Fidelity
  Sub-Account                  VIP Overseas 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 40  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.................................................    2
FEE TABLE.................................................................    5
SUMMARY...................................................................    7
ACCUMULATION UNIT VALUES..................................................   10
PERFORMANCE RELATED INFORMATION...........................................   15
INTRODUCTION..............................................................   16
THE DC-I AND DC-II CONTRACT AND SEPARATE ACCOUNT DC-I AND
   SEPARATE ACCOUNT TWO (DC-II)...........................................   16
  What are the DC-I and DC-II contracts?..................................   16
  Who can buy these contracts?............................................   16
  What are the Separate Accounts and how do they operate?.................   17
OPERATION OF THE CONTRACT.................................................   18
  How are Contributions credited?.........................................   18
  May I make changes in the amounts of my Contribution?...................   18
  May I transfer assets between Sub-Accounts?.............................   18
  What happens if the Contract Owner fails to make Contributions?.........   19
  May I assign or transfer the contract?..................................   19
  How do I know what my account is worth?.................................   19
  How is the Accumulation Unit value determined?..........................   19
  How are the underlying Fund shares valued?..............................   20
PAYMENT OF BENEFITS.......................................................   20
  What would my Beneficiary receive as death proceeds?....................   20
  How can a contract be redeemed or surrendered?..........................   20
  Can payment of the redemption or surrender value ever be postponed
    beyond the seven day period?..........................................   21
  May I surrender once Annuity payments have started?.....................   21
  Are there differences in the contract related to the type of plan in
    which the Participant is enrolled?....................................   21
  Can a contract be suspended by a Contract Owner?........................   22
  How do I elect an Annuity Commencement Date and Form of Annuity?........   22
  What is the minimum amount that I may select for an Annuity payment?....   22
  How are Contributions made to establish my Annuity account?.............   22
  What are the available Annuity options under the contracts?.............   23
  How are Variable Annuity payments determined?...........................   24
  Can a contract be modified?.............................................   25
CHARGES UNDER THE CONTRACT................................................   25
  How are the charges under these contracts made?.........................   25
  Is there ever a time when the sales charges do not apply?...............   26
  What do the sales charges cover?........................................   26
  What is the mortality, expense risk and administrative charge?..........   26
  Are there any other administrative charges?.............................   27
  Experience Rating of Contracts..........................................   27
  How much are the deductions for Premium Taxes on these contracts?.......   27
  What charges are made by the Funds?.....................................   28
  Are there any other deductions?.........................................   28
HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS.............................   28
  What is Hartford Life?..................................................   28
  What are the Funds?.....................................................   28
  Does Hartford Life have any interest in the Funds?......................   32
FEDERAL TAX CONSIDERATIONS................................................   32
  What are some of the federal tax consequences which affect these
    contracts?............................................................   32
MISCELLANEOUS.............................................................   36
  What are my voting rights?..............................................   36
  Will other contracts be participating in the Separate Accounts?.........   37
  How are the contracts sold?.............................................   37
  Who is the custodian of the Separate Accounts' assets?..................   37
  Are there any material legal proceedings affecting the Separate
    Accounts?.............................................................   37
  Are you relying on any experts as to any portion of this Prospectus?....   37
  How may I get additional information?...................................   37
APPENDIX..................................................................   38
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION.................   40
</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.
    
 
   
DC VARIABLE ACCOUNT  II: A series  of Hartford Life  Insurance Company  Separate
Account Two.
    
 
   
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.
    
 
   
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 28 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.
    
 
                                       3
<PAGE>
   
QUALIFIED PLAN: A voluntary plan of an Employer which qualifies for special  tax
treatment under a section of the Internal Revenue Code.
    
 
   
SEPARATE  ACCOUNT:  The  Account  entitled Hartford  Life  Insurance  Company DC
Variable Account-I  ("DC-I") and  a series  of Hartford  Life Insurance  Company
Separate Account Two ("DC-II").
    
 
   
SUB-ACCOUNT:  Accounts established within the Separate Account with respect to a
Fund.
    
 
   
VALUATION DAY: Every day the  New York Stock Exchange  is open for 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 Sixth Year......................................       7%
     Seventh through Twelfth Year..................................       5%
     Thirteenth Year...............................................       0%
 Annual Contract Fee(1)............................................  $   18
 Annual Expenses--Separate Account (as a percentage of average
   account value)
     Mortality and Expense Risk (DC I).............................   1.100%
     Mortality and Expense Risk (DC II)............................   1.250%
</TABLE>
 
   
    The  Transfer Fee, Contingent Deferred Sales Charge, Annual Contract Fee and
Mortality and Expense Risk charge may be reduced or eliminated. See  "Experience
Rating of Contracts" on page 27.
    
 
                         Annual Fund Operating Expenses
                        (as a 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%
 TCI Advantage Fund..............................   1.000%     0.000%     1.000%
 TCI Growth Fund.................................   1.000%     0.000%     1.000%
 Fidelity VIP Growth Fund........................   0.610%     0.090%     0.700%
 Fidelity VIP Overseas Fund......................   0.760%     0.150%     0.910%
 Fidelity VIP II Contrafund......................   0.610%     0.120%     0.730%
 Fidelity VIP II Asset Manager...................   0.710%     0.100%     0.810%
</TABLE>
 
(1) The Annual Contract Fee is a single $18 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 0.06%
    annual asset charge based on the experience of the Contracts.
 
                                       5
<PAGE>
EXAMPLE-DCI
 
<TABLE>
<CAPTION>
                           If you surrender your  contract    If  you annuitize at the end of    If you  do not  surrender  your
                           at  the  end of  the applicable    the applicable time period: You    contract:  You  would  pay  the
                           time  period: You would pay the    would   pay    the    following    following  expenses on a $1,000
                           following expenses on a  $1,000    expenses on a $1,000               investment,   assuming   a   5%
                           investment,   assuming   a   5%    investment,   assuming   a   5%    annual return on assets:
                           annual return on assets:           annual return on assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 Hartford Bond Fund.......  $ 90   $ 131   $ 174    $ 269      $ 17   $  53   $  91    $ 200      $ 17   $  54   $  92    $ 201
 Hartford Stock Fund(3)...    89     129     172      264        16      51      89      194        17      52      90      195
 HVA Money Market Fund....    89     128     171      261        16      50      87      191        16      51      88      192
 Hartford Advisers
   Fund(4)................    91     134     180      282        18      57      98      213        19      57      99      214
 U.S. Government Money
   Market Fund............    90     132     176      274        17      54      94      204        18      55      94      205
 Hartford Capital
   Appreciation Fund(5)...    91     135     182      285        18      58      99      216        19      58     100      217
 Hartford Mortgage
   Securities Fund........    89     129     172      263        16      51      88      193        17      52      89      194
 Hartford Index Fund(6)...    88     127     168      255        15      49      84      185        16      49      85      186
 Hartford International
   Opportunities Fund.....    93     140     191      303        20      63     109      236        21      64     110      237
 Calvert Responsibly
   Invested Balanced
   Portfolio..............    92     139     189      300        20      62     108      233        20      63     108      233
 Hartford Dividend &
   Growth Fund............    92     138     186      295        19      61     105      227        20      61     105      227
 TCI Advantage Fund.......    94     144     197      317        22      68     116      251        22      68     117      251
 TCI Growth Fund..........    94     144     197      317        22      68     116      251        22      68     117      251
 Fidelity VIP Growth
   Fund...................    91     136     183      287        18      58     101      219        19      59     101      220
 Fidelity VIP Overseas
   Fund...................    93     142     193      308        21      65     112      241        21      66     112      242
 Fidelity VIP II
   Contrafund.............    92     137     184      290        19      59     102      222        19      60     103      223
 Fidelity VIP II Asset
   Manager................    92     139     188      298        20      62     107      230        20      62     107      231
</TABLE>
 
EXAMPLE-DCII
 
<TABLE>
<CAPTION>
                           If you surrender your  contract    If  you annuitize at the end of    If you  do not  surrender  your
                           at  the  end of  the applicable    the applicable time period: You    contract:  You  would  pay  the
                           time  period: You would pay the    would   pay    the    following    following  expenses on a $1,000
                           following expenses on a  $1,000    expenses on a $1,000               investment,   assuming   a   5%
                           investment,   assuming   a   5%    investment,   assuming   a   5%    annual return on assets:
                           annual return on assets:           annual return on assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 Hartford Bond Fund.......  $ 91   $ 135   $ 182    $ 285      $ 18   $  58   $  99    $ 216      $ 19   $  58   $ 100    $ 217
 Hartford Stock Fund(3)...    91     134     179      280        18      56      97      211        18      57      97      211
 HVA Money Market Fund....    90     133     178      277        17      55      95      207        18      56      96      208
 Hartford Advisers
   Fund(4)................    92     138     188      297        19      61     106      229        20      62     106      230
 U.S. Government Money
   Market Fund............    91     136     184      289        19      59     102      220        19      59     102      221
 Hartford Capital
   Appreciation Fund(5)...    92     139     189      300        20      62     107      232        20      63     108      233
 Hartford Mortgage
   Securities Fund........    90     133     179      279        18      56      96      210        18      56      97      210
 Hartford Index Fund(6)...    90     131     175      271        17      53      92      201        17      54      93      202
 Hartford International
   Opportunities Fund.....    94     145     198      318        22      68     117      252        22      69     118      252
 Calvert Responsibly
   Invested Balanced
   Portfolio..............    94     144     196      315        21      67     115      248        22      68     116      249
 Hartford Dividend &
   Growth Fund............    93     142     194      310        21      65     112      242        21      66     113      243
 TCI Advantage Fund.......    96     149     204      332        23      72     124      266        24      73     125      267
 TCI Growth Fund..........    96     149     204      332        23      72     124      266        24      73     125      267
 Fidelity VIP Growth
   Fund...................    93     140     190      302        20      63     109      235        21      64     109      236
 Fidelity VIP Overseas
   Fund...................    95     146     200      323        22      69     120      257        23      70     120      258
 Fidelity VIP II
   Contrafund.............    93     141     192      305        20      64     110      238        21      65     111      239
 Fidelity VIP II Asset
   Manager................    94     143     195      313        21      66     114      246        22      67     115      247
</TABLE>
 
    The purpose of this table is  to assist the Contract Owner in  understanding
various  costs  and  expenses  that  a  Contract  Owner  will  bear  directly or
indirectly. The table reflects expenses  of the Separate Account and  underlying
Funds. Premium taxes may also be applicable.
 
(3) For this table, the Stock Fund mortality and expense charges are 1.2375%.
 
(4) For this table, the Advisors Fund mortality and expense charges are 1.199%.
 
(5)  For this table, the Capital Appreciation Fund mortality and expense charges
    are 1.21%.
 
(6) For this table, the Index Fund combined expenses are limited to 1.25%.
 
    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 38) 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 12
Participant  Contract  Years.  During  the  first  6  years  thereof,  a maximum
deduction of 7%  will be made  against the  full amount of  any such  surrender.
During  the next 6 years thereof, a maximum deduction of 5% will be made against
the full amount  of any such  surrender. Such  charges will in  no event  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 27).
    
 
   
    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 26.)
    
 
   
    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 27).  However, there  may be additional
restrictions under certain  circumstances (see  "May I  transfer assets  between
Sub-Accounts?" page 18.)
    
 
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
22.)
    
 
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 20.)
    
 
G. ANNUITY OPTIONS
 
   
    The Annuity Commencement Date will not be deferred beyond the  Participant's
75th  birthday or  such earlier  date 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  23.)
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 25.)
    
 
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 27).  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 25.)
    
 
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  $18.00 per  year  on all
contracts. (See "Charges Under the Contract"  page 25). The Annual Contract  Fee
may be reduced or waived (see "Experience Rating of Contracts," page 27).
    
 
   
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 36.)
    
 
                                       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   1988   1987   1986   1985   1984  1983   1982
                      ------- ------- ------- ------- ------ ------ ------ ------ ------ ------ ------ ------ ----- -------
 DC-I
 <S>                  <C>     <C>     <C>     <C>     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>
 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 $2.244 $2.273 $2.052 $1.722 $1.541 $1.519 $ 1.318(a)
 Accumulation unit
  value at end of
  period............. $ 4.099 $ 3.499 $ 3.689 $ 3.388 $3.251 $2.827 $2.640 $2.384 $2.244 $2.273 $2.052 $1.722 $1.541 $ 1.519
 Number accumulation
  units outstanding
  at
  end of period (in
  thousands).........   8,630   9,090  10,092  10,253 10,201  9,871  9,462  9,015  8,461  9,640  8,335  8,464 4,693     187
 DC-II
 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 $2.244 $2.273 $2.052 $1.723 $1.541 $1.519 $ 1.366(b)
 Accumulation unit
  value at end of
  period............. $ 4.095 $ 3.500 $ 3.689 $ 3.389 $3.251 $2.827 $2.641 $2.385 $2.244 $2.273 $2.052 $1.723 $1.541 $ 1.519
 Number accumulation
  units outstanding
  at
  end of period (in
  thousands).........   1,368   1,123     992     816    732    724    594    433    320    224    145    113    88      28
 DC-I
 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 $3.332 $3.201 $2.886 $2.222 $2.238 $1.989 $ 1.548(a)
 Accumulation unit
  value at end of
  period............. $ 8.979 $ 6.773 $ 6.990 $ 6.190 $5.695 $4.628 $4.875 $3.916 $3.332 $3.201 $2.886 $2.222 $2.238 $ 1.989
 Number accumulation
  units outstanding
  at
  end of period (in
  thousands).........  39,271  39,551  37,542  34,861 32,700 29,962 28,198 25,658 25,694 21,622 19,566 17,831 10,598     332
 DC-II
 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 $3.331 $3.200 $2.885 $2.222 $2.238 $1.989 $ 1.551(c)
 Accumulation unit
  value at end of
  period............. $ 8.968 $ 6.771 $ 6.988 $ 6.188 $5.694 $4.627 $4.874 $3.915 $3.331 $3.200 $2.885 $2.222 $2.238 $ 1.989
 Number accumulation
  units outstanding
  at
  end of period (in
  thousands).........   4,413   3,885   3,181   2,517  1,885  1,467  1,156  1,011    951    772    437    253   141      26
 DC-I
 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 $1.842 $1.752 $1.661 $1.550 $1.417 $1.312 $ 1.258(d)
 Accumulation unit
  value at end of
  period............. $ 2.629 $ 2.515 $ 2.450 $ 2.410 $2.354 $2.248 $2.106 $1.954 $1.842 $1.752 $1.661 $1.550 $1.417 $ 1.312
 Number accumulation
  units outstanding
  at
  end of period (in
  thousands).........   7,884   9,548   9,298   9,999 10,936 11,181  8,871  8,703  7,521  6,321  7,068  8,416 2,654   2,007
 DC-II
 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 $1.840 $1.749 $1.659 $1.548 $1.415 $1.310 $ 1.235(c)
 Accumulation unit
  value at end of
  period............. $ 2.624 $ 2.512 $ 2.447 $ 2.407 $2.351 $2.245 $2.103 $1.951 $1.840 $1.749 $1.659 $1.548 $1.415 $ 1.310
 Number accumulation
  units outstanding
  at
  end of period (in
  thousands).........     989     905     886     884    929    881    718    628    389    351    235    349    67      66
</TABLE>
 
                                       10
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                      -------------------------------------------------------------------------------------------------------
                       1995    1994    1993    1992    1991   1990   1989   1988   1987   1986   1985   1984    1983    1982
                      ------- ------- ------- ------- ------ ------ ------ ------ ------ ------ ------ ------   -----   -----
 DC-I
 <S>                  <C>     <C>     <C>     <C>     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>      <C>     <C>
 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 $1.566 $1.497 $1.345 $1.074 $1.013   $1.000(e)    --
 Accumulation unit
   value at end of
   period............  $3.649  $2.876  $2.993  $2.700 $2.524 $2.123 $2.123 $1.766 $1.566 $1.497 $1.345 $1.074   $1.013     --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........ 128,415 126,437 119,064 105,648 93,981 84,223 74,660 62,335 56,502 36,266 22,051 14,035   7,971      --
 DC-II
 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 $1.566 $1.497 $1.345 $1.074 $1.013   $1.000(e)    --
 Accumulation unit
   value at end of
   period............  $3.647  $2.876  $2.993  $2.700 $2.524 $2.123 $2.123 $1.766 $1.566 $1.497 $1.345 $1.074   $1.013     --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........   9,212   8,279   7,023   7,323  6,220  5,565  5,227  4,631  4,283  3,357  2,429  2,266     837      --
 DC-I
 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 $1.326 $1.269 $1.209 $1.133 $1.045   $1.000(e)    --
 Accumulation unit
   value at end of
   period............  $1.835  $1.758  $1.718  $1.694 $1.661 $1.593 $1.500 $1.400 $1.326 $1.269 $1.209 $1.133   $1.045     --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........   4,650   4,783   4,791   5,498  5,979  5,848  4,576  4,576  3,796  3,172  3,014  2,068     944      --
 DC-II
 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 $1.326 $1.269 $1.209 $1.133 $1.045   $1.000(e)    --
 Accumulation unit
   value at end of
   period............  $1.833  $1.758  $1.718  $1.694 $1.661 $1.593 $1.500 $1.400 $1.326 $1.269 $1.209 $1.133   $1.045     --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........     586     483     467     382    381    293    212    163    107    102     77     22       2      --
 DC-I
 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 $1.490 $1.579 $1.467 $1.092 $1.000(f)    --     --
 Accumulation unit
   value at end of
   period............  $5.482  $4.257  $4.204  $3.524 $3.050 $2.004 $2.278 $1.858 $1.490 $1.579 $1.467 $1.092      --      --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........  52,278  46,086  36,598  25,900 19,437 15,293 13,508  9,970  8,485  6,552  2,485    113      --      --
 DC-II
 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 $1.490 $1.579 $1.467 $1.092 $1.000(f)    --     --
 Accumulation unit
   value at end of
   period............  $5.478  $4.257  $4.204  $3.524 $3.050 $2.004 $2.278 $1.858 $1.490 $1.579 $1.467 $1.092      --      --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........   9,081   6,923   4,940   3,276  2,113  1,455  1,037    787    664    462    117      5      --      --
</TABLE>
    
 
                                       11
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                      ---------------------------------------------------------------------------------------------------------
                       1995    1994    1993    1992    1991   1990   1989     1988   1987     1986   1985     1984  1983  1982
                      ------- ------- ------- ------- ------ ------ ------   ------ ------   ------ ------   ------ ----- -----
 DC-I
 <S>                  <C>     <C>     <C>     <C>     <C>    <C>    <C>      <C>    <C>      <C>    <C>      <C>    <C>   <C>
 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   $1.313 $1.296   $1.181 $1.000(g)     --    --    --
 Accumulation unit
   value at end of
   period............ $ 2.335 $ 2.034 $ 2.093 $ 1.993 $1.929 $1.702 $1.571   $1.406 $1.313   $1.296 $1.181       --    --    --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........  11,067  10,782  11,722  12,046 11,855 10,291  8,919    9,005  8,139    7,902  5,130       --    --    --
 DC-II
 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   $1.313 $1.296   $1.181 $1.000(g)     --    --    --
 Accumulation unit
   value at end of
   period............ $ 2.333 $ 2.034 $ 2.093 $ 1.993 $1.929 $1.702 $1.571   $1.406 $1.313   $1.296 $1.181       --    --    --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........   1,149     994     942     802    736    582    845      764    598      431    247       --    --    --
 DC-I
 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   $0.850 $1.000(h)     --     --      --    --    --
 Accumulation unit
   value at end of
   period............ $ 2.353 $ 1.738 $ 1.735 $ 1.605 $1.522 $1.190 $1.255   $0.975 $0.850       --     --       --    --    --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........  19,816  15,356  13,489  11,720  8,519  6,350  3,639    1,946  1,323       --     --       --    --    --
 DC-II
 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   $0.850 $1.000(h)     --     --      --    --    --
 Accumulation unit
   value at end of
   period............ $ 2.353 $ 1.738 $ 1.735 $ 1.605 $1.522 $1.190 $1.255   $0.975 $0.850       --     --       --    --    --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........   3,153   2,376   1,862   1,437    871    595    275      116     49       --     --       --    --    --
 DC-I
 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(i)     --     --      --     --       --    --    --
 Accumulation unit
   value at end of
   period............ $ 1.929 $ 1.504 $ 1.573 $ 1.475 $1.388 $1.207 $1.173       --     --       --     --       --    --    --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........   9,009   7,899   7,199   5,215  3,508  2,036    629       --     --       --     --       --    --    --
 DC-II
 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(i)     --     --      --     --       --    --    --
 Accumulation unit
   value at end of
   period............ $ 1.817 $ 1.417 $ 1.483 $ 1.391 $1.308 $1.138 $1.106       --     --       --     --       --    --    --
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........     923     693     498     317    187     94     18       --     --       --     --       --    --    --
</TABLE>
    
 
                                       12
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                              YEAR ENDED DECEMBER 31,
                      -------------------------------------------------------------------------------------------------------
                       1995      1994    1993    1992    1991   1990     1989   1988   1987   1986   1985   1984  1983  1982
                      -------   ------- ------- ------- ------ ------   ------ ------ ------ ------ ------ ------ ----- -----
 DC-I
 <S>                  <C>       <C>     <C>     <C>     <C>    <C>      <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>
 INTERNATIONAL
   OPPORTUNITIES FUND
   SUB-ACCOUNT
 Accumulation unit
   value at beginning
   of period......... $ 1.181   $ 1.220 $ 0.924 $ 0.979 $0.877 $1.000(j)     --     --     --     --     --     --    --    --
 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
 INTERNATIONAL
   OPPORTUNITIES FUND
   SUB-ACCOUNT
 Accumulation unit
   value at beginning
   of period......... $ 1.181   $ 1.220 $ 0.924 $ 0.979 $0.877 $1.000(j)     --     --     --     --     --     --    --    --
 Accumulation unit
   value at end of
   period............ $ 1.329   $ 1.181 $ 1.220 $ 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
 TCI ADVANTAGE FUND
   SUB-ACCOUNT
 Accumulation unit
   value at beginning
   of period......... $ 1.000(k)
 Accumulation unit
   value at end of
   period............ $ 1.051
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........      36
 DC-II
 TCI GROWTH FUND
   SUB-ACCOUNT
 Accumulation unit
   value at beginning
   of period......... $ 1.000(k)
 Accumulation unit
   value at end of
   period............ $ 1.081
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........     634
 DC-II
 FIDELITY VIP
   OVERSEAS FUND
   SUB-ACCOUNT
 Accumulation unit
   value at beginning
   of period......... $ 1.000(k)
 Accumulation unit
   value at end of
   period............ $ 1.030
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........     181
 DC-II
 FIDELITY VIP II
   ASSET MANAGER FUND
   SUB-ACCOUNT
 Accumulation unit
   value at beginning
   of period......... $ 1.000(k)
 Accumulation unit
   value at end of
   period............ $ 1.087
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........     312
 DC-II
 FIDELITY VIP II
   CONTRAFUND FUND
   SUB-ACCOUNT
 Accumulation unit
   value at beginning
   of period......... $ 1.000(k)
 Accumulation unit
   value at end of
   period............ $ 1.099
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........   1,808
</TABLE>
    
 
                                       13
<PAGE>
 
   
<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31,
                      -----------------------------------------------------------------------------------------------------
                       1995      1994    1993    1992    1991   1990   1989   1988   1987   1986   1985   1984  1983  1982
                      -------   ------- ------- ------- ------ ------ ------ ------ ------ ------ ------ ------ ----- -----
 DC-II
 <S>                  <C>       <C>     <C>     <C>     <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>   <C>
 FIDELITY VIP GROWTH
   FUND SUB-ACCOUNT
 Accumulation unit
   value at beginning
   of period......... $ 1.000(k)
 Accumulation unit
   value at end of
   period............ $ 1.073
 Number accumulation
   units outstanding
   at
   end of period (in
   thousands)........   2,055
</TABLE>
    
 
- ---------
 
(a)  Inception date, August 3,         (g)  Inception date, January 15,
     1982.                                  1985.
(b)  Inception date, August 25,        (h)  Inception date, June 3, 1987.
     1982.
(c)  Inception date, June 29, 1982.    (i)  Inception date, January 25,
                                            1989.
(d)  Inception date, June 14, 1982.    (j)  Inception date, July 2, 1990
(e)  Inception date, May 2, 1983.      (k)  Inception date, July 1, 1995.
(f)  Inception date, April 2, 1984.
 
                                       14
<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,
U.S. Government Money Market Fund, AMS/TCI Advantage Fund, AMS/TCI Growth  Fund,
AMS/Fidelity  VIP II  Asset Manager Fund,  AMS/Fidelity VIP  II Contrafund Fund,
AMS/Fidelity VIP Growth  Fund, and AMS/Fidelity  VIP Overseas 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 net  of  all  Fund level
management fees  and changes.  The mortality  and expense  risk charge  and  the
Annual Contract Fee.
    
 
   
    The  Bond Fund, Mortgage Securities Fund  and TCI Advantage Sub-Accounts may
advertise yield in addition to total return.  The yield will be computed in  the
following  manner: The net investment income per unit earned during a recent one
month period is divided by  the unit value on the  last day of the period.  This
figure  reflects the recurring  charges on the  Separate Account level including
the Annual Contract Fee and the mortality and expense risk charge.
    
 
   
    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 charge.
    
 
    Total return at the  Separate Account level  includes all contract  charges:
contingent  and 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.
 
                                       15
<PAGE>
                                  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
2 and 3 prior to reading this Prospectus to familiarize yourself with the  terms
being used.
    
 
                        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 38) 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").
 
                                       16
<PAGE>
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 32.) Provision has been made for DC-II
  only, to be operative during the life of a contract issued in conjunction with
  a Qualified Plan. DC-I and a series of Separate Account Two (DC-II) have  been
  organized as unit investment trust types of investment companies and have been
  registered  as such  with the Commission  under the Investment  Company Act of
  1940, as  amended. The  Separate  Accounts meet  the definition  of  "separate
  account" under federal securities law.
    
 
   
    Registration  of the Separate Accounts with  the Commission does not involve
  supervision of  the management  or  investment practices  or policies  of  the
  Separate Account or of 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.
    
 
                                       17
<PAGE>
                           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 38 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
  Contributions 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 Participant's  Individual Account within  two
  days   of  receipt  of  a  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. Subsequent
  payments cannot  be  credited on  the  same day  of  receipt unless  they  are
  accompanied by adequate instructions.
    
 
    The  number of Sub-Account  Accumulation Units will not  change because of a
  subsequent change in an Accumulation Unit's value, but the dollar value of  an
  Accumulation  Unit  will  vary to  reflect  the investment  experience  of the
  appropriate Fund  shares  that serve  as  the underlying  investment  for  the
  Sub-Account.
 
MAY I MAKE CHANGES IN THE AMOUNTS OF MY CONTRIBUTION?
 
   
    Yes,  however the minimum Contribution  that may be made  at any one time on
  behalf of a Participant during the Accumulation Period under a contract is $30
  unless the Employer's  Plan provides  otherwise. If  the Plan  adopted by  the
  Contract   Owner  so  provides,   the  contract  permits   the  allocation  of
  Contributions, in multiples of 10% among the several Sub-Accounts of DC-I  and
  DC-II.  The  minimum amount  that may  be  allocated to  any Sub-Account  in a
  Separate Account shall not be less than $10. Such changes must be requested in
  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 allocated 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
    
 
                                       18
<PAGE>
   
  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 "Expense Rating of Contracts").
    
 
   
    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 to  the  disadvantage of  other  Contract
  Owners/Participants.
    
 
WHAT HAPPENS IF THE CONTRACT OWNER FAILS TO MAKE CONTRIBUTIONS?
 
   
    A  contract will be deemed paid-up within 30 days after any anniversary date
  of the  contract if  the Contract  Owner has  not remitted  a Contribution  to
  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 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 20.)
    
 
    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?" page 19.)
    
 
    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
 
                                       19
<PAGE>
  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.
    
 
   
    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  23)  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 22.)
    
 
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.
    
 
                                       20
<PAGE>
    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 23.) 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 23.)
    
 
   
       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 25.) 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  made?" page 25.)  If the  contingent
    deferred  sales charges have been experience rated (see "How are the charges
    under these  contracts made?",  page 25),  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.
    
 
                                       21
<PAGE>
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.
    
 
    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
 
                                       22
<PAGE>
  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................             .50%
    On the next $50,000.................            2.00%
    On 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 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 to the Beneficiary or  Beneficiaries
  designated  unless  other  provisions  will have  been  made  and  approved by
  Hartford Life.
 
    *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 one payment  in the event of death  prior to the due date  for
  the second payment and so on.
 
                                       23
<PAGE>
    *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  charges  under
  these contracts made?" page 25.)
    
 
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  19) for  the day  for which  the
  Annuity  Unit value is  being calculated, and  (2) a factor  to neutralize the
  assumed net investment rate discussed below.
    
 
    When Annuity  payments  are  to  commence, the  value  of  the  contract  is
  determined  as the product of  the value of the  Accumulation Unit credited to
  each Sub-Account  as  of the  close  of business  on  the fifth  business  day
  preceding  the  date  the first  Annuity  payment  is due  and  the  number of
  Accumulation Units credited to each Sub-Account as of the date the Annuity  is
  to commence.
 
    The  contract  contains tables  indicating the  dollar  amount of  the first
  monthly payment under the optional forms  of Annuity for each $1,000 of  value
  of  a Sub-Account under a contract. The first monthly payment varies according
  to the form of Annuity selected. The contract contains Annuity tables  derived
  from  the 1983a  Individual Annuity Mortality  Table with  an assumed interest
  rate ("A.I.R.") of 4.00% or 5.00%  per annum. The total first monthly  Annuity
  payment  is determined  by multiplying  the value  (expressed in  thousands of
  dollars) of a Sub-Account (less any applicable Premium Taxes) by the amount of
  the first monthly payment per $1,000 of value obtained from the tables in  the
  contracts.  With respect  to fixed  annuities only,  the current  rate will be
  applied if it is higher than the rate under the tables in the contracts.
 
    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.
    
 
   
* 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.
- --------------------------------------------------------------------------------
 
                                       24
<PAGE>
    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 - 1,000)................        856.87
  4.  Annuity Unit Value.....................................         3.125
  5.  Number of monthly annuity units (3 - 4)................       274.198
  6.  Assume annuity unit value of second month equal to.....         2.897
  7.  Second monthly 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 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
  12  Participant Contract  Years. During the  first 6 years  thereof, a maximum
  deduction of 7% will be  made against the full  amount of any such  surrender.
  During  the  next 6  years thereof,  a maximum  deduction of  5% 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 27).
    
 
    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 and you  will receive $950 (i.e.,  the $1,000 total withdrawal
  less the 5% sales charge). This is the
 
                                       25
<PAGE>
  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 is  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.
  Participants with a Date of Coverage prior to October 15, 1986 may withdraw up
  to 10% of the value of their Individual Account on a non-cumulative basis each
  Participant's  Contract  Year,  after   the  first,  without  application   of
  contingent deferred sales charges. Participant's with a Date of Coverage on or
  after October 15, 1986 do not have this 10% withdrawal privilege.
 
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  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
    
 
                                       26
<PAGE>
   
  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 27). The rate charged for the  expense,
  mortality  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.
    
 
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 $18  per year but  may be reduced  or waived (see  "Experience
  Rating of Contracts," page 27).
    
 
    The Annual Contract Fee will be deducted from the value of each such Account
  on  the  last  business  day of  each  Participant's  Contract  Year provided,
  however, that if the value of  a Participant's Individual Account is  redeemed
  in full at any time before the last business day of the Participant's Contract
  Year,  then the Annual Contract Fee charge  will be deducted from the proceeds
  of such redemption.  No deduction  for the Annual  Contract Fee  will be  made
  during the Annuity Period under the contracts.
 
   
    In  the event  that the  contract contains a  General Account  option or the
  contract is  issued  in conjunction  with  a separate  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 or 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 4.00%. On any contract subject to  a Premium Taxes, Hartford Life will  pay
  the  taxes imposed by the applicable taxing authorities. Hartford Life, at its
  sole discretion, will deduct the taxes from Contributions when received,  from
  the  proceeds at surrender, or from the amount applied to effect an Annuity at
  the time Annuity payments commence.
    
 
                                       27
<PAGE>
   
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 27).
    
 
                        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 5085, Hartford, CT 06102-5085.
    
 
   
    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.
    
 
    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.  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 8, 1994. All of the Funds were  incorporated
  under  the laws of the  State of Maryland and  are collectively referred to as
  the "Hartford Funds."
    
 
   
    The TCI Advantage and TCI Growth Funds ("TCI Funds") are separate series  of
  shares  issued by TCI Portfolios, Inc  ("TCIP"), a corporation organized under
  the laws  of  the  state  of Maryland.  TCIP  is  a  registered,  diversified,
  open-ended  investment management company under  the Investment Company Act of
  1940.
    
 
   
    The Fidelity Funds  involve two diversified  open-end management  investment
  companies,  each  with multiple  portfolios and  organized as  a Massachusetts
  business trust. The Growth Portfolio and Overseas Portfolio are portfolios  of
  the  Variable  Insurance  Products  Fund.  The  Asset  Manager  Portfolio  and
  Contrafund Portfolio is a  portfolio of the  Variable Insurance Products  Fund
  II.  Each Fund continually  issues an unlimited number  of full and fractional
  shares of beneficial interest in the Fund.
    
 
                                       28
<PAGE>
    The investment objectives of each of the Funds are as follows:
 
   
HARTFORD FUNDS
    
 
    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 (the "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").
 
    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.
 
   
* "STANDARD & POOR'S", "S&P", "S&P 500", "STANDARD & POOR'S 500", 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.
    
 
                                       29
<PAGE>
   
    CALVERT RESPONSIBLY INVESTED BALANCED FUND (CALVERT RESPONSIBLY INVESTED
    BALANCED PORTFOLIO 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.
    
 
   
TCI FUNDS
    
 
   
    TCI PORTFOLIOS, INC. TCI ADVANTAGE
    
 
   
    To seek capital  growth over time  by investing primarily  in common  stocks
  that  are  considered by  the investment  manager to  have better-than-average
  prospects for appreciation.
    
 
   
    TCI PORTFOLIOS, INC. TCI GROWTH
    
 
   
    To provide reasonable share  price stability through  its holdings of  money
  market  securities and bonds, provide competitive rates of current income with
  government-backed securities, and  offer the potential  for long-term  returns
  higher  than  those of  fixed  income investments  through  its use  of common
  stocks.
    
 
   
FIDELITY FUNDS
    
 
   
    FIDELITY INVESTMENTS VIP II ASSET MANAGER
    
 
   
    To seek high total return with reduced risk over the long term by allocating
  its assets among stocks, bonds, and short-term fixed-income instruments.
    
 
   
    FIDELITY INVESTMENTS VIP GROWTH
    
 
   
    To seek capital  appreciation primarily through  purchase of common  stocks,
  although its investments are not restricted to any one type of security.
    
 
   
    FIDELITY INVESTMENTS VIP II CONTRAFUND
    
 
   
    To seek long term capital appreciation through purchase of equity securities
  of  domestic or  foreign companies  that are undervalued  or due  to an overly
  pessimistic appraisal by the public.
    
 
   
    FIDELITY INVESTMENTS VIP OVERSEAS
    
 
   
    To seek long  term capital  appreciation by investing  primarily in  foreign
  securities  whose  principal business  activities  are outside  of  the United
  States.
    
 
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.
    
 
   
    Shares of  the  TCI  Funds and  the  Fidelity  Funds are  offered  to  other
  unaffiliated separate accounts.
    
 
                                       30
<PAGE>
   
    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.
    
 
   
HARTFORD FUNDS
    
 
    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.  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.
    
 
   
    HIMCO  serves as investment manager  for Hartford Advisers, Hartford Capital
  Appreciation Fund, Hartford Dividend  and Growth Fund, 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.
 
   
TCI FUNDS
    
 
   
    The TCI  Funds are  managed by  Investors Research  Corporation  ("Investors
  Research"), whose principal business address is 4500 Main Street, Kansas City,
  Missouri 64111.
    
 
   
    Investors  Research has  been providing  investment advisory  and management
  services to investment companies within the Twentieth Century family of mutual
  funds and to institutional clients since 1958.
    
 
   
FIDELITY FUNDS
    
 
   
    The Fidelity Funds  are managed  by Fidelity Management  & Research  Company
  ("Fidelity  Management"), whose  principal business  address is  82 Devonshire
  Street, Boston, Massachusetts. Fidelity Management is one of America's largest
  investment management organizations. It is  composed of a number of  different
  companies,  which  provide  a  variety  of  financial  services  and products.
  Fidelity Management  is the  original Fidelity  company, founded  in 1946.  It
  provides  a number of mutual funds  and other clients with investment research
  and portfolio management services. Various Fidelity companies perform  certain
  activities  required to operate Variable  Insurance Products Fund and Variable
  Insurance Products Fund II.
    
 
                                       31
<PAGE>
DOES HARTFORD LIFE HAVE ANY INTEREST IN THE FUNDS?
 
   
    At 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.
 
   
    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 19.)  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
    
 
                                       32
<PAGE>
   
  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 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.
    
 
                                       33
<PAGE>
   
    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 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.
    
 
                                       34
<PAGE>
   
    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.
    
 
   
    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
    
 
                                       35
<PAGE>
   
  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 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 of the  appropriate
  Fund, including any of its own shares 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.
 
                                       36
<PAGE>
    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 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 Commission  under the Securities Exchange Act  of
  1934 as a Broker-Dealer and is a member of the NASD.
    
 
   
    Compensation will be paid by Hartford Life to registered representatives for
  the  sale of contracts up to a maximum of 5% of initial Contributions and .50%
  of 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 way of accounting for  debt
  and  equity securities. The principal business  address of Arthur Andersen LLP
  is One Financial Plaza, Hartford, CT 06103.
    
 
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
 
                                       37
<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 contracts issued after December 7, 1981 and prior to May 2, 1983 are
  subject to the following:
 
    No deductions  for sales  expenses is  made  at the  time of  allocation  of
  Contributions  to the contracts. A deduction of  six percent (6%) is made from
  the amount  surrendered  from any  Participant's  Individual Account  under  a
  Master  Contract during the  first (10) Participant's  Contract Years and five
  percent (5%) thereafter prior to the Annuity Commencement Date.
 
    The full value of a surrender is subject to such changes with the  provision
  that  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.
 
    No  deduction for contingent deferred sales charges will be made: (1) in the
  event of  death of  a Participant;  or (2)  if the  value of  a  Participant's
  Individual  Account is  paid out  under one  of the  available annuity options
  under the  contracts; 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.
 
    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 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.
 
                                       38
<PAGE>
   
    The  mortality undertaking  provided by  Hartford Life  under the contracts,
  assuming the selection  of one  of the  forms of  life annuities,  is to  make
  montly  Hartford  Life 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 montly Hartford Life 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 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 the 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. In the event  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
  rate 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 the Contributions when
  received, from the proceeds at surrender, or from the amount applied to effect
  an annuity at the time annuity payments commence.
 
                                       39
<PAGE>
                               TABLE OF CONTENTS
                                      FOR
                      STATEMENT OF ADDITIONAL INFORMATION
 
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- --------------------------------------------------------------------------  ----
<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>
 
                                       40
<PAGE>
This form must be completed for all tax-sheltered annuities.
 
                     SECTION 403(B)(11) ACKNOWLEDGMENT FORM
 
    The  Hartford variable annuity contract which you have recently purchased is
subject to  certain  restrictions  imposed  by  the  Tax  Reform  Act  of  1986.
Contributions  to the contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
 
        a.  attained age 59 1/2
 
        b.  terminated employment
 
        c.  died, or
 
        d.  become disabled.
 
Distributions of post December  31, 1988 contributions may  also be made if  you
have  experienced a financial hardship. Also there  may be a 10% penalty tax for
distributions made because  of financial  hardship or  separation from  service.
Also,  please be  aware that  your 403(b)  Plan may  also offer  other financial
alternatives other  than the  Hartford variable  annuity. Please  refer to  your
Plan.
 
Please complete the following and return to:
 
    Hartford Life Insurance Company
    Attn: RPVA Administration
    P.O. Box 2999
    Hartford, CT 06104-2999
 
Name of Contract Owner/Participant: ____________________________________________
Address: _______________________________________________________________________
City or Plan/School District: __________________________________________________
Date: __________________________________________________________________________
Participant No.: _______________________________________________________________
Signature: _____________________________________________________________________
<PAGE>
    To    obtain   a   Statement   of   Additional
Information, complete the form below and mail to:
 
    Hartford Life Companies
    Attn: RPVA Administration
    P.O. Box 2999
    Hartford, CT 06104-2999
 
    Please  send   a   Statement   of   Additional
Information for Separate Account DC-I and Separate
Account Two (DC-II) (Form HV-1879-10) to me at the
following address.
 
    __________________________________________
                       (name)
     __________________________________________
                      (street)
     __________________________________________
         (city/state)            (zip code)
<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
    

<PAGE>

                                  TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                     PAGE
- -------                                                                     ----
<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>

<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:
    
   
<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>
    

                           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

<TABLE>
<CAPTION>
  <S>  <C>                                               <C>
    1.  Net Investment Factor for period                    .000498
    2.  Adjustment for 4% Assumed Rate of Net
        Investment Return                                   .999892
</TABLE>


<PAGE>

                                     -3-

<TABLE>
<CAPTION>
  <S>  <C>                                               <C>
    3.  2x(1+1.000000)                                     1.000390
    4.  Annuity Unit value, beginning of period             .995995
    5.  Annuity Unit value, end of period (3x4)             .996383
</TABLE>

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



<PAGE>

                                     -4-

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

<TABLE>
<CAPTION>
                           Illustration of Annuity Payments
                           Individual Age 65, Life Annuity
                              With 120 Payments Certain
                              -------------------------
  <S>   <C>                                                        <C>
    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
</TABLE>

    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


<PAGE>

                                     -5-

    Annuity Unit value as of the date that proof of death is received by
    Hartford Life.

    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.  Under the Master Group
    contracts sold by Gardner & White, the minimum number of years is five.
    
   
    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.)


<PAGE>

                                     -6-

   
*   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 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:
    

    ($18 Annual Contract Fee)

   
Yield              3.96%
Effective Yield    4.03%
    

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:

    ($18 Annual Contract Fee)


<PAGE>

                                     -7-

   
Yield              3.66%
Effective Yield    3.73%
    

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


<PAGE>

                                     -8-

   
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 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


<PAGE>

                                     -9-

analyzed by Lipper Analytical Services as having the same investment objectives.

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.
 

<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   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...................         --                     --
  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...................     $328,307,731               --
  Hartford Dividend and Growth Fund, Inc.
   Shares     87,758,037
   Cost    $  98,018,237
   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.


<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.
 
<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   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.....................................            --              --              --      
  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......................................       $   339,277          --              --
  Fidelity VIP II Contrafund Fund
   Shares       144,097
   Cost     $ 1,968,435
   Market Value......................................            --          $ 1,985,660         --     
  Fidelity VIP Growth Fund
   Shares        75,494
   Cost     $ 2,238,863
   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.
 

<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.
 

<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.
 

<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.
 

<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.



<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.
 

<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.


<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.
 

<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.
 

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

- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                          MONEY
                                             BOND FUND     STOCK FUND   MARKET FUND
                                            SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT
                                            ------------  ------------  -----------
<S>                                         <C>           <C>           <C>
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.
 
                                       40
<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
                          --------------     ----------       --------------    ------------   -------------    ------------
                          --------------     ----------       --------------    ------------   -------------    ------------

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

<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)................ $    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*
                           -------------
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.
 

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

- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1994
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                               CALVERT
                             RESPONSIBLY
                              INVESTED       SMITH BARNEY    SMITH BARNEY
                              BALANCED           DAILY       APPRECIATION
                              PORTFOLIO      DIVIDEND FUND       FUND
                             SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT
                           ---------------   -------------   ------------
<S>                        <C>               <C>             <C>
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.
 

<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
                           --------------          ----------           ------------       ------------      --------
                           --------------          ----------           ------------       ------------      --------

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

<TABLE>
<CAPTION>
                            SMITH BARNEY
                           GOVERNMENT AND
                            AGENCIES FUND
                             SUB-ACCOUNT
                          -----------------
<S>                       <C>
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
                               -------
                               -------
</TABLE>
 
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
 

<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.
 



<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)  Incorporated by reference to Post Effective Amendment No. 9, to
              the Registration Statement File No. 33-19946, dated May 1, 1995.

         (2)  Not applicable.  Hartford Life maintains custody of all assets
              pursuant to an exemptive order granted on December 1, 1981.

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

              (b)  Form of Dealer Agreement is incorporated herein.

         (4)  Form of Variable Annuity Contract is incorporated herein.

         (5)  Form of 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

         See Exhibit 26.

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 action or proceeding, it
         also must be determined that the director or officer had no

<PAGE>

         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.  In the event that a claim for indemnification against
         such liabilities (other than the payment by the Registrant of expenses
         incurred or paid by a director, officer or controlling person of the
         Registrant in the successful defense of any action, suit or
         proceeding) is asserted by such director, officer or controlling
         person in connection with the securities being registered, the
         Registrant will, unless in the opinion of its counsel the matter has
         been settled by controlling precedent, submit to a court of
         appropriate jurisdiction the question whether such indemnification by
         it is against public policy as expressed in the Act and will be
         governed by the final adjudication of such issue.

Item 29. Principal Underwriters

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

              Hartford Life Insurance Company -
              Separate Account One

<PAGE>

              Hartford Life Insurance Company -
              Separate Account Two

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

              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

<PAGE>

(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

         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.


33-19946/19944


<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 
SEPARATE ACCOUNT TWO -
(DC VARIABLE ACCOUNT II)
      (Registrant)

*By:  /s/ John P. Ginnetti                       *By:  /s/ Lynda Godkin
    --------------------------                        -----------------------
     John P. Ginnetti, Executive Vice President            Lynda Godkin
                                                           Attorney-In-Fact
HARTFORD LIFE INSURANCE COMPANY
      (Depositor)

*By:  /s/ John P. Ginnetti
    --------------------------
     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, 1995
Raymond P. Welnicki, Senior Vice                        ---------------------
    President, Director *
Lizabeth H. Zlatkus, Vice President
    Director *

(33-19944)


<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)

<PAGE>

                               CONTRACT SPECIFICATIONS

CONTRACT OWNER                              xyz Agency

EFFECTIVE DATE                              May 1, 1983

PLACE OF DELIVERY                           Tennessee

CONTRACT NUMBER                             82000

________________________________________________________________________________

           MASTER GROUP VARIABLE ANNUITY CONTRACT - INDIVIDUALLY ALLOCATED
     HV -
FORM NUMBERS
1499,1622,1502,
1623,1504,1505,
1712,1145,

1771

                            Tax reform act contract rider

Underlying Investment:

Fixed Account                          Based on the General Account of the
                                       Company
Fixed Income Fund Account              Based on the HVA Fixed Income Fund, Inc.
Stock Fund Account                     Based on the HVA Stock Fund, Inc.
Money Market Fund Account              Based on the HVA Money Market Fund, Inc.
Government Securities Fund Account     Based on the HVA Government Securities
                                       Fund, Inc.
Advisers Fund Account                  Based on the HVA Advisers Fund, Inc.

         and such other Fund shares as shall be authorized from time to time.

<PAGE>

                               CONTRACT SPECIFICATIONS

The Termination Charge applicable to a Participant's Individual Account shall
be: 

CONTINGENT DEFERRED SALES CHARGES OR TERMINATION CHARGES:

    7%   During the first six (6) years of an individual's participation under
         the contract.
    5%   During the next six (6) years of an individual's participation under
         the contract.
    0%   Thereafter.
    0%   At the death of a Participant.
    0%   If the full value of the Participant's Individual Account is applied
         under a life annuity or a fixed period annuity for five or more years.

Up to 10% of the value of a Participant's Individual Account, on a non-
cumulative basis, may be withdrawn each Participant's Contract Year after the
first without the application of Termination Charges. 

DEDUCTION FOR ANNUAL POLICY FEE

An Annual Policy Fee deduction of $18 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 shall not apply, if in
applying the Fee, the termination value would be reduced to a value which would
be less than the total contributions to the contract on behalf of a
Participant's Individual Account.

The Annual Policy Fee shall not apply in the event of termination of the
Participant's Individual Account in the event of death of a Participant.  The
Annual Policy Fee shall not apply at the commencement of or during the Annuity
Period under a 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
accounts 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 the Separate Account.  The Company guarantees that
this will be the maximum rate or amount charged until May 1, 1984.  Thereafter,
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 $5.00 will be charged on each exchange within the contract of values to
or among the available investment alternatives provided for in the contract.

                                     ENDORSEMENTS

<PAGE>

                                  TABLE OF CONTENTS

                                                                Page

Contract Specifications                                         3

Definitions of Certain Terms                                    5

Contribution Provisions                                         6

Contract Control Provisions                                     6

General Provisions                                              7

Valuation Provisions                                            9

Termination Provisions                                          10

Settlement Provisions                                           11

Annuity Tables                                                  13

<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 4, 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.

CONTRACT OWNER - The contract will be owned by the Medical Education Trust for
the benefit of Employers who elect to participate in the Master Contract. 
Employees have a vested interest to the full extent of their participation in
the Master Contract.

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.

JOINDER AGREEMENT - An agreement executed by an employer electing to join in or
participate in a Master Contract (a "Participating Employer").

MASTER CONTRACT - An annuity contract issued to an association or group of
employers (e.g., or other employer associations) sponsoring a tax deferred
annuity plan who elect to join the Master Contract by execution of a Joinder
Agreement.

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 define any employee electing to participate in the
Qualified Plan of the Employer/Contract Owner.

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.

<PAGE>

PARTICIPANT'S EMPLOYER- An employer electing to participate in the contract by
execution of a Joinder Agreement.

PARTICIPANT'S INDIVIDUAL ACCOUNT - An account to which 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 values.

QUALIFIED PLAN - One which qualifies for special tax treatment under a
particular section of the Internal Revenue Code, such as Tax Deferred Annuity
plans for public school teachers and employees and for employees of certain tax-
exempt organizations; pension, profit-sharing plan, individual retirement
accounts or annuities and HR-10 plans for self-employed individuals.

SEPARATE ACCOUNT - A Separate Account of HVA entitled HVA-DC-VA-II under which
income, gains, losses, whether or not realized from assets allocated to such
account are, in accordance with the contracts issued with respect therto,
credited to or charged against such Separate Account without regard to the other
income, gains, or losses of HVA.

UNDERLYING SECURITY - The Funds in this contract are enumerated on Page 3.

<PAGE>

CONTRIBUTION  CONTRIBUTIONS
PROVISIONS
              During each Contract Year, the Participating Employer 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 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
              Participating Employer.  The minimum contribution which may be
              made at any time on behalf of any Participant is $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 the 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 Employer or employee, as appropriate, must specify that
              portion of a contribution on behalf of a Participant to be
              allocated to each account of the Separate Account from 0% to 100%
              in multiples of 10%, provided the minimum amount 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 Participating Employer.  With respect to a Participant's
              Individual Account, the Participating Employer may, on
              instructions from a Participant subject to contractual
              provisions, transfer monies between accounts during the
              Accumulation Period.

CONTRACT      OWNER
CONTROL
PROVISIONS    The Contract Owner on behalf of Participating Employers 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

              A Participant may direct the beneficiary to whom any death
              benefit from a Participant's Individual Account will be payable.


              ASSIGNMENT

              This Master Contract may not be assigned.
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

<PAGE>

              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 and
              Participating Employers the benefit of, any federal or state
              statutes or any rules or regulation 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 times 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 of the Company.

              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 twelve-month
              period.  Effective with a change to paid-up status, no further
              contribution 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 or sex 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 amounts
              becoming payable.

<PAGE>

              REPORTS TO THE CONTRACT OWNER AND PARTICIPATING EMPLOYERS

              During the Accumulation Period, the Company will, at the end of
              each calendar year, transmit to the Contract Owner and each
              Participating Employer a written statement of account showing the
              total value of  all Separate Account interests held in each
              Participant's Individual Account under this contract.

GENERAL
PROVISIONS    VOTING RIGHTS
(CONTINUED)
              The Company shall cause the Contract Owner and each Participating
              Employer to be advised of any Hartford Fund shareholders'
              meetings or of the shareholders' meetings of any other Fund the
              shares of which may be held under this contract at which the
              shares held may be voted and shall also cause proxy materials and
              a form of instruction by means of which the Contract Owner and
              Participating Employer can instruct the Company with respect to
              the voting of the Fund shares held for the Participating
              Employer's Account.  Every Participating Employee under a Master
              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 the contract.

              In connection with the voting of Fund shares held by it, the
              Company shall arrange for the handling and tallying of proxies
              received from the Participating Employers.  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
              and Participating Employers.  If a Participating Employer desires
              to attend any meeting at which the Fund shares held for the
              Participating Employer's benefit may be voted, the Participating
              Employer 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 Participating Employer's
              account.  In the event that the Participating Employer 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
              from other Participating Employers.

              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 and Participating Employers will furnish any
              information which the Company may reasonably require in order to
              administer this contract.  If the Contract Owner or Participating
              Employer 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 each Participating Employer for each
              Participant an individual certificate which evidences that
              contributions are to be made on behalf of that Participant under
              this contract by the Participating Employer.

<PAGE>

              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     NET CONTRIBUTIONS 
PROVISIONS

              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 Separate Account (determined in
              accordance with the Account allocation percentages elected) is
              applied to provide 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 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 net investment rate for each account in the Separate Account
              for any day is equal to the gross investment rate for that
              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 4.  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 1.000000
              plus the net investment rate for that account.

<PAGE>

              ACCUMULATION UNIT VALUE

              The value of an Accumulation Unit for Accounts in the Separate
              Account were 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 Accounts in the Separate Account
              were initially established and for each Account and the value for
              any date 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 4, will be deducted from each Participant's Individual
              Account on the last day of the Participant's Contract Year or on
              the date of 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 Participating
              Employer 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 Policy Fee as described on Page 4, and
                   (c) any applicable Contingent Deferred Sales Charges as set
                   forth on page 4.

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

              TRANSFER OR RE-ALLOCATION OF CONTRACT VALUES WITHIN THE CONTRACT

              Variable contract values may be re-allocated between accounts
              within the Separate Account.  A Transfer Fee, as described on
              Page 4, shall be charged against each such transfer which takes
              place within each Participant's Individual Account.

              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.

<PAGE>

              PAYMENT OF TERMINATION VALUE

              When all or any part of the Separate Account termination value of
              a Participant's Individual Account is taken 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.     

              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. 
              Provision is made for both variable and fixed dollar annuity
              payments.


              The Participant's may elect to have the value of a Participant's
              Individual Account applied on the Annuity Commencement Date under
              any 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 on 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, Beneficiary 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 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.

SETTLEMENT    ALLOCATION OF ANNUITY
PROVISIONS
(CONTINUED)
              At the time election of one of the annuity options is made, the
              Participant, 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 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

<PAGE>

              "Valuation Provisions."

              The dollar amount of the second and subsequent variable annuity
              payments is not predetermined and may decrease or increase from
              month to month.  The actual amount of each variable annuity
              payment after the first is determined 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 Beneficiary 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 Beneficiary
              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 beneficiary designated by the Participant.

              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 designated Beneficiary
              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
              will be the rate that is used by the Company to determine the
              amount of each certain payment.  The Annuity Unit value upon 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 60, 120, 180 or 240 Monthly
              Payments Certain - An annuity providing monthly income to the
              payee for a fixed period of 60 months, 120 months, 180 months, or
              240 months (as selected), and for as long thereafter as the payee

<PAGE>

              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 (a) 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 5 to 30 years. 

              Other Options may be made available by the Company.

              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 and sex of the payee at the time
              the first payment is due.  Under the Fourth Option, the amount of
              each payment will depend upon the sex of both payees, and their
              ages at the time first payment is due.

              The Tables for the First, Second, Third and Fourth Options are
              based on the 1971 Individual Annuity Mortality Table 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>

                               Payee
Payee's            Monthly Payments Guaranteed                          Unit
Age          None           120            180             240         Refund
- -------      ----           ---            ---             ---         ------
<S>         <C>             <C>           <C>            <C>           <C>  
35          $ 4.14          $4.13         $4.10          $4.08         $4.08
40            4.37           4.35          4.30           4.26          4.27
45            4.66           4.62          4.55           4.48          4.49
50            5.03           4.96          4.84           4.73          4.77
51            5.11           5.03          4.91           4.78          4.83
52            5.20           5.11          4.98           4.84          4.90
53            5.29           5.19          5.05           4.89          4.97
54            5.39           5.28          5.12           4.95          5.04
55            5.50           5.37          5.19           5.01          5.11
56            5.60           5.46          5.27           5.06          5.19
57            5.72           5.56          5.35           5.12          5.27
58            5.84           5.66          5.43           5.18          5.36
59            5.96           5.76          5.51           5.24          5.45
60            6.10           5.87          5.60           5.30          5.55
61            6.24           5.99          5.69           5.36          5.65
62            6.39           6.11          5.78           5.42          5.76
63            6.56           6.24          5.87           5.48          5.88
64            6.73           6.37          5.97           5.53          5.99
65            6.92           6.51          6.06           5.59          6.12
66            7.12           6.66          6.16           5.64          6.25
67            7.33           6.81          6.26           5.69          6.40
68            7.56           6.97          6.35           5.73          6.54
69            7.81           7.13          6.45           5.78          6.70
70            8.08           7.30          6.54           5.81          6.88
75            9.76           8.19          6.95           5.95          7.88
80           12.26           9.06          7.22           6.00          9.29

</TABLE>

<PAGE>

FOURTH OPTION - JOINT AND LAST SURVIVOR ANNUITY

<TABLE>
<CAPTION>

                                   Age of Second Payee
First                             ---------------------
Payee's
Age   35    40      45      50     55    60     65      70     75     80
- ---   --    --      --      --     --    --     --      --     --     --
<S>  <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
35   $3.71  $3.77  $3.83  $3.94  $3.98  $4.02  $4.05  $4.09  $4.11  $4.12
40    3.75   3.82   3.90   4.04   4.10   4.16   4.20   4.27   4.30   4.31
45    3.78   3.87   3.96   4.15   4.23   4.31   4.38   4.48   4.52   4.54
50    3.83   3.94   4.07   4.35   4.50   4.64   4.77   4.99   5.07   5.12
55    3.85   3.97   4.11   4.44   4.63   4.81   4.99   5.30   5.42   5.50
60    3.86   3.99   4.14   4.52   4.74   4.97   5.21   5.65   5.82   5.95
65    3.87   4.01   4.17   4.58   4.84   5.12   5.42   6.04   6.30   6.50
70    3.89   4.03   4.21   4.67   4.98   5.34   5.78   6.85   7.40   7.88
75    3.89   4.04   4.22   4.70   5.02   5.42   5.91   7.21   7.96   8.67
80    3.90   4.04   4.23   4.72   5.06   5.47   6.00   7.51   8.46   9.46

</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
                   8        12.12    13        8.17       18        6.44      23        5.49      28       4.90
                   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>

                                                                (Title)
TAX REFORM ACT
CONTRACT RIDER

This Rider is issued as part of the contract to which it is attached and is
intended to assure that certificates issued under the contract are treated as
annuity contracts for Federal Tax purposes pursuant to the Tax Reform Act of
1984.  For Certificates issued on or after January 18, 1985 the following
language replaces the section entitled "Death of Participant or Beneficiary";

DEATH OF ANNUITANT OR PARTICIPANT

In the event the Annuitant or Participant dies before the Annuity Commencement
Date, the Beneficiary will receive the value of the Participant's Individual
Account on the date of receipt of Due Proof of Death at the Offices of the
Company except that if upon death prior to the Annuity Commencement Date the
Annuitant had not attained his 65th birthday, the Beneficiary will receive the
greater of the then value of the Participant's Individual Account or 100% of all
contributions made on behalf of the 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 provided, however, that, in the event of
the Participant's death, any settlement option must provide that any separate
amount payable as a death benefit will be distributed within five years of the
date of death or, if the benefit is payable over a period not extending beyond
the life expectancy of the Beneficiary or over the life of the Beneficiary, such
distribution must commence within one year of the date of death. 
Notwithstanding the previous sentence, if the Beneficiary is the spouse of the
Participant and the Annuitant is living, such spouse may elect, in lieu of
receiving the death benefit, to be treated as the Participant.

When payment is taken in one sum, 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, or any then remaining balance of
proceeds under the Fifth Option, will be paid in one sum to the Beneficiary
unless other provisions shall have been made and approved by the Company
provided, however, if the Annuitant was also the Participant, any settlement
option must provide that any amount payable as a death benefit will be
distributed within five years of the date of death or, if the benefit is payable
over a period not extending beyond the life expectancy of the Beneficiary or
over the life of the Beneficiary, such distribution must commence within one
year of the date of death.  In the case of the Separate Account calculations,
for such present value of the guaranteed number of payments remaining the
Company will assume a net investment rate of 4% per annum.  In the case of the
General Account the net investment rate assumed will be the rate 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.  An optional assumed net investment rate of 5%
per anum is also available.

Signed for the HARTFORD LIFE INSURANCE COMPANY





    John P. Ginnetti, SECRETARY              R. Fred Richardson, PRESIDENT

<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
                                                   ----------------------------

<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. 33-19946

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. 33-19946 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>                               58,894,426
<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>                             5,644,881,615
<DIVIDEND-INCOME>                          137,515,595
<INTEREST-INCOME>                                    0
<OTHER-INCOME>                              85,404,491
<EXPENSES-NET>                              59,303,381
<NET-INVESTMENT-INCOME>                     88,212,304
<REALIZED-GAINS-CURRENT>                     6,207,978
<APPREC-INCREASE-CURRENT>                  885,550,110
<NET-CHANGE-FROM-OPS>                    1,085,374,881
<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>


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