HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II, 485APOS, 2000-02-15

HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT TWO DC VAR AC II
485APOS, 2000-02-15

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As filed with the Securities and Exchange Commission on February 15, 2000

File No. 33-59541
811-4732
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. 5 [X]
------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 139 [X]

HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO
(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) 843-5445
(Depositor's Telephone Number, Including Area Code)

CHRISTOPHER M. GRINNELL, ESQ.
HARTFORD LIFE, INC.
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
-----
on pursuant to paragraph (b) of Rule 485
-----
60 days after filing pursuant to paragraph (a)(1) of Rule 485
-----
X on May 1, 2000 pursuant to paragraph (a)(1) of Rule 485
-----
this post-effective amendment designates a new
----- effective date for a previously filed post-effective
amendment.

PURSUANT TO RULE 24F-2(a)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES.
<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)

N-4 Item No. Prospectus Heading
- --------------------------------------------- ------------------------------------------
<S> <C>

PART A -

1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Accumulation Unit Values

5. General Description of Registrant, The Separate Accounts; Hartford Life
Depositor, and Portfolio Companies Insurance Company and The Funds

6. Deductions Contract Charges

7. General Description of Variable Contracts Death Benefits and Settlement Provisions

8. Annuity Period Settlement Provisions

9. Death Benefit Death Benefits

10. Purchases and Contract Value The Contracts

11. Redemptions Settlement Provisions

12. Taxes Federal Tax Considerations

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

14. Table of Contents of the Statement Table of Contents of the Statement
of Additional Information of Additional Information
<PAGE>
(PART B)

15. Cover Page Cover Page

16. Table of Contents Table of Contents

17. General Information and History Introduction

18. Services None

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Performance Data Calculation of Yield and Return

22. Annuity Payments Annuity Benefits

23. Financial Statements Financial Statements

PART C

24. Financial Statements and Financial Statements and
Exhibits Exhibits

25. Directors and Officers of the Directors and Officers of the
Depositor Depositor

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

27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

30. Location of Accounts and Records Location of Accounts and Records

31. Management Services Management Services

32. Undertakings Undertakings
</TABLE>
<PAGE>

HARTFORD
LIFE INSURANCE COMPANY
TAX SHELTERED ANNUITY/INDIVIDUAL RETIREMENT ANNUITY
[LOGO]
ISSUED BY HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO (DC-II)

This Prospectus sets forth information you should know before you purchase
or become a Participant under the group variable annuity contract (the
"Contract" or "Contracts"). Please read it carefully.

Hartford Life Insurance Company issues the Contracts for use in (a)
annuity purchase plans adopted according to section 403(b) of the Internal
Revenue Code by public school systems and certain tax-exempt organizations
described in section 501(c)(3) of the Code, (b) employee pension plans
established for employees of a state, or an agency or instrumentality of
either a state or a political subdivision of a state, and Individual
Retirement Annuity plans adopted according to section 408 of the Code.

We hold Contributions in a Separate Account known as Hartford Life Insurance
Company Separate Account Two (DC-II) during the period before Annuity payments
start and during the period after Annuity payments start.

The Contracts may contain a General Account option. The General Account
option may contain restrictions. The General Account option and these
restrictions are not described in this Prospectus. The General Account option
is not required to be registered with the Securities and Exchange Commission.

We allocate the Contributions to the "Sub-Accounts" as directed by the
Contract Owner or Participant, as applicable. Sub-Accounts are divisions of a
Separate Account. The following Sub-Accounts are available under the
Contracts. Also listed is the name of the underlying Fund for each
Sub-Account.

- Hartford Advisers HLS Sub-Account which purchases shares of Class IA of
Hartford Advisers HLS Fund, Inc.

- Hartford Bond HLS Sub-Account which purchases shares of Class IA of
Hartford Bond HLS Fund, Inc.

- Hartford Capital Appreciation HLS Sub-Account which purchases shares of
Class IA of Hartford Capital Appreciation HLS Fund, Inc.

- Hartford Dividend and Growth HLS Sub-Account which purchases shares of
Class IA of Hartford Dividend and Growth HLS Fund, Inc.

- Hartford Index HLS Sub-Account which purchases shares of Class IA of
Hartford Index HLS Fund, Inc.

- Hartford International Opportunities HLS Sub-Account which purchases
shares of Class IA of Hartford International Opportunities HLS Fund,
Inc.

- Hartford Money Market HLS Sub-Account which purchases shares of Class IA
of Hartford Money Market HLS Fund, Inc.

- Hartford Mortgage Securities HLS Sub-Account which purchases shares of
Class IA of Hartford Mortgage Securities HLS Fund, Inc.

- Hartford Stock HLS Sub-Account which purchases shares of Class IA of
Hartford Stock HLS Fund, Inc.

- Calvert Social Balanced Sub-Account which purchases shares of Calvert
Social Balanced Portfolio Series of Calvert Variable Series, Inc.

- American Century VP Capital Appreciation Sub-Account which purchases
shares of American Century Variable Portfolios Inc. American Century VP
Capital Appreciation

- Fidelity VIP II Asset Manager Sub-Account which purchases shares of
Fidelity's Variable Insurance Products Fund II ("VIP II") Asset Manager
Portfolio
<PAGE>
- Fidelity VIP II Contrafund Sub-Account which purchases shares of
Fidelity's Variable Insurance Products Fund II ("VIP II") Contrafund
Portfolio

- Fidelity VIP Growth Sub-Account which purchases shares of Fidelity's
Variable Insurance Products Fund ("VIP") Growth Portfolio

- Fidelity VIP Overseas Sub-Account which purchases shares of Fidelity's
Variable Insurance Products Fund ("VIP") Overseas Portfolio

If you decide to become a Contract Owner or a Participant, you should keep
this Prospectus for your records. You can also call us at 1-800-771-3051 to
get a Statement of Additional Information, free of charge. The Statement of
Additional Information contains more information about the Contract and, like
this Prospectus, is filed with the Securities and Exchange Commission. We have
included a Table of Contents for the Statement of Additional Information at
the end of this Prospectus.

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

This Prospectus and the Statement of Additional Information can also be
obtained from the Securities and Exchange Commissions' website
(HTTP://WWW.SEC.GOV).

This group variable annuity contract IS NOT:

- A bank deposit or obligation

- Federally insured

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

Prospectus Dated: May 1, 2000
Statement of Additional Information Dated: May 1, 2000

<PAGE>
TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION PAGE
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<S> <C>
GLOSSARY OF SPECIAL TERMS............................................... 4
FEE TABLE............................................................... 6
SUMMARY................................................................. 8
ACCUMULATION UNIT VALUES................................................ 10
PERFORMANCE RELATED INFORMATION......................................... 13
HARTFORD LIFE INSURANCE COMPANY......................................... 14
THE SEPARATE ACCOUNT.................................................... 14
THE FUNDS............................................................... 14
GENERAL ACCOUNT OPTION.................................................. 18
CONTRACT CHARGES........................................................ 18
Sales Charge.......................................................... 18
Annual Maintenance Fee................................................ 19
Is there ever a time when the Sales Charge or Annual Maintenance Fee
do not apply?........................................................ 19
Mortality, Expense Risk and Administrative Charge..................... 19
Premium Taxes......................................................... 20
Transfer Fee.......................................................... 20
Experience Rating under the Contracts................................. 20
Negotiated Charges and Fees........................................... 20
Charges of the Funds.................................................. 20
Plan Related Expenses................................................. 20
THE CONTRACTS........................................................... 21
The Contracts Offered................................................. 21
Assignments........................................................... 21
Pricing and Crediting of Contributions................................ 21
May I make changes in the amounts of my Contribution?................. 21
May I transfer assets between the Sub-Accounts?....................... 21
Dollar Cost Averaging................................................. 22
May I request a loan from my Participant Account?..................... 22
How do I know what my Participant Account is worth?................... 23
How are the underlying Fund shares valued?............................ 24
DEATH BENEFITS.......................................................... 24
Determination of the Beneficiary...................................... 24
Death before the Annuity Commencement Date............................ 24
Death on or after the Annuity Commencement Date....................... 24
SETTLEMENT PROVISIONS................................................... 25
Can payment of the Surrender value ever be postponed beyond the
seven-day period?.................................................... 25
May I Surrender once Annuity Payments have started?................... 26
How do I elect an Annuity Commencement Date and Annuity payment
option?.............................................................. 26
What is the minimum amount that I may select for an Annuity
payment?............................................................. 26
How are Contributions made to establish an Annuity Account?........... 26
Can a Contract be suspended by a Contract Owner?...................... 26
Annuity Payment Options............................................... 26
Systematic Withdrawal Option.......................................... 27
How are Variable Annuity payments determined?......................... 28
FEDERAL TAX CONSIDERATIONS.............................................. 29
A. General............................................................ 29
B. Hartford and DC-II................................................. 29
C. Information Regarding Tax-Qualified Retirement Plans............... 29
D. Diversification of the Separate Account............................ 33
E. Ownership of the Assets of the Separate Account.................... 33
F. Contracts Owned by Non-Natural Persons............................. 34
G. Annuity Purchases by Nonresident Aliens and Foreign Corporations... 34
MORE INFORMATION........................................................ 34
Can a Contract be modified?........................................... 34
Can Hartford waive any rights under a Contract?....................... 35
How are the Contracts sold?........................................... 35
Who is the custodian of the Separate Account's assets?................ 35
Are there any material legal proceedings affecting the Separate
Account?............................................................. 35
Are you relying on any experts as to any portion of this
Prospectus?.......................................................... 36
How may I get additional information?................................. 36
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION............... 37
</TABLE>

3
<PAGE>
GLOSSARY OF SPECIAL TERMS

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

ACCUMULATION UNIT: A unit of measure used to calculate Separate Account values
before we begin to make Annuity payments to you.

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

ANNUAL MAINTENANCE FEE: An annual charge for establishing and maintaining a
Participant's Account under a Contract.

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

ANNUITANT'S ACCOUNT: An account established at the beginning of the Annuity
Period for making Annuity payments under the Contracts.

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

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

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

ANNUITY UNIT: A unit of measure in the Separate Account used to calculate the
value of Variable Annuity payments we make to you.

BENEFICIARY: The person or persons 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 beginning with the effective date of the
Contract or with any anniversary of the effective date.

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

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

DC-II: Our Separate Account, Hartford Life Insurance
Company Separate Account Two.

EMPLOYER: An employer maintaining a Tax Sheltered Annuity plan or an Individual
Retirement Annuity 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.

GENERAL ACCOUNT: Our General Account that consists of all of our company assets
other than those allocated to our separate accounts.

HARTFORD, WE OR US: Hartford Life Insurance Company.

INDIVIDUAL RETIREMENT ANNUITY: An Annuity Contract purchased or sponsored by an
Employer on behalf of its employees that provides for special tax treatment
under section 408 of the Code.

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

PARTICIPANT (ALSO, "YOU"): Any employee of an Employer electing to participate
in a Contract.

PARTICIPANT ACCOUNT: An account to which the General Account values and the
Separate Account Accumulation Units are allocated on behalf of Participant under
a Contract.

4
<PAGE>
PARTICIPANT'S CONTRACT YEAR: A period of twelve (12) months beginning with the
Date of Coverage of a Participant and each successive 12-month period.

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

SURRENDER: Any partial or complete withdrawal of Contract values.

TAX SHELTERED ANNUITY (ALSO "TAX DEFERRED ANNUITY"): An Annuity Contract
purchased by an Employer on behalf of its employees that qualifies for special
tax treatment under section 403(b) of the Code.

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 (generally 4:00 p.m. Eastern Time).

VALUATION PERIOD: The period between the close of business on 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.

5
<PAGE>

FEE TABLE
Contract Owner Transaction Expenses

<TABLE>
<S> <C>
Sales Load on Imposed Purchases (as a percentage of premium
payments)....................................................... None
Transfer Fee...................................................... $ 5*
Contingent Deferred Sales Charge (as a percentage of amounts
surrendered)(1).................................................
During the First through Fifth Year........................... 5%
During the Sixth Year......................................... 4%
During the Seventh Year....................................... 3%
During the Eighth Year........................................ 2%
During the Ninth Year......................................... 1%
During the Tenth Year and thereafter.......................... 0%
Annual Maintenance Fee(2)......................................... $30.00

Separate Account Annual Expenses (as a percentage of average daily
Sub-Account value)
Mortality and Expense Risk (DC II) 1.250%
</TABLE>

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* Currently we do not charge the $5 Transfer Fee.

We may eliminate or change the Transfer Fee, Contingent Deferred Sales
Charge, Mortality and Expense Risk Charge and Annual Maintenance Fee. See
"Experience Rating Under the Contracts" and "Negotiated Charges and Fees". We
may also deduct a charge for Premium Taxes at the time of Surrender.

(1) Each Participant Account has its own Contingent Deferred Sales Charge
schedule. The amount of the Contingent Deferred Sales Charge depends on
the number of Participant's Contract Years completed with respect to the
Participant's Account before the Surrender. See "Contract Charges".

(2) The Annual Maintenance Fee is a single $30 charge on a Participant's
Individual Account. It is deducted proportionally from the investment
options in use at the time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We deduct Premium Taxes that apply.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The
Annual Maintenance Fee has been reflected in the Examples by a method
intended to show the "average" impact of the Annual Maintenance Fee on an
investment in the Separate Account. We do this by approximating an "average"
0.11% annual charge.

Annual Fund Operating Expenses
As of the Fund's Year End
(As a percentage of net assets)

<TABLE>
<CAPTION>
TOTAL FUND
OPERATING
MANAGEMENT OTHER EXPENSES
FEES EXPENSES INCLUDING
INCLUDING INCLUDING ANY WAIVERS
ANY ANY AND ANY
WAIVERS REIMBURSEMENT REIMBURSEMENTS
---------- ------------- --------------
<S> <C> <C> <C>
Hartford Bond HLS Fund.......................... 0.482% 0.021% 0.503%
Hartford Stock HLS Fund......................... 0.439% 0.018% 0.457%
Hartford Money Market HLS Fund.................. 0.433% 0.015% 0.448%
Hartford Advisers HLS Fund...................... 0.616% 0.018% 0.634%
Hartford Capital Appreciation HLS Fund.......... 0.623% 0.019% 0.642%
Hartford Mortgage Securities HLS Fund........... 0.432% 0.030% 0.462%
Hartford Index HLS Fund......................... 0.382% 0.019% 0.401%
Hartford International Opportunities HLS Fund... 0.681% 0.090% 0.771%
Calvert Social Balanced Portfolio(1)............ 0.700% 0.180% 0.880%
Hartford Dividend and Growth HLS Fund........... 0.641% 0.018% 0.659%
American Century VP Capital Appreciation Fund... 1.000% 0.000% 1.000%
Fidelity VIP Growth Portfolio(2)................ 0.590% 0.070% 0.660%
Fidelity VIP Overseas Portfolio(2).............. 0.740% 0.150% 0.890%
Fidelity VIP II Contrafund Portfolio(2)......... 0.590% 0.070% 0.660%
Fidelity VIP II Asset Manager Portfolio(2)...... 0.540% 0.090% 0.630%
</TABLE>

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(1) The figures above for the Calvert Social Balanced Portfolio reflect expenses
for fiscal year 1998, and have been restated to reflect the elimination of
the performance adjustment for the Portfolio. This restatement includes the
addition of 0.01% to the Portfolio. "Other Expenses" reflect an indirect
fee. Net fund operating expenses after reductions for fees paid indirectly
(again, restated) would be 0.86%.

(2) A portion of the brokerage commissions that certain funds pay was used to
reduce fund expenses. In addition, certain funds, or FMR on behalf of
certain funds, have entered into arrangements with their custodian whereby
credits realized as a result of uninvested cash balances were used to reduce
custodian expenses. Including these reductions, the total operating expenses
presented in the table would have been: 0.67% for VIP Growth Portfolio;
0.90% for VIP Overseas Portfolio; 0.76% for VIP II Asset Manager Portfolio;
and 0.68 for VIP II Contrafund Portfolio.

6
<PAGE>
EXAMPLE DC-II

<TABLE>
<CAPTION>
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following 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 the assets:
SUB-ACCOUNT 1 YR. 3 YRS. 5 YRS. 10 YRS. 1 YR. 3 YRS. 5 YRS. 10 YRS. 1 YR. 3 YRS. 5 YRS. 10 YRS.
------------------------- ------ ------- ------- -------- ------ ------- ------- -------- ------ ------- ------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond HLS......... $ 71 $ 114 $ 160 $ 220 $ 18 $ 58 $ 100 $ 218 $ 19 $ 59 $ 102 $ 220
Hartford Stock HLS(1)..... 70 112 158 215 17 56 98 213 19 58 99 215
Hartford Money Market HLS. 70 112 157 214 17 56 97 212 19 57 99 214
Hartford Advisers HLS(1).. 72 118 166 234 19 62 107 232 20 63 108 234
Hartford Capital
Appreciation HLS(1)..... 72 118 167 235 19 62 108 233 21 63 109 235
Hartford Mortgage
Securities HLS.......... 70 113 158 215 18 57 98 214 19 58 99 215
Hartford Index HLS(2)..... 70 111 155 209 17 55 95 207 18 56 96 209
Hartford International
Opportunities HLS....... 73 122 173 248 21 66 114 247 22 67 116 248
Calvert Social Balanced
Portfolio............... 74 125 178 260 22 70 120 258 23 71 121 260
Hartford Dividend and
Growth HLS.............. 72 118 167 236 20 63 108 235 21 64 110 236
American Century VP
Capital Appreciation.... 73 120 170 241 20 64 111 239 21 65 112 241
Fidelity VIP Growth....... 72 118 168 237 20 63 109 235 21 64 110 237
Fidelity VIP Overseas..... 74 125 179 261 22 70 121 259 23 72 122 261
Fidelity VIP II
Contrafund.............. 72 118 168 237 20 63 109 235 21 64 110 237
Fidelity VIP II Asset
Manager................. 72 118 166 233 19 62 107 232 20 63 108 233
</TABLE>

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(1) We voluntarily reduce the charge for administrative undertakings in certain
sub-accounts in DC-II. The reduced total charge for mortality, expense risk
and administrative undertakings in these sub-accounts is as follows:
Hartford Stock HLS, 1.24%; Hartford Advisers HLS, 1.20%; and Hartford
Capital Appreciation HLS, 1.21%

(2) We voluntarily limit the applicable charge for mortality, expense risk and
administrative undertakings for the Hartford Index HLS Sub-Account so when
combined with the expenses of the underlying Fund, the total does not exceed
1.25%

7
<PAGE>
SUMMARY

WHAT ARE THE CONTRACTS?

The Contracts are group variable annuity contracts. They are issued in
connection with Employer programs allowing employee participation and special
tax treatment under section 403(b) and Section 408 of the Code.

WHAT IS THE ACCUMULATION PERIOD?

During the Accumulation Period under the Contracts, the Employer makes
Contributions to the Contracts that are used to purchase variable Separate
Account interests. Contributions allocated to purchase variable interests may,
after the deductions described in this Prospectus, be invested in selected
Sub-Accounts of DC-II.

During the Accumulation Period Participants may allocate monies held in the
Separate Account among the available Sub-Accounts of the Separate Account. There
may be restrictions under certain circumstances (see "May I transfer assets
between Sub-Accounts?").

WHAT ARE THE SALES CHARGES UNDER THE CONTRACT?

We do not deduct sales charges at the time Contributions are made to the
Contract. We deduct a contingent deferred sales charge ("Sales Charge") from
Surrenders of or from the Contract. The amount of the Sales Charge depends on
the number of Participant's Contract Years completed with respect to a
Participant's Account before the Surrender. It is a percentage of the amount
Surrendered.

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

We may reduce the amount or term of the Sales Charge (see "Experience Rating
under the Contracts" and "Negotiated Charges and Fees"). The Sales Charge will
never exceed 8.5% of aggregate Contributions to a Participant's Account.

No deduction for Sales Charges will be made in certain cases. (See "Is there
ever a time when the Sales Charge does not apply?")

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

MORTALITY, EXPENSE RISK AND ADMINISTRATIVE CHARGE: Because we assume certain
risks under the Contract, and we provide certain administrative services, we
deduct a daily charge against all Contract values held in the Separate Account
during the life of the Contract. This is the charge for Mortality, Expense Risk
and Administrative Undertakings. We deduct this charge at an annual rate of
1.25% from the average daily net assets of DC-II. The Mortality, Expense Risk
and Administrative Charge can be reduced. (See "Experience Rating under the
Contracts" and "Negotiated Charges and Fees").

ANNUAL MAINTENANCE FEE: We deduct an Annual Maintenance Fee from the value
of each Participant Account under a Contract. The maximum Annual Maintenance Fee
is $30 per year, but such fee may be reduced or waived (see "Experience Rating
under the Contracts" and "Negotiated Charges and Fees").

IS THERE A DEDUCTION FOR PREMIUM TAXES?

We deduct during the Accumulation Period and Annuity Period, as appropriate,
for the payment of any Premium Taxes levied against the Contract by a state or
other governmental entity. The range is generally up to 3.50%. (See "Contract
Charges.")

IS THERE A DEATH BENEFIT?

We will pay a Minimum Death Benefit if a Participant dies before the earlier
of (1) the Participant's 65th birthday or (2) the Annuity Commencement Date.
(See "Death Benefits.")

8
<PAGE>
PARTICIPANT ACCOUNT LOANS

You can request a loan from your Participant Account under a Tax
Sheltered Annuity. A $25 non-refundable loan processing fee will apply,
except as otherwise required by statute. You may have only one outstanding
loan at any time under the Contract. Loans must be at least $1,000. The
amount of a loan, when added together with any other loan or loans of the
Participant from all of their section 401(a) or 403(b) plans, may not exceed
the lesser of (a) 50% of your Participant Account value, or (b) $50,000,
reduced by the highest outstanding balance of any loan to you during the
12-month period ending on the day before the loan is made (see "May I request
a loan from my Participant Account"). Your Employer's plan may further
restrict the amount of your Participant Account available for a loan.
Participant Account loans may not be available in all states or may be
subject to restrictions.

WHAT IS THE ANNUITY PERIOD?

At the end of the Accumulation Period, you can allocate Contract values held
with respect to your Participant Account to establish Annuitants' Accounts to
provide Fixed and/or Variable Annuities under the Contract.

WHAT ANNUITY PAYMENT OPTIONS ARE AVAILABLE?

When you purchase an Annuity, you may choose one of the following Annuity
payment options, or receive a lump sum payment:

LIFE ANNUITY where we make monthly Annuity payments for as long as the
Annuitant lives.

- Payments under this option stop upon the death of the Annuitant, even if the
Annuitant dies after one payment.

LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN where we make
monthly payments for the life of the Annuitant with the provision that payments
will be made for a minimum of 120, 180 or 240 months, as elected. If, at the
death of the Annuitant, payments have been made for less than the minimum
elected number of months, then any remaining guaranteed monthly payments will be
paid to the Beneficiary unless other provisions have been made and approved by
us.

UNIT REFUND LIFE ANNUITY where we make monthly payments during the life of
the Annuitant and when the Annuitant dies, we pay any remaining value to the
Beneficiary. See Annuity payment Option 3 for a discussion of how the remaining
value is determined.

JOINT AND LAST SURVIVOR ANNUITY where we make monthly payments during the
joint lifetime of the Annuitant and a designated individual (called the joint
Annuitant) and then throughout the remaining lifetime of the survivor.

- 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 survivor.

- It is possible for an Annuitant and joint Annuitant to receive only one
payment in the event of the common or simultaneous death of the Annuitant
and joint Annuitant prior to the due date for the second payment.

PAYMENTS FOR A DESIGNATED PERIOD where we agree to make monthly payments for
the number of years selected. Under the Contracts, 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 unless other provisions have been made and approved by
us.

- This option does not involve life contingencies and does not provide any
mortality guarantee.

- Surrenders are subject to the limitations set forth in the contract and any
applicable contingent deferred sales charges.

UNDER ANY OF THE ANNUITY PAYMENT OPTIONS ABOVE, EXCEPT THE PAYMENTS FOR A
DESIGNATED PERIOD OPTION (ON A VARIABLE BASIS), NO SURRENDERS ARE PERMITTED
AFTER ANNUITY PAYMENTS COMMENCE.

9
<PAGE>
ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information has been derived from the audited financial
statements of the Separate Account, which have been audited by Arthur Andersen
LLP, independent public accountants, as indicated in their report with respect
thereto, and should be read in conjunction with those statements which are
included in the Statement of Additional Information, which is incorporated by
reference in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991
-------- -------- -------- ------- ------- ------- ------- -------
HARTFORD BOND HLS SUB-ACCOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(INCEPTION DATE AUGUST 25, 1982)
Accumulation Unit value at beginning of
period................................. $ 4.604 $ 4.187 $ 4.095 $ 3.500 $ 3.689 $ 3.389 $ 3.251 $ 2.827
Accumulation Unit value at end of
period................................. $ 4.917 $ 4.604 $ 4.187 $ 4.095 $ 3.500 $ 3.689 $ 3.389 $ 3.251
Number of Accumulation Units outstanding
at end of period (in thousands)........ 1,804 1,606 1,655 1,368 1,123 992 816 732
HARTFORD STOCK HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation Unit value at beginning of
period................................. $ 14.295 $ 11.017 $ 8.968 $ 6.771 $ 6.988 $ 6.188 $ 5.694 $ 4.627
Accumulation Unit value at end of
period................................. $ 18.846 $ 14.295 $ 11.017 $ 8.968 $ 6.771 $ 6.988 $ 6.188 $ 5.694
Number of Accumulation Units outstanding
at end of period (in thousands)........ 4,483 5,082 4,885 4,413 3,885 3,181 2,517 1,885
HARTFORD MONEY MARKET HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation Unit value at beginning of
period................................. $ 2.834 $ 2.725 $ 2.624 $ 2.512 $ 2.447 $ 2.407 $ 2.351 $ 2.245
Accumulation Unit value at end of
period................................. $ 2.947 $ 2.834 $ 2.725 $ 2.624 $ 2.512 $ 2.447 $ 2.407 $ 2.351
Number of Accumulation Units outstanding
at end of period (in thousands)........ $ 1,567 1,473 1,333 989 905 886 884 929
HARTFORD ADVISERS HLS SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation Unit value at beginning of
period................................. $ 5.168 $ 4.201 $ 3.647 $ 2.876 $ 2.993 $ 2.700 $ 2.524 $ 2.123
Accumulation Unit value at end of
period................................. $ 6.366 $ 5.168 $ 4.201 $ 3.647 $ 2.876 $ 2.993 $ 2.700 $ 2.524
Number of Accumulation Units outstanding
at end of period (in thousands)........ 8,737 10,299 10,505 9,212 8,279 7,023 7,323 6,220
HARTFORD CAPITAL APPRECIATION HLS
SUB-ACCOUNT
(INCEPTION DATE APRIL 2, 1984)
Accumulation Unit value at beginning of
period................................. $ 7.896 $ 6.533 $ 5.478 $ 4.257 $ 4.204 $ 3.524 $ 3.050 $ 2.004
Accumulation Unit value at end of
period................................. $ 9.001 $ 7.896 $ 6.533 $ 5.478 $ 4.257 $ 4.204 $ 3.524 $ 3.050
Number of Accumulation Units outstanding
at end of period (in thousands)........ 7,529 11,032 10,979 9,081 6,923 4,940 3,276 2,113

1990 1989
------- -------
HARTFORD BOND HLS SUB-ACCOUNT
<S> <C> <C>
(INCEPTION DATE AUGUST 25, 1982)
Accumulation Unit value at beginning of
period................................. $ 2.641 $ 2.385
Accumulation Unit value at end of
period................................. $ 2.827 $ 2.641
Number of Accumulation Units outstanding
at end of period (in thousands)........ 724 594
HARTFORD STOCK HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation Unit value at beginning of
period................................. $ 4.874 $ 3.915
Accumulation Unit value at end of
period................................. $ 4.627 $ 4.874
Number of Accumulation Units outstanding
at end of period (in thousands)........ 1,467 1,156
HARTFORD MONEY MARKET HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 29, 1982)
Accumulation Unit value at beginning of
period................................. $ 2.103 $ 1.951
Accumulation Unit value at end of
period................................. $ 2.245 $ 2.103
Number of Accumulation Units outstanding
at end of period (in thousands)........ 881 718
HARTFORD ADVISERS HLS SUB-ACCOUNT
(INCEPTION DATE MAY 2, 1983)
Accumulation Unit value at beginning of
period................................. $ 2.123 $ 1.766
Accumulation Unit value at end of
period................................. $ 2.123 $ 2.123
Number of Accumulation Units outstanding
at end of period (in thousands)........ 5,565 5,227
HARTFORD CAPITAL APPRECIATION HLS
SUB-ACCOUNT
(INCEPTION DATE APRIL 2, 1984)
Accumulation Unit value at beginning of
period................................. $ 2.278 $ 1.858
Accumulation Unit value at end of
period................................. $ 2.004 $ 2.278
Number of Accumulation Units outstanding
at end of period (in thousands)........ 1,455 1,037
</TABLE>

10
<PAGE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991
-------- -------- -------- ------- ------- ------- ------- -------
HARTFORD MORTGAGE SECURITIES HLS
SUB-ACCOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(INCEPTION DATE JANUARY 15, 1985)
Accumulation Unit value at beginning of
period................................. $ 2.606 $ 2.421 $ 2.333 $ 2.034 $ 2.093 $ 1.993 $ 1.929 $ 1.702
Accumulation Unit value at end of
period................................. $ 2.747 $ 2.606 $ 2.421 $ 2.333 $ 2.034 $ 2.093 $ 1.993 $ 1.929
Number of Accumulation Units outstanding
at end of period (in thousands)........ 891 1,035 1,141 1,149 994 942 802 736
HARTFORD INDEX HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1987)
Accumulation Unit value at beginning of
period................................. $ 3.75 $ 2.848 $ 2.353 $ 1.738 $ 1.735 $ 1.605 $ 1.522 $ 1.190
Accumulation Unit value at end of
period................................. $ 4.75 $ 3.745 $ 2.848 $ 2.353 $ 1.738 $ 1.735 $ 1.605 $ 1.522
Number of Accumulation Units outstanding
at end of period (in thousands)........ 6,393 5,415 4,378 3,153 2,376 1,862 1,437 871
CALVERT SOCIAL BALANCED PORTFOLIO
SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation Unit value at beginning of
period................................. $ 2.396 $ 2.021 $ 1.817 $ 1.417 $ 1.483 $ 1.391 $ 1.308 $ 1.138
Accumulation Unit value at end of
period................................. $ 2.750 $ 2.396 $ 2.021 $ 1.817 $ 1.417 $ 1.483 $ 1.391 $ 1.308
Number of Accumulation Units outstanding
at end of period (in thousands)........ 1,263 1,291 1,193 923 693 498 317 187
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation Unit value at beginning of
period................................. $ 1.469 $ 1.483 $ 1.329 $ 1.181 $ 1.220 $ 0.924 $ 0.979 $ 0.877
Accumulation Unit value at end of
period................................. $ 1.641 $ 1.469 $ 1.483 $ 1.329 $ 1.181 $ 1.220 $ 0.924 $ 0.979
Number of Accumulation Units outstanding
at end of period (in thousands)........ 4,166 5,864 5,996 4,520 3,640 1,495 553 220
HARTFORD DIVIDEND AND GROWTH HLS
SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. $ 1.933 $ 1.490 $ 1.223 $ 1.000 -- -- -- --
Accumulation Unit value at end of
period................................. $ 2.222 $ 1.993 $ 1.490 $ 1.223 -- -- -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ 8,150 6,877 3,874 558 -- -- -- --

1990 1989
------- -------
HARTFORD MORTGAGE SECURITIES HLS
SUB-ACCOUNT
<S> <C> <C>
(INCEPTION DATE JANUARY 15, 1985)
Accumulation Unit value at beginning of
period................................. $ 1.571 $ 1.406
Accumulation Unit value at end of
period................................. $ 1.702 $ 1.571
Number of Accumulation Units outstanding
at end of period (in thousands)........ 582 845
HARTFORD INDEX HLS SUB-ACCOUNT
(INCEPTION DATE JUNE 3, 1987)
Accumulation Unit value at beginning of
period................................. $ 1.255 $ 0.975
Accumulation Unit value at end of
period................................. $ 1.190 $ 1.255
Number of Accumulation Units outstanding
at end of period (in thousands)........ 595 275
CALVERT SOCIAL BALANCED PORTFOLIO
SUB-ACCOUNT
(INCEPTION DATE JANUARY 25, 1989)
Accumulation Unit value at beginning of
period................................. $ 1.106 $ 1.000
Accumulation Unit value at end of
period................................. $ 1.138 $ 1.106
Number of Accumulation Units outstanding
at end of period (in thousands)........ 94 18
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
SUB-ACCOUNT
(INCEPTION DATE JULY 2, 1990)
Accumulation Unit value at beginning of
period................................. $ 1.000 --
Accumulation Unit value at end of
period................................. $ 0.877 --
Number of Accumulation Units outstanding
at end of period (in thousands)........ 52 --
HARTFORD DIVIDEND AND GROWTH HLS
SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. -- --
Accumulation Unit value at end of
period................................. -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ -- --
</TABLE>

11
<PAGE>
<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------------------------------------------------
1998 1997 1996 1995 1994 1993 1992 1991
-------- -------- -------- ------- ------- ------- ------- -------
AMERICAN CENTURY VP CAPITAL APPRECIATION
SUB-ACCOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C>
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. $ 0.976 $ 1.021 $ 1.081 $ 1.000 -- -- -- --
Accumulation Unit value at end of
period................................. $ 0.943 $ 0.976 $ 1.021 $ 1.081 -- -- -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ 1,239 1,520 1,108 634 -- -- -- --
FIDELITY VIP OVERSEAS SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. $ 1.269 $ 1.152 $ 1.030 $ 1.000 -- -- -- --
Accumulation Unit value at end of
period................................. $ 1.414 $ 1.269 $ 1.152 $ 1.030 -- -- -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ 1,755 1,563 921 181 -- -- -- --
FIDELITY VIP II ASSET MANAGER
SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. $ 1.466 $ 1.230 $ 1.087 $ 1.000 -- -- -- --
Accumulation Unit value at end of
period................................. $ 1.665 $ 1.466 $ 1.230 $ 1.087 -- -- -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ 2,834 2,172 1,491 312 -- -- -- --
FIDELITY VIP II CONTRAFUND SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. $ 1.613 $ 1.316 $ 1.099 $ 1.000 -- -- -- --
Accumulation Unit value at end of
period................................. $ 2.071 $ 1.613 $ 1.316 $ 1.099 -- -- -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ 863 7,407 5,069 1,808 -- -- -- --
FIDELITY VIP GROWTH SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. $ 1.482 $ 1.215 $ 1.073 $ 1.000 -- -- -- --
Accumulation Unit value at end of
period................................. $ 2.042 $ 1.482 $ 1.215 $ 1.073 -- -- -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ 8,892 7,393 5,773 2,055 -- -- -- --

1990 1989
------- -------
AMERICAN CENTURY VP CAPITAL APPRECIATION
SUB-ACCOUNT
<S> <C> <C>
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. -- --
Accumulation Unit value at end of
period................................. -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ -- --
FIDELITY VIP OVERSEAS SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. -- --
Accumulation Unit value at end of
period................................. -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ -- --
FIDELITY VIP II ASSET MANAGER
SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. -- --
Accumulation Unit value at end of
period................................. -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ -- --
FIDELITY VIP II CONTRAFUND SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. -- --
Accumulation Unit value at end of
period................................. -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ -- --
FIDELITY VIP GROWTH SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1995)
Accumulation Unit value at beginning of
period................................. -- --
Accumulation Unit value at end of
period................................. -- --
Number of Accumulation Units outstanding
at end of period (in thousands)........ -- --
</TABLE>

12
<PAGE>
PERFORMANCE RELATED INFORMATION

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

Hartford Advisers HLS, Hartford Bond HLS, Calvert Social Balanced,
Hartford Capital Appreciation HLS, Hartford Dividend and Growth HLS, Hartford
Index HLS, Hartford International Opportunities HLS, Hartford Money Market
HLS, Hartford Mortgage Securities HLS, Hartford Stock HLS, American Century
VP Capital Appreciation, Fidelity VIP II Asset Manager, Fidelity VIP Growth,
Fidelity VIP II Contrafund, and Fidelity VIP Overseas 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 total fund
operating expenses, the contingent deferred sales charge, the highest charge
for mortality, expense risk, administrative undertakings and the highest
Annual Maintenance Fee.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT
PRE-DATE THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized
total returns are calculated by assuming that the Sub-Accounts have been in
existence for the same periods as the underlying Funds and by taking deductions
for charges equal to those currently assessed against the Sub-Accounts. This
figure will usually be calculated for one year, five years, and ten years or
other periods. Non-standardized total return figures are net of total fund
operating expenses, the actual charge for mortality, expense risk, and
administrative undertakings and do not take into account contingent deferred
sales charges and the Annual Maintenance Fee. Therefore, non-standardized total
return for a Sub-Account is higher than standardized total return for a
Sub-Account. These non-standardized returns must be accompanied by standardized
total returns.

Hartford Bond HLS and Hartford Mortgage Securities HLS Sub-Accounts may
advertise YIELD IN ADDITION TO TOTAL RETURN. The yield will be computed in
the following manner: The net investment income per unit earned during a
recent 30 day period is divided by the unit value on the last day of the
period. This figure reflects the recurring charges on the Separate Account
level including the charge for mortality, expense risk, administrative
undertakings and the Annual Maintenance Fee.

Hartford Money Market HLS Sub-Account 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 charge for mortality,
expense risk, administrative undertakings and the Annual Maintenance Fee.

The Separate Account may also disclose yield for periods prior to the date
the Separate Account commenced operations. For periods prior to the date the
Separate Account commenced operations, performance information for the
Sub-Accounts will be calculated based on the performance of the underlying Funds
and the assumption that the Separate Account was in existence for the same
periods as those of the underlying Funds, with a level of charges equal to those
currently assessed against the Sub-Accounts. No yield disclosure for periods
prior to the date of the Separate Account will be used without the yield
disclosure for periods as of the inception of the Separate Account.

We may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages and disadvantages of investing in tax-deferred
and taxable instruments, customer profiles and hypothetical purchase scenarios,
financial management and tax and retirement planning, and other investment
alternatives, including comparisons between the Contracts and the
characteristics of and market for such alternatives.

13
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company is a stock life insurance company engaged in
the business of writing life insurance, both individual and group, in all states
of the United States and the District of Columbia. We were originally
incorporated under the laws of Massachusetts on June 5, 1902, and subsequently
redomiciled to Connecticut. Our offices are located in Simsbury, Connecticut;
however, our mailing address is P.O. Box 1583, Hartford, CT 06144-1583. We are
ultimately controlled by The Hartford Financial Services Group, Inc., one of the
largest financial service providers in the United States.

HARTFORD'S RATINGS

<TABLE>
<CAPTION>
EFFECTIVE DATE OF
RATING AGENCY RATING RATING BASIS OF RATING
- ---------------------------------- ----------------------- ------------ ----------------------------
<S> <C> <C> <C>
A.M. Best and Company, Inc. 1/1/99 A+ Financial performance
Standard & Poor's 6/1/98 AA Insurer financial strength
Duff & Phelps 12/21/98 AA+ Claims paying ability
</TABLE>

THE SEPARATE ACCOUNT

The Separate Account ("DC-II") is where we set aside and invest assets of
some of our annuity contracts, including this Contract. The assets of DC-II were
transferred from Hartford Variable Annuity Life Insurance Company Separate
Account DC-II on December 31, 1987.

The Separate Account is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
by the Commission of the management or the investment practices of the Separate
Account or Hartford. The Separate Account meets the definition of "separate
account" under federal securities law. The Separate Account holds only assets
for variable annuity contracts. The Separate Account:

- Holds assets for the benefit of Participants and Contract Owners, and the
persons entitled to the payments described in the Contract.

- Is not subject to the liabilities arising out of any other business
Hartford may conduct.

- Is not affected by the rate of return of Hartford's General Account or by
the investment performance of any of Hartford's other separate accounts.

- May be subject to liabilities from a Sub-Account of the Separate Account
that holds assets of other contracts offered by the Separate Account which
are not described in this Prospectus.

- Is credited with income and gains, and takes losses, whether or not
realized, from the assets it holds.

WE DO NOT GUARANTEE THE INVESTMENT RESULTS OF THE SEPARATE ACCOUNT. THERE IS
NO ASSURANCE THAT THE VALUE OF YOUR PARTICIPANT ACCOUNT WILL EQUAL THE TOTAL OF
THE CONTRIBUTIONS MADE TO YOUR PARTICIPANT ACCOUNT.

THE FUNDS

We sponsor and administer each Hartford HLS Fund. They are incorporated
under the laws of the State of Maryland. They are each registered with the
Securities and Exchange Commission as an open-end management investment company.
The shares of each Hartford HLS Fund have been divided into Class IA and Class
IB. Only Class IA shares are available in this Contract.

HL Investment Advisors, LLC ("HL Advisors") serves as the investment
adviser to each Hartford HLS Fund. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company, Inc.
("HIMCO"), serve as sub-investment advisors and provide day to day investment
services.

Calvert Asset Management Company, Inc. serves as investment advisor and
manages the fixed-income portion of the Calvert Social Balanced Portfolio. The
sub-advisor to the Portfolio is NCM Capital Management Group, Inc. ("NCM"). NCM
manages the equity portion of the Portfolio.

14
<PAGE>
American Century Investment Management, Inc. ("ACIM") serves as the
investment advisor to the American Century VP Funds. ACIM has been providing
investment advisory services to investment companies and institutional investors
since it was founded in 1958.

Fidelity Management & Research Company ("FMR") serves as investment adviser
to the Fidelity Funds. FMR is one of America's largest investment management
organizations. Fidelity Investments is composed of a number of different
companies, which provide a variety of financial services and products. FMR 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 may perform certain activities for Variable
Insurance Products Fund and Variable Insurance Products Fund II.

We do not guarantee the investment results of any of the underlying Funds.
Since each underlying Fund has different investment objectives, each is subject
to different risks. These risks and the Fund's expenses are more fully described
in the accompanying Fund's prospectuses and Statements of Additional
Information, which may be ordered from us. The Fund's prospectuses should be
read in conjunction with this Prospectus before investing.

THESE FUNDS MAY NOT BE AVAILABLE IN ALL STATES OR IN ALL CONTRACTS.

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

HARTFORD HLS FUNDS

HARTFORD ADVISERS HLS FUND

Seeks maximum long-term total rate of return by investing in common stocks
and other equity securities, bonds and other debt securities, and money market
instruments. Sub-advised by Wellington Management.

HARTFORD BOND HLS FUND

Seeks maximum current income consistent with preservation of capital by
investing primarily in fixed-income securities. Up to 20% of the total assets of
this Fund may be invested in debt securities rated in the highest category below
investment grade ("Ba" by Moody's Investor Services, Inc. or "BB" by Standard &
Poor's) or, if unrated, are determined to be of comparable quality by the Fund's
investment adviser. Securities rated below investment grade are commonly
referred to as "high yield-high risk securities" or "junk bonds." For more
information concerning the risks associated with investing in such securities,
please refer to the section in the accompanying prospectus for each of the
Hartford HLS Funds entitled "Hartford Bond HLS Fund, Inc. -- Investment
Policies." Sub-advised by HIMCO.

HARTFORD CAPITAL APPRECIATION HLS FUND

Seeks growth of capital by investing in equity securities selected solely on
the basis of potential for capital appreciation. Sub-advised by Wellington
Management.

HARTFORD DIVIDEND AND GROWTH HLS FUND

Seeks a high level of current income consistent with growth of capital by
investing primarily in divided paying equity securities. Sub-advised by
Wellington Management.

HARTFORD INDEX HLS FUND

Seeks to provide investment results which approximate 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.* Sub-advised by HIMCO.

* "STANDARD & POOR'S-REGISTERED TRADEMARK-", "S&P-REGISTERED TRADEMARK-", "S&P
500-REGISTERED TRADEMARK-", "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. HARTFORD INDEX HLS FUND, INC. ("INDEX
FUND") IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD & POOR'S AND
STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE ADVISABILITY OF
INVESTING IN THE INDEX FUND.

15
<PAGE>
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND

Seeks growth of capital by investing primarily in equity securities issued
by non-U.S. companies. Sub-advised by Wellington Management.

HARTFORD MORTGAGE SECURITIES HLS FUND

Seeks 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.
Sub-advised by HIMCO.

HARTFORD STOCK HLS FUND

Seeks long-term growth by investing primarily in equity securities.
Sub-advised by Wellington Management.

HARTFORD MONEY MARKET HLS FUND

Seeks maximum current income consistent with liquidity and preservation of
capital. Sub-advised by HIMCO.

CALVERT FUND

CALVERT SOCIAL BALANCED PORTFOLIO

Seeks to achieve a competitive total return through an actively managed
portfolio of stocks, bonds and money market instruments which offer income and
capital growth opportunity and which satisfy the investment and social criteria.

AMERICAN CENTURY VP FUND

AMERICAN CENTURY VARIABLE PORTFOLIOS, INC. AMERICAN CENTURY VP CAPITAL
APPRECIATION

Seeks capital growth over time by investing primarily in common stocks that
are considered by management to have better than average prospects for
appreciation.

FIDELITY FUNDS

FIDELITY VIP II ASSET MANAGER PORTFOLIO

Seeks high total return with reduced risk over the long term by allocating
its assets among stocks, bonds, and short-term money market instruments.

FIDELITY VIP GROWTH PORTFOLIO

Seeks capital appreciation primarily through purchase of common stocks.

FIDELITY VIP II CONTRAFUND PORTFOLIO

Seeks long term capital appreciation through purchase of equity securities
of domestic or foreign companies whose value FMR believes is not fully
recognized by the public.

16
<PAGE>
FIDELITY VIP OVERSEAS PORTFOLIO

Seeks long term capital appreciation by investing primarily in foreign
securities of issuers whose principal business activities are outside of the
United States.

ALL FUNDS

Hartford Advisers HLS Sub-Account was not available under Contracts
issued prior to May 2, 1983. Hartford Capital Appreciation HLS Sub-Account
was not available under Contracts issued prior to May 1, 1984. Hartford
Mortgage Securities HLS Sub-Account was not available under Contracts issued
prior to January 15, 1985. Hartford Index HLS Sub-Account was not available
under Contracts issued prior to May 1, 1987. Hartford Dividend and Growth HLS
Sub-Account was not available under Contracts issued prior to May 1, 1995.
Funds not available prior to the issue date of a Contract may be requested in
writing by the Contract Owner.

MIXED AND SHARED FUNDING: Shares of the Funds are sold to our other separate
accounts and our insurance company affiliates or other unaffiliated insurance
companies to serve as the underlying investment for both variable annuity
contracts and variable life insurance contracts, a practice known as "mixed and
shared funding." As a result, there is a possibility that a material conflict
may arise between the interests of Contract Owners, and of owners of other
contracts whose contract values are allocated to one or more of these other
separate accounts investing in any one of the Funds. In the event of any such
material conflicts, we will consider what action may be appropriate, including
removing the Fund from the Separate Account or replacing the Fund with another
Fund. There are certain risks associated with mixed and shared funding, as
disclosed in the Funds' prospectus.

VOTING RIGHTS: We are the legal owners of all Fund shares held in the
Separate Account and we have the right to vote at the Fund's shareholder
meetings. To the extent required by federal securities laws or regulations, we
will:

- Notify the Contract Owner of any Fund shareholders' meeting if the shares
held for the Contract may be voted;

- Send proxy materials and a form of instructions to the Contract Owner that
may be used to tell us how to vote the Fund shares held for the Contract;

- arrange for the handling and tallying of proxies received from Contract
Owners;

- Vote all Fund shares attributable to a Contract according to instructions
received from the Contract Owner; and

- Vote all Fund shares for which no voting instructions are received in the
same proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present
interpretation, change to permit us to vote Fund shares on our own, we may
decide to do so. Contract Owners may attend any shareholder meeting at which
shares held for their Contract may be voted.

During the Annuity Period under a Contract, the number of votes will
decrease as the assets held to fund the Annuity benefits will decrease.

SUBSTITUTION, ADDITION OR DELETION OF FUNDS, SEPARATE ACCOUNTS AND/OR
SUB-ACCOUNTS: We reserve the right, subject to any applicable 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
or as we deem appropriate. Current law requires notification to you of any such
substitution and approval of the Securities and Exchange Commission. We also
reserve the right, subject to any applicable law, to offer additional
Sub-Accounts with differing investment objectives, and to make existing
Sub-Account options unavailable under the Contracts in the future.

We 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.

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GENERAL ACCOUNT OPTION

IMPORTANT INFORMATION YOU SHOULD KNOW: THE PORTION OF THE CONTRACT RELATING
TO THE GENERAL ACCOUNT OPTION IS NOT REGISTERED UNDER THE SECURITIES ACT OF 1933
("1933 ACT") AND THE GENERAL ACCOUNT OPTION IS NOT REGISTERED AS AN INVESTMENT
COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940 ("1940 ACT"). NEITHER THE
GENERAL ACCOUNT OPTION NOR ANY INTEREST IN THE GENERAL ACCOUNT OPTION IS SUBJECT
TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT, AND THE STAFF
OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT REVIEWED THE DISCLOSURE
REGARDING THE GENERAL ACCOUNT OPTION.

The General Account option is part of our General Account that includes our
company assets.

DECLARED RATE OF INTEREST -- We credit interest on Contributions made to the
General Account at a rate we declare for any period of time that we determine.
We may change the declared interest rate from time to time at our discretion.

GUARANTEED RATE OF INTEREST -- We guarantee a minimum rate of interest. The
declared interest rate will not be less than the minimum guaranteed rate of
interest.

DISTRIBUTIONS AND TRANSFERS -- We generally process distributions and
transfers from the General Account within a reasonable period of time after we
receive a Participant request at our Administrative Office. However, under
certain conditions, transfers from the General Account may be limited or
deferred. Distributions may be subject to a contingent deferred sales charge and
may be deferred.

CONTRACT CHARGES

SALES CHARGE: The purpose of the Sales Charge is to cover expenses relating
to the sale and distribution of the Contracts, including:

- the cost of preparing sales literature,

- commissions and other compensation paid to distributing organizations and
their sales personnel, and

- other distribution related activities.

If the Sales Charge is not sufficient to cover sales and distribution
expenses, we pay those expenses from our general assets, including surplus.
Surplus might include profits resulting from unused mortality and expense risk
charges.

There is no deduction for Sales Charge at the time Contributions are made to
the Contract. The Sales Charge is deducted from Surrenders of or from the
Contract. The amount of the Sales Charge depends on the number of Participant's
Contract Years completed with respect to a Participant's Account before the
Surrender. It is a percentage of the amount Surrendered.

We may reduce the amount or term of the Sales Charge (see "Experience Rating
under the Contracts"). The Sales Charge will never exceed 8.5% of aggregate
Contributions to a Participant's Account.

When you request a full Surrender, the Sales Charge is deducted from the
amount Surrendered and the balance is paid to you.

- Example: You request a full Surrender when the value of your Participant
Account is $1,000 and the applicable Sales Charge is 5%: Your Sub-Account(s)
will be surrendered by $1,000 and you will receive $950 (i.e., the $1,000
Surrender less the 5% Sales Charge).

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If you request a partial Surrender and ask for a specific dollar amount, the
Sales Charge will be calculated on the total amount that must be withdrawn from
your Sub-Account(s) to provide you with the amount requested.

- Example: You ask for $1,000 when the applicable Sales Charge is 5%: Your
Sub-Account(s) will be reduced by $1,052.63 (i.e., a total withdrawal of
$1,052.63 made up of $52.63 in Sales Charge plus the $1,000 you requested).
The net amount of $1,000 is paid to you.

We deduct the Annual Maintenance Fee on the last business day of each
Participant's Contract Year. However, if you Surrender the value of your
Participant Account in full at any time before the last business day of your
Participant's Contract Year, we will deduct the Annual Maintenance Fee from the
proceeds of such surrender. We do not deduct the Annual Maintenance Fee during
the Annuity Period under a Contract. We deduct the Annual Maintenance Fee on a
pro rata basis from the value of the Sub-Accounts chosen with respect to a
Participant Account.

IS THERE EVER A TIME WHEN THE SALES CHARGE OR ANNUAL MAINTENANCE FEE DO NOT
APPLY?

We do not deduct the Sales Charge and Annual Maintenance Fee from a
Surrender from Participant's Account under a Contract in the event of the
Participant's:

- death,

- disability, within the meaning of Code section 72(m)(7) (provided that any
such disability would entitle the Participant to receive social security
disability benefits),

- confinement in a nursing home, provided the Participant is confined
immediately following at least 90 days of continuous confinement in a
hospital or long term care facility,

- separation from service with the Employer on or after the Participant
Contract Year 5 for Participants age 59 1/2 or older,

- financial hardship (e.g., an immediate and heavy financial need of the
Participant other than purchase of a principal residence or payment for
post-secondary education), or

- in the event that a Participant Account is paid out under one of the
available Annuity payment options under the Contracts or under the
Systematic Withdrawal Option (except that a Surrender out of Annuity
payment option 5 is subject to Sales Charges, if applicable).

Some of the foregoing events may not apply to Participants under an
Individual Retirement Annuity.

If you are otherwise eligible to make a withdrawal from your Participant
Account under the terms of your Employer's plan, you can withdraw, on a
non-cumulative basis, up to 10% of the value of your Participant Account,
without application of a Sales Charge for each Participant Contract Year after
the first Participant Contract Year. The minimum amount you can withdraw under
this provision is $250.

No deduction for the Sales Charge will apply to a transfer to a Related
Participant Directed Account Option. A "Related Participant Directed Account
Option" is a separate Participant directed investment account under a Code
section 403(b)(7) custodian account that you identify and we accept for the
purpose of participant-directed transfers of amounts from the Contract for
investment outside of the Contract. The Related Participant Directed Account
Option may not be available in all states.

MORTALITY, EXPENSE RISK AND ADMINISTRATIVE CHARGE: Because we assume certain
risks under the Contract, and we provide certain administrative services, we
deduct a daily charge against all Contract values held in the Separate Account
during the life of the Contract. This is the charge for mortality, expense risk
and administrative undertakings. We deduct this charge at an annual rate of
1.25% from the average daily net assets of the Separate Account.

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) our actual
mortality experience among Annuitants before or after the Annuity Commencement
Date or (b) our actual expenses, including certain administrative expenses, if
greater than the deductions provided for in the Contracts because of our expense
and mortality undertakings.

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There are two types of mortality risks:

- mortality risks during the Accumulation Period

- mortality risks during the Annuity Period

We take a mortality risk in the Accumulation Period because we assume the
mortality risk for the death benefit in event of the death of an Annuitant
before commencement of Annuity payments, in periods of declining value.

We take a mortality risk during the Annuity Period because we agree to make
monthly Annuity payments (determined in accordance with the 1983a Individual
Annuitant Mortality Table and other provisions contained in the Contract) to
Annuitants regardless of how long an Annuitant may live, and regardless of how
long all Annuitants as a group may live. We also assume the liability for
payment of a minimum death benefit under the Contract. These mortality
undertakings are based on our determination of expected mortality rates among
all Annuitants. If actual experience among Annuitants during the Annuity payment
period deviates from our actuarial determination of expected mortality rates
among Annuitants because, as a group, their longevity is longer than
anticipated, we must provide amounts from our general funds to fulfill our
contractual obligations. We will bear the loss in such a situation.

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

We may reduce the rate charged for the mortality, expense risk and
administrative undertakings under the Contracts (see "Experience Rating under
the Contracts"). The rate charged for the mortality, expense risk, and
administrative undertakings may be periodically increased but will not exceed
2.00% per year, provided, however, that no such increase will occur unless the
Commission first approves such increase.

PREMIUM TAXES: We deduct a charge for Premium Tax, if applicable, imposed by
state or other governmental entity. Certain states and municipalities impose a
Premium Tax, generally ranging up to 3.50%. In some cases, Premium Taxes are
deducted at the time purchase payments are made; in other cases Premium Tax is
assessed at the time of annuitization. We will pay Premium Taxes at the time
imposed under applicable law. At our sole discretion, we may deduct Premium
Taxes at the time we pay such taxes to the applicable taxing authorities, at the
time the Contract is surrendered, at the time a death benefit is paid, or at the
time a Participant annuitizes.

TRANSFER FEE: You can transfer your Participant Account values between or
among the Sub-Accounts up to 12 times per Participant Contract Year. A Transfer
Fee of $5 may apply to each transfer in excess of 12 made in a Participant
Contract Year. We do not currently charge the $5 Transfer Fee.

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

NEGOTIATED CHARGES AND FEES: The charges and fees described in this
section vary from Contract to Contract, depending on plan characteristics.
The Contract Owner can negotiate charges and fees. This flexibility allows
us and the Contract Owner to custom design a charge and fee structure that
meets the financial goals of both the Contract Owner and Hartford.

CHARGES OF THE FUNDS: The investment performance of each Fund reflects the
management fee that the Fund pays to its investment manager as well as other
operating expenses that the Fund incurs. Investment management fees are
generally daily fees computed as a percentage of a Fund's average daily net
assets as an annual rate. Please read the prospectus for each Fund for complete
details.

PLAN RELATED EXPENSES: We can agree with the Contract Owner to be directed
to deduct amounts from the assets under a Contract to pay certain administrative
expenses or other Plan related expenses including,

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but not limited to, fees to consultants, auditors and other Plan service
providers. We will deduct and pay such amounts to the Contract Owner or as
directed by the Contract Owner. We may agree to include such amounts as an
adjustment to the charge for administrative undertakings for the Separate
Account.

THE CONTRACTS

THE CONTRACTS OFFERED: The Contracts are group variable annuity contracts.
We can offer the Contracts for use in connection with Tax Sheltered Annuity
plans adopted under section 403(b) of the Code by public school systems, certain
tax-exempt organizations described in section 501(c)(3) of the Code and
including employee pension plans established for employees by a state, political
subdivision of a state, or an agency or instrumentality of either a state or
political subdivision of a state. We can also offer the Contracts in connection
with Individual Retirement Annuity plans. We issue a Contract to an Employer or
to a trustee or custodian of the Employer's plan to provide a Tax Sheltered
Annuity or Individual Retirement Annuity plan for its employees.

ASSIGNMENTS: The Contract and a Participant's interest in a Contract cannot
be assigned, transferred or pledged.

PRICING AND CREDITING OF CONTRIBUTIONS: We credit initial Contributions to
your Participant Account within two business days after we receive your properly
completed application and the initial Contribution at our Administrative Office.

If your application or other necessary information is incomplete when
received, your initial Contribution will be credited to your Participant Account
not later than two business days after the application is made complete.
However, if an incomplete application is not made complete within five business
days of its initial receipt, the Contribution will be immediately returned
unless we inform the Contract Owner of the delay and the Contract Owner tells us
not to return it.

Subsequent Contributions properly designated for your Participant Account
are priced on the Valuation Day that we receive the Contribution at our
Administrative Office.

MAY I MAKE CHANGES IN THE AMOUNTS OF MY CONTRIBUTION?

Yes. There is no minimum amount for initial Contributions or subsequent
Contributions that may be made on behalf of a Participant Account under a
Contract, 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 the
Separate Accounts. 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 us.

MAY I TRANSFER ASSETS BETWEEN SUB-ACCOUNTS?

Yes, you can transfer the values of your Sub-Account allocations from one or
more Sub-Accounts or the General Account option to one or more Sub-Accounts, the
General Account option, or any combination thereof during the Accumulation
Period. You can make these transfers and changes in allocations by:

- written request,

- by calling 1-800-771-3051, or

- where available, electronically by Internet through our web site at
http://[email protected]

Any transfers or changes will be effected as of the date we receive your request
in good order at our Administrative Office.

You can transfer your Participant Account values between or among the
Sub-Accounts or General Account option up to 12 times per Participant Contract
Year. A Transfer Fee of $5 may apply to each transfer in excess of 12 made in a
Participant Contract Year. We do not currently charge the $5 Transfer Fee.

If available under your Employer's Plan, you may also transfer amounts to a
Related Participant Directed Account Option. The Related Participant Directed
Account Option may not be available in all states.

Transfers of assets presently held in the General Account Option, or which
were held in the General Account option at any time during the preceding three
months, to any account that we determine is a competing account, are prohibited.

Similarly, transfers of assets presently held in any account during the
preceding three months, that we determine is a competing account, to the General
Account Option, are prohibited.

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In addition, we reserve the right to limit the maximum amount transferred or
distributed from the General Account option under a Participant Account to 20%
of such portion of the Participant Account held in the General Account Option in
any one Participant Contract Year.

We, or our agents and affiliates will not be responsible for losses
resulting from acting upon telephone or electronic requests reasonably
believed to be genuine. We will employ reasonable procedures to confirm that
instructions communicated by telephone or electronically are genuine. The
procedures we follow for transactions initiated by telephone include
requirements that callers provide certain information for identification
purposes. All transfer instructions by telephone are tape-recorded. Transfer
requests initiated electronically require a personal identification number.

IT IS YOUR RESPONSIBILITY TO VERIFY THE ACCURACY OF ALL CONFIRMATIONS OF
TRANSFERS AND TO PROMPTLY ADVISE US AT OUR ADMINISTRATIVE OFFICE OF ANY
INACCURACIES WITHIN 30 DAYS OF THE DATE YOU RECEIVE YOUR CONFIRMATION.

The right to reallocate Contract values is subject to modification by us if
we determine, in our sole opinion, that the exercise of that right by one or
more Participants or Contract Owners is, or would be, to the disadvantage of
other Participants or Contract Owners. Any modification could be applied to
transfers to or from some or all of the Sub-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 the Sub-Accounts by you at any one time.
SUCH RESTRICTIONS MAY BE APPLIED IN ANY MANNER REASONABLY DESIGNED TO PREVENT
ANY USE OF THE TRANSFER RIGHT WHICH WE CONSIDER TO BE TO THE DISADVANTAGE OF
OTHER CONTRACT OWNERS OR PARTICIPANTS.

DOLLAR COST AVERAGING: If, during the Accumulation Period, the portion of
your Contract values held under the General Account option is at least $5,000,
or the value of your Accumulation Units held under the Hartford Money Market
Sub-Account is at least $5,000, you may choose to have a specified dollar amount
transferred from either the General Account option or the Hartford Money Market
Sub-Account, whichever meets the applicable minimum value, to other Sub-Accounts
of the Separate Account at monthly, quarterly, semi-annual or annual intervals
("transfer intervals"). This is known as Dollar Cost Averaging. The main
objective of a Dollar Cost Averaging program is to minimize the impact of short
term price fluctuations. Since the same dollar amount is transferred to other
Sub-Accounts at set intervals, more units are purchased in a Sub-Account if the
value per unit is low and less units are purchased if the value per unit is
high. Therefore, a lower average cost per unit may be achieved over the long
term. A Dollar Cost Averaging program allows investors to take advantage of
market fluctuations. However, it is important to understand that Dollar Cost
Averaging does not assure a profit or protect against a loss in declining
markets.

The minimum amount that may be transferred to any one Sub-Account at a
transfer interval is $100. The transfer date will be the monthly, quarterly,
semi-annual or annual anniversary, as applicable, of your first transfer under
your initial Dollar Cost Averaging election. The first transfer will commence
within five (5) business days after we receive your initial election either on
an appropriate election form in good order or by telephone subject to the
telephone transfer procedures detailed above. The dollar amount will be
allocated to the Sub-Accounts that you specify, in the proportions that you
specify on the appropriate election form that we provide or over our recorded
telephone line. You may specify a maximum of five (5) Sub-Accounts. If, on any
transfer date, your General Account value or the value of your Accumulation
Units under the Hartford Money Market Sub-Account, as applicable, is less than
the amount you have elected to have transferred, your Dollar Cost Averaging
program will end. You may cancel your Dollar Cost Averaging election by sending
us a written notice at our Administrative Office or by calling one of our
representatives at 1-800-771-3051 and giving us notice on our recorded telephone
line.

MAY I REQUEST A LOAN FROM MY PARTICIPANT ACCOUNT?

During the Accumulation Period, a Participant under a Tax Sheltered Annuity
plan may request a loan from his or her Participant Account, subject to a single
$25 non-refundable loan processing fee (except as otherwise required by
statute). The loan proceeds and the loan processing fee will be deducted from
the General Account on the date that the loan proceeds are disbursed. Loans from
a Participant's Account may not be available in all states or may be subject to
restrictions. Loans are not available to Participants under an Individual
Retirement Annuity plan.

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The amount of a loan, when added together with any other loan or loans of
the Participant from all of their section 401(a) or 403(b) plans, may not exceed
the lesser of (a) 50% of the value of the Participant's Account, or (b) $50,000,
reduced by the highest outstanding balance of any loan to such Participant
during the 12-month period ending on the day before the loan is made. Your
Employer's plan may further restrict the amount of your Participant Account
available for a loan. The minimum loan amount is $1,000.

At the beginning of each calendar quarter, we will determine the interest
rate to be charged on all loans issued during such quarter. The interest rate
shall reflect current market interest rates. Loan repayments will be credited
to the General Account option under your Participant Account. Upon receipt of
each repayment, we will deduct and retain from your repayment a charge equal
to an effective annual interest charge of 2% of the outstanding loan balance.
Periodic loan repayments shall be due and payable pursuant to the terms of
the loan agreement entered into at the time you take a loan.

Prepayment of the outstanding loan balance is prohibited during the first 12
months following disbursement of the loan proceeds, except upon termination of
employment. Thereafter, a Participant may prepay the full amount of the
outstanding principal balance on the loan and any unpaid interest accrued as of
the date of the payment made by the Participant. Participants may select a
repayment term of one to five years (in 12-month increments) from the last
business day of the first month in which the loan amount is distributed. Loan
balances which remain unpaid after a specified period will be treated as a
distribution from the Participant's Account which is subject to taxation (see
"Federal Tax Considerations").

Loans will have a permanent effect on the Participant's Account because the
investment results of each Sub-Account will apply only to the amount remaining
in such Sub-Account. The longer a loan is outstanding, the greater the impact on
the Participant's Account is likely to be. Also, if not repaid, the outstanding
loan balance will reduce the death benefit otherwise payable to the Beneficiary.

HOW DO I KNOW WHAT MY PARTICIPANT ACCOUNT IS WORTH?

Your Participant Account value reflects the sum of the amounts under your
Participant Account allocated to the General Account option and the
Sub-Accounts.

There are two things that affect your Sub-Account value: (1) the number of
Accumulation Units and (2) the Accumulation Unit value. The Sub-Account value is
determined by multiplying the number of Accumulation Units by the Accumulation
Unit value. Therefore, on any Valuation Day the portion of your Participant
Account allocated to the Sub-Accounts will reflect the investment performance of
the Sub-Accounts and will fluctuate with the performance of the underlying
Funds.

Contributions made or Contract values allocated to a Sub-Account are
converted into Accumulation Units by dividing the amount of the Contribution or
allocation, minus any Premium Taxes, by the Accumulation Unit value for that
Valuation Day. The more Contributions or Contract values allocated to the
Sub-Accounts under your Participant Account, the more Accumulation Units will be
reflected under your Participant Account. You decrease the number of
Accumulation Units in a Sub-Account under your Participant Account by requesting
Surrenders, transferring money out of a Sub-Account, submitting a Death Benefit
claim or by electing an annuity payout from your Participant Account.

To determine the current Accumulation Unit value, we take the prior
Valuation Day's Accumulation Unit value and multiply it by the Net Investment
Factor for the current Valuation Day.

The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account is calculated by dividing (a) by (b) and subtracting (c) where:

(a) is the net asset value per share of each Fund held in the Sub-Account at the
end of the current Valuation Day.

(b) is the net asset value per share of each Fund held in the Sub-Account at the
end of the prior Valuation Day.

(c) is the daily factor representing the mortality and expense risk charge and
any applicable administration charge deducted from the Sub-Account, adjusted
for the number of days in the Valuation Period, and any other applicable
charge.

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We will send you a statement in each calendar quarter, that tells you how
many Accumulation Units you have, their value and your total Participant Account
value. You can also call 1-800-771-3051 to obtain your Participant Account
value.

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.

DEATH BENEFITS

DETERMINATION OF THE BENEFICIARY -- The Beneficiary is the person or persons
designated to receive payment of the death benefit upon the death of the
Participant. If no designated Beneficiary remains living at the death of the
Participant, the Participant's estate is the Beneficiary.

DEATH BEFORE THE ANNUITY COMMENCEMENT DATE:

- DEATH PRIOR TO AGE 65: If the Participant dies before the Annuity
Commencement Date or the Participant's attainment of age 65 (whichever
comes first) the Minimum Death Benefit is payable to the Beneficiary. The
Minimum Death Benefit is the greater of (a) the value of your Participant
Account determined as of the day we receive Due Proof of Death or (b) 100%
of the total Contributions made to your Participant Account, reduced by
any prior partial Surrenders or outstanding loan indebtedness. The value
of a Participant's Account on any Valuation Day before the Annuity
Commencement Date will be reduced by any applicable Premium Taxes not
already deducted.

- DEATH ON OR AFTER AGE 65: If the Participant dies before the Annuity
Commencement Date but on or after the Participant's 65th birthday, the
Beneficiary will receive the value of your Participant Account (less any
applicable Premium Taxes not already deducted) as of the Date we receive
Due Proof of Death at our Administrative Offices.

CALCULATION OF THE DEATH BENEFIT -- If the Participant dies before the
Annuity Commencement Date, the death benefit will be calculated as of the date
we receive Due Proof of Death. THE DEATH BENEFIT REMAINS INVESTED IN THE
SEPARATE ACCOUNT AND/OR GENERAL ACCOUNT OPTION ACCORDING TO YOUR LAST
INSTRUCTIONS UNTIL THE PROCEEDS ARE PAID OR WE RECEIVED NEW SETTLEMENT
INSTRUCTIONS FROM THE BENEFICIARY. DURING THE TIME PERIOD BETWEEN OUR RECEIPT OF
DUE PROOF OF DEATH AND OUR RECEIPT OF THE COMPLETED SETTLEMENT INSTRUCTIONS, THE
CALCULATED DEATH BENEFIT WILL BE SUBJECT TO MARKET FLUCTUATIONS. UPON RECEIPT OF
COMPLETE SETTLEMENT INSTRUCTIONS, WE WILL CALCULATE THE PAYABLE AMOUNT.

If the payable amount is taken in a single sum, payment will normally be
made within seven days of our receipt of completed settlement instructions.

You may apply the death benefit payment to any one of the Annuity payment
options under DC-II (see "Annuity payment options") instead of receiving the
death benefit payment in a single sum. An election to receive payment of death
benefits under an Annuity payment option must be made before a lump sum
settlement and within one year after the death by written notice to us at our
Administrative Offices. 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 on either a variable or fixed basis, or $20 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 Account after retirement (see "How
are Contributions made to establish my Annuity Account?").

DEATH ON OR AFTER THE ANNUITY COMMENCEMENT DATE: If the Annuitant dies on or
after the Annuity Commencement Date, we will make the payments described below
to the Beneficiary under the following Annuity payment options, subject to the
specific terms of those Annuity payment options:

x Life Annuity (Option 1)

x Life Annuity with 120, 180 or 240 Monthly Payments Certain (Option 2)

x Unit Refund Life Annuity (Option 3)

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x Joint and Last Survivor Life Annuity (Option 4)

x Payments for a Designated Period (Option 5)

SETTLEMENT PROVISIONS

IMPORTANT TAX INFORMATION: 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) SEPARATED FROM SERVICE, C) DIED, D) BECOME DISABLED OR E) EXPERIENCED
FINANCIAL HARDSHIP (CASH VALUE INCREASES MAY NOT BE DISTRIBUTED FOR HARDSHIPS
PRIOR TO AGE 59 1/2). DISTRIBUTIONS PRIOR TO AGE 59 1/2 DUE TO FINANCIAL
HARDSHIP OR SEPARATION FROM SERVICE MAY STILL BE SUBJECT TO A PENALTY TAX OF
10%. WE WILL NOT ASSUME ANY RESPONSIBILITY FOR 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 CONTRACT
VALUES. ANY FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE CONTINUING
TAX-QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE, SHOULD
CONSULT WITH A TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE "FEDERAL
TAX CONSIDERATIONS.")

After termination of Contributions on behalf of a Participant prior to the
selected Annuity Commencement Date for that Participant, you will have the
following options:

1. CONTINUE THE PARTICIPANT'S ACCOUNT UNDER THE CONTRACT. Under this
option, when the selected Annuity Commencement Date arrives, payments
will begin under the selected Annuity payment option. (See "Annuity
payment options.") At any time in the interim, a Participant may
surrender his or her Participant Account for a lump sum cash settlement
in accordance with 3. below.

2. TO PROVIDE ANNUITY PAYMENTS IMMEDIATELY. The values in a Participant's
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 payment option under the
Contract. (See "Annuity payment options.")

3. TO SURRENDER THE PARTICIPANT'S ACCOUNT IN A SINGLE SUM. The amount
received will be the value next computed after we receive a written
surrender request for complete surrender at our Administrative Offices,
less any applicable Sales Charge, Annual Maintenance Fee and Premium
Taxes. Payment will normally be made within seven days after we receive
the written request.

4. TO REQUEST A PARTIAL SURRENDER OF THE PARTICIPANT'S ACCOUNT. Partial
Surrenders are taken from the Sub-Account(s) that you specify. If you do
not specify the Sub-Account(s), we will take the amount out of all
applicable Sub-Account(s) on a pro rata basis. We will deduct any
applicable Sales Charges from the partial Surrender (see "Contract
Charges").

5. TO BEGIN MAKING MONTHLY, QUARTERLY, SEMI-ANNUAL OR ANNUAL WITHDRAWALS
WHILE ALLOWING YOUR PARTICIPANT ACCOUNT TO REMAIN IN THE ACCUMULATION
PERIOD. Your Participant Account remains subject to the Annual
Maintenance Fee and any fluctuations in the investment results of the
Sub-Accounts or any of the underlying investments. You may transfer the
values of your Participant Account from one or more Sub-Accounts or the
General Account option to any other Sub-Account, the General Account
option or to any combination thereof, subject to certain restrictions
(see "The Contracts"). For a more complete description of the
restrictions and limitations of this Option, see "Systematic Withdrawal
Option."

CAN PAYMENT OF THE 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.

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MAY I SURRENDER ONCE ANNUITY PAYMENTS HAVE STARTED?

Except with respect to Annuity payment option 5 (on a variable basis), once
Annuity payments have commenced for an Annuitant, no Surrender of the Annuity
benefit can be made for the purpose of receiving a partial withdrawal or a lump
sum settlement. Any Surrender out of Annuity payment option 5 will be subject to
applicable Sales Charges.

HOW DO I ELECT AN ANNUITY COMMENCEMENT DATE AND ANNUITY PAYMENT OPTION?

A Participant selects an Annuity Commencement Date (usually between the
Participant's 50th birthday and the date on which the Participant attains age
70 1/2) and an Annuity payment 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 an earlier date if prescribed by applicable law.

The Annuity Commencement Date and/or the Annuity payment 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 or
another mutually agreed upon business day.

The Contract contains five Annuity payment options that may be selected on
either a Fixed or Variable Annuity basis, or a combination thereof. If a
Participant does not elect otherwise, we reserve the right to begin Annuity
payments at age 65 under Option 2 with 120 monthly payments certain. However, we
will not assume responsibility in determining or monitoring any required minimum
distributions. (See "Federal Tax Consequences.")

WHAT IS THE MINIMUM AMOUNT THAT I MAY SELECT FOR AN ANNUITY PAYMENT?

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, we have the right to change the frequency of payment to intervals
that will result in payments of at least $20.

HOW ARE CONTRIBUTIONS MADE TO ESTABLISH AN ANNUITY ACCOUNT?

During the Annuity Period, Contract values are applied to establish
Annuitant's Accounts under the Contracts to provide Fixed or Variable Annuity
payments.

CAN A CONTRACT BE SUSPENDED BY A CONTRACT OWNER?

A Contract may be suspended by the Contract Owner by giving us written
notice at least 90 days before the effective date of the suspension at our
Administrative Office. A Contract will be suspended automatically on its
anniversary if the Contract Owner fails to assent to any modification of a
Contract. (See "Can a Contract be modified?") In this context, such
modifications would have become effective on or before that anniversary.

Upon suspension, we will continue to accept Contributions, subject to the
terms of the Contract, as such terms are applicable to Participant's Accounts
under the Contracts prior to such suspension. However, no Contributions will be
accepted on behalf of any new Participant Accounts. Annuitants at the time of
any suspension will continue to receive their Annuity payments. The suspension
of a Contract will not preclude a Contract Owner form applying existing
Participant's Accounts to the purchase of Fixed or Variable Annuity benefits.

ANNUITY PAYMENT OPTIONS:

OPTION 1: LIFE ANNUITY where we make monthly Annuity payments for as long as
the Annuitant lives.

- Payments under this option stop with the last monthly payment preceding the
death of the Annuitant, even if the Annuitant dies after one payment. This
option offers the maximum level of monthly payments of any of the other life
annuity options (Options 2-4) since there is no guarantee of a minimum
number of payments nor a provision for a death benefit payable to a
Beneficiary.

OPTION 2: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN where
we make monthly payments for the life of the Annuitant with the provision that
payments will be made for a minimum of 120, 180 or 240 months, as elected. If,
at the death of the Annuitant, payments have been made for less than the minimum
elected number of months, then any remaining guaranteed monthly payments will be
paid to the Beneficiary unless other provisions have been made and approved by
us.

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OPTION 3: UNIT REFUND LIFE ANNUITY where we make monthly payments during the
life 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 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 is determined by multiplying the
excess, if any, by the Annuity Unit value as of the date we receive Due Proof of
Death.

OPTION 4: JOINT AND LAST SURVIVOR ANNUITY where we make monthly payments
during the joint lifetime of the Annuitant and a designated individual (called
the joint Annuitant) and then throughout the remaining lifetime of the survivor,
ending with the last payment prior to the death of the survivor.

- 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 survivor.

- Under this Option 4, it would be possible for an Annuitant and joint
Annuitant to receive only one payment in the event of the common or
simultaneous death of the Annuitant and joint Annuitant prior to the due
date for the second payment.

OPTION 5: PAYMENTS FOR A DESIGNATED PERIOD where we agree to make monthly
payments for the number of years selected. Under the Contracts, 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 unless other provisions have been made and approved
by us.

- Option 5 does not involve life contingencies and does not provide any
mortality guarantee.

Surrenders are subject to the limitations set forth in the Contract and any
applicable Sales Charges. (See "Contract Charges.")

UNDER ANY OF THE ANNUITY PAYMENT OPTIONS ABOVE, EXCEPT OPTION 5 (ON A
VARIABLE BASIS), NO SURRENDERS ARE PERMITTED AFTER ANNUITY PAYMENTS COMMENCE.

OPTIONS 2 AND 5 ARE AVAILABLE ONLY IF THE GUARANTEED ANNUITY 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 US.

WE MAY OFFER OTHER ANNUITY PAYMENT OPTIONS FROM TIME TO TIME.

SYSTEMATIC WITHDRAWAL OPTION

If permitted by IRS regulations and the terms of the Employer's plan, a
Participant can make withdrawals while allowing his or her Participant Account
to remain in the Accumulation Period under the Contract. Eligibility under this
provision is limited to Participants who have terminated their employment with
the Employer and who have a minimum Individual Account balance of $10,000 at the
time they elect the Systematic Withdrawal Option ("SWO"). The maximum payment
amount is 1.5% monthly, 4.5% quarterly, 9.0% semi-annually or 18.0% annually of
the value of the Participant's Account at the time the SWO is elected. Payments
are limited to 18.0% of the Participant's Account annually. The minimum payment
amount is $100. SWO payments generally are taxable as ordinary income and, if
made prior to age 59 1/2, an IRS tax penalty may apply. Any Sales Charge
otherwise applicable is waived on SWO payments.

Participants elect the specific dollar amount to be withdrawn, the frequency
of payments (monthly, quarterly, semi-annually or annually) and the duration of
payments (either a fixed number of payments or until the Participant's Account
is depleted). The duration of payments may not extend beyond the Participant's
life expectancy as of the beginning date of SWO payments or the joint and last
survivor life expectancy of the Participant and the Participant's Beneficiary.
Participants may not elect the SWO if there is an outstanding loan amount.

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<PAGE>
A Participant can change the terms of a SWO as often as four times in each
calendar year, can terminate the SWO at any time, and can elect one of the five
available Annuity options or a partial or full lump sum withdrawal. If a partial
or full lump sum withdrawal is elected within 12 months of a SWO payment, the
contingent deferred sales charge that was previously waived, if any, will be
deducted from the Participant's Account upon withdrawal. SWO payments will be
deducted on a pro rata basis from the General Account option and each
Sub-Account to which the Participant's Account is allocated.

We are not responsible for determining a withdrawal amount that satisfies
the minimum distribution requirements under the Code. Participants may be
required to change their SWO payment amount to comply with the minimum
distribution requirements. Participants should consult a tax adviser to
determine whether the amount of their SWO payments meets IRS minimum
distribution requirements. For a discussion of the minimum distribution
requirements applicable to Participants over age 70 1/2 see, "Federal Tax
Considerations."

The SWO may only be elected pursuant to an election on a form provided by
us. Election of the SWO does not affect Participants' other rights under the
Contracts.

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?") 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.

The value of the Contract is determined as the product of the value of the
Accumulation Unit credited to each Sub-Account no earlier than 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 first monthly payment varies according to the Annuity payment option
selected. The Contract cites Annuity tables derived from the 1983a Individual
Annuitant Mortality Table with an assumed interest rate ("A.I.R.") of 4.00% per
annum. The total first monthly Annuity payment is determined by multiplying the
value (expressed in thousands of dollars) of a Sub-Account (less any applicable
Premium Taxes) by the amount of the first monthly payment per $1,000 of value
obtained from the tables in the contracts. With respect to Fixed Annuities only,
the current rate will be applied if it is higher than the rate under the tables
in the Contract.

Level Annuity payments would be provided if the net investment rate remained
constant and equal to the A.I.R. In fact, payments will vary up or down in the
proportion that the net investment rate varies up or down from the A.I.R. A
higher A.I.R. 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 not later than 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.

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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>
A. Net amount applied........................................ $ 139,782.50
B. Initial monthly income per $1,000 of payment applied...... 6.13
C. Initial monthly payment (A X B DIVIDED BY 1,000)......... $ 856.87
D. Annuity Unit Value........................................ 3.125
E. Number of monthly annuity units (C DIVIDED BY D)......... 274.198
F. Assume annuity unit value for second month equal to....... 2.897
G. Second monthly payment (F X E)............................ $ 794.35
H. Assume annuity unit value for third month equal to........ 3.415
I. Third month payment (H X E)............................... $ 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.

FEDERAL TAX CONSIDERATIONS

WHAT ARE SOME OF THE FEDERAL TAX CONSEQUENCES WHICH AFFECT THESE CONTRACTS?

A. GENERAL

Since the federal tax law is complex, the tax consequences of purchasing
this contract will vary depending on your situation. You may need tax or legal
advice to help you determine whether purchasing this contract is right for you.

Our general discussion of the tax treatment of this contract is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this contract cannot be made in the prospectus. We also do not
discuss state, municipal or other tax laws that may apply to this contract. For
detailed information, you should consult with a qualified tax adviser familiar
with your situation.

B. HARTFORD AND DC-II

DC-II is taxed as part of Hartford 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?") 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 RETIREMENT PLANS

This summary does not attempt to provide more than general information about
the federal income tax rules associated with use of a Contract by a
tax-qualified retirement plan. Because of the complexity of the federal tax
rules, owners, participants and beneficiaries are encouraged to consult their
own tax advisors as to specific tax consequences.

The federal tax rules applicable to owners of Contracts under tax-qualified
retirement plans vary according to the type of plan as well as the terms and
conditions of the plan itself. Contract owners, plan participants and
beneficiaries are cautioned that the rights and benefits of any person may be
controlled by the terms and conditions of the tax-qualified retirement plan
itself, regardless of the terms and conditions of a Contract. We are not bound
by the terms and conditions of such plans to the extent such terms conflict with
a Contract, unless we specifically consent to be bound.

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<PAGE>
Some tax-qualified retirement plans are subject to distribution and other
requirements that are not incorporated into our administrative procedures.
Contract owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions comply with applicable
law. Tax penalties may apply to transactions with respect to tax-qualified
retirement plans if applicable federal income tax rules and restrictions are not
carefully observed.

We do not currently offer the Contracts in connection with all of the types
of tax-qualified retirement plans discussed below and may not offer the
Contracts for all types of tax-qualified retirement plans in the future.

1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS

Eligible employers can establish certain tax-qualified pension and
profit-sharing plans under section 401 of the Code. Rules under section 401(k)
of the Code govern certain "cash or deferred arrangements" under such plans.
Rules under section 408(k) govern "simplified employee pensions."
Tax-qualified pension and profit-sharing plans are subject to limitations on
the amount that may be contributed, the persons who may be eligible to
participate and the time when distributions must commence. Employers intending
to use the Contracts in connection with tax-qualified pension or
profit-sharing plans should seek competent tax and other legal advice.

2. TAX SHELTERED ANNUITIES UNDER SECTION 403(b)

Public schools and certain types of charitable, educational and scientific
organizations, as specified in section 501(c)(3) of the Code, can purchase
tax-sheltered annuity contracts for their employees. Tax-deferred
contributions can be made to tax-sheltered annuity contracts under section
403(b) of the Code, subject to certain limitations. Generally, such
contributions may not exceed the lesser of $10,000 (indexed) or 20% of the
employee's "includable compensation" for such employee's most recent full year
of employment, subject to other adjustments. Special provisions under the Code
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:

- after the participating employee attains age 59 1/2;

- upon separation from service;

- upon death or disability; or

- in the case of hardship (and in the case of hardship, any income
attributable to such contributions may not be distributed).

Generally, the above restrictions do not apply to distributions attributable
to cash values or other amounts held under a section 403(b) contract as of
December 31, 1988.

3. DEFERRED COMPENSATION PLANS UNDER SECTION 457

A governmental employer or a tax-exempt employer other than a governmental
unit can establish a Deferred Compensation Plan under section 457 of the Code.
For these purposes, a "governmental employer" is a State, a political
subdivision of a State, or an agency or an instrumentality of a State or
political subdivision of a State. Employees and independent contractors
performing services for a governmental or tax-exempt employer can elect to
have contributions made to a Deferred Compensation Plan of their employer in
accordance with the employer's plan and section 457 of the Code.

Deferred Compensation Plans that meet the requirements of section 457(b) of
the Code are called "eligible" Deferred Compensation Plans. Section 457(b)
limits the amount of contributions that can be made to an eligible Deferred
Compensation Plan on behalf of a participant. Generally, the limitation on
contributions is 33 1/3% of a participant's includable compensation (typically
25% of gross compensation) or, for 1999, $8,000 (indexed), whichever is less.
The plan may provide for additional "catch-up" contributions during the three
taxable years ending before the year in which the participant attains normal
retirement age.

All of the assets and income of an eligible Deferred Compensation Plan
established by a governmental employer after August 20, 1996, must be held in
trust for the exclusive benefit of participants and their

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<PAGE>
beneficiaries. For this purpose, custodial accounts and certain annuity
contracts are treated as trusts. Eligible Deferred Compensation Plans that
were in existence on August 20, 1996 may be amended to satisfy the trust and
exclusive benefit requirements any time prior to January 1, 1999, and must be
amended not later than that date to continue to receive favorable tax
treatment. The requirement of a trust does not apply to amounts under a
Deferred Compensation Plan of a tax-exempt (non-governmental) employer. In
addition, the requirement of a trust does not apply to amounts under a
Deferred Compensation Plan of a governmental employer if the Deferred
Compensation Plan is not an eligible plan within the meaning of section 457(b)
of the Code. In the absence of such a trust, amounts under the plan will be
subject to the claims of the employer's general creditors.

In general, distributions from an eligible Deferred Compensation Plan are
prohibited under section 457 of the Code unless made after the participating
employee:

- attains age 70 1/2,

- separates from service,

- dies, or

- suffers an unforeseeable financial emergency as defined in the Code.

Under present federal tax law, amounts accumulated in a Deferred
Compensation Plan under section 457 of the Code cannot be transferred or
rolled over on a tax-deferred basis except for certain transfers to other
Deferred Compensation Plans under section 457 in limited cases.

4. INDIVIDUAL RETIREMENT ANNUITIES ("IRAS") UNDER SECTION 408

TRADITIONAL IRAS. Eligible individuals can establish individual retirement
programs under section 408 of the Code through the purchase of an IRA. Section
408 imposes limits with respect to IRAs, including limits on the amount that
may be contributed to an IRA, the amount of such contributions that may be
deducted from taxable income, the persons who may be eligible to contribute to
an IRA, and the time when distributions commence from an IRA. Distributions
from certain tax-qualified retirement plans may be "rolled-over" to an IRA on
a tax-deferred basis.

SIMPLE IRAS. Eligible employees may establish SIMPLE IRAs in connection
with a SIMPLE IRA plan of an employer under section 408(p) of the Code.
Special rollover rules apply to SIMPLE IRAs. Amounts can be rolled over from
one SIMPLE IRA to another SIMPLE IRA. However, amounts can be rolled over from
a SIMPLE IRA to a Traditional IRA only after two years have expired since the
employee first commenced participation in the employer's SIMPLE IRA plan.
Amounts cannot be rolled over to a SIMPLE IRA from a qualified plan or a
Traditional IRA. Hartford is a non-designated financial institution for
purposes of the SIMPLE IRA rules.

ROTH IRAS. Eligible individuals may establish Roth IRAs under section 408A
of the Code. Contributions to a Roth IRA are not deductible. Subject to
special limitations, a Traditional IRA may be converted into a Roth IRA or a
distribution from a Traditional IRA may be rolled over to a Roth IRA. However,
a conversion or a rollover from a Traditional IRA to a Roth IRA is not
excludable from gross income. If certain conditions are met, qualified
distributions from a Roth IRA are tax-free.

5. FEDERAL TAX PENALTIES AND WITHHOLDING

Distributions from tax-qualified retirement plans are generally taxed as
ordinary income 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 that bears the same ratio as the after-tax
contributions bear to the expected return.

(A) PENALTY TAX ON EARLY DISTRIBUTIONS

Section 72(t) of the Code imposes an additional penalty tax equal to 10%
of the taxable portion of a distribution from certain tax-qualified
retirement plans. However, the 10% penalty tax does not apply to a
distributions that is:

- Made on or after the date on which the employee reaches age 59 1/2;

- Made to a beneficiary (or to the estate of the employee) on or after the
death of the employee;

- Attributable to the employee's becoming disabled (as defined in the Code);

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- Part of a series of substantially equal periodic payments (not less
frequently than annually) made for the life (or life expectancy) of the
employee or the joint lives (or joint life expectancies) of the employee
and his or her designated beneficiary;

- Except in the case of an IRA, made to an employee after separation from
service after reaching age 55; or

- Not greater than the amount allowable as a deduction to the employee for
eligible medical expenses during the taxable year.

In addition, the 10% penalty tax does not apply to a distribution from an
IRA that is:

- Made after separation from employment to an unemployed IRA owner for
health insurance premiums, if certain conditions are met;

- Not in excess of the amount of certain qualifying higher education
expenses, as defined by section 72(t)(7) of the Code; or

- A qualified first-time homebuyer distribution meeting the requirements
specified at section 72(t)(8) of the Code.

If you are a participant in a SIMPLE IRA plan, you should be aware that
the 10% penalty tax is increased to 25% with respect to non-exempt early
distributions made from your SIMPLE IRA during the first two years following
the date you first commenced participation in any SIMPLE IRA plan of your
employer.

(B) MINIMUM DISTRIBUTION PENALTY TAX

If the amount distributed is less than the minimum required distribution
for the year, the Participant is subject to a 50% penalty tax on the amount
that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must
be distributed, or begin to be distributed, not later than the Required
Beginning Date. Generally, the Required Beginning Date is April 1 of the
calendar year following the later of:

- the calendar year in which the individual attains age 70 1/2; or

- the calendar year in which the individual retires from service with the
employer sponsoring the plan.

The Required Beginning Date for an individual who is a five (5) percent
owner (as defined in the Code), or who is the owner of an IRA, is April 1 of
the calendar year following the calendar year in which the individual
attains age 70 1/2.

The entire interest of the Participant must be distributed beginning no
later than the Required Beginning Date over:

- the life of the Participant or the lives of the Participant and the
Participant's designated beneficiary, or

- over a period not extending beyond the life expectancy of the Participant
or the joint life expectancy of the Participant and the Participant's
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 individual's 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 and
distribution is over the life of such 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.

32
<PAGE>
(C) WITHHOLDING

In general, regular wage withholding rules apply to distributions from
IRAs and plans described in section 457 of the Code. Periodic distributions
from other tax-qualified retirement plans that are made for a specified
period of 10 or more years or for the life or life expectancy of the
participant (or the joint lives or life expectancies of the participant and
beneficiary) are generally subject to federal income tax withholding as if
the recipient were married claiming three exemptions. 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.

Mandatory federal income tax withholding at a flat rate of 20% will
generally apply to other distributions from such other tax-qualified
retirement plans unless such distributions are:

- the non-taxable portion of the distribution;

- required minimum distributions; or

- direct transfer distributions.

Direct transfer distributions are direct payments to an IRA or to another
eligible retirement plan under Code section 401(a)(31).

Certain states require withholding of state taxes when federal income tax
is withheld.

D. DIVERSIFICATION OF THE SEPARATE ACCOUNT

The Code requires that investments supporting your contract be adequately
diversified. Code Section 817 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.
If a contract is not treated as an annuity contract, the contract owner will be
subject to income tax on annual increases in cash value.

The Treasury Department's diversification regulations require, among other
things, that:

- no more than 55% of the value of the total assets of the segregated asset
account underlying a variable contract is represented by any one
investment,

- no more than 70% is represented by any two investments,

- 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 the
case of government securities, each government agency or instrumentality is
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 still 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.

We monitor the diversification of investments in the separate accounts and
test for diversification as required by the Code. We intend 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 separate accounts supporting the contract must be considered to be owned
by the insurance company and not by the contract owner. It is unclear under what
circumstances an investor is considered to have enough control over the assets
in the separate account to be considered the owner of the assets for tax
purposes.

33
<PAGE>
The IRS has issued several rulings discussing investor control. These
rulings say that certain 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.

In its explanation of the diversification regulations, the Treasury
Department recognized that the temporary regulations "do not provide guidance
concerning the circumstances in which investor control of the investments of a
segregated asset account may cause the investor, rather than the insurance
company, to be treated as the owner of the assets in the account." The
explanation further indicates that "the temporary regulations provide that in
appropriate cases a segregated asset account may include multiple sub-accounts,
but do not specify the extent to which policyholders may direct their
investments to particular sub-accounts without being treated as the owners of
the underlying assets. Guidance on this and other issues will be provided in
regulations or revenue rulings under Section 817(d), relating to the definition
of variable contract."

The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when a contract owner is considered the owner of the assets
for tax purposes. We reserve the right to modify the contract, as necessary, to
prevent you from being considered the owner of assets in the separate account.

F. CONTRACTS OWNED BY NON-NATURAL PERSONS

Code Section 72 contains provisions for contract owners which are not
natural persons. Non-natural persons include corporations, trusts, limited
liability companies, partnerships and other types of legal entities. The tax
rules for contracts owned by non-natural persons are different from the rules
for contracts owned by individuals. For example, the annual net increase in the
value of the contract is currently includible in the gross income of a
non-natural person, unless the non-natural person holds the contract as an agent
for a natural person. There are additional exceptions from current inclusion
for:

- certain annuities held by structured settlement companies,

- certain annuities held by an employer with respect to a terminated
qualified retirement plan and

- certain immediate annuities.

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.

If the contract owner is a non-natural person, the primary annuitant is
treated as the contract owner in applying mandatory distribution rules. These
rules require that certain distributions be made upon the death of the contract
owner. A change in the primary annuitant is also treated as the death of the
contract owner.

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 adviser
regarding U.S., state, and foreign taxation with respect to an annuity purchase.

MORE INFORMATION

CAN A CONTRACT BE MODIFIED?

Subject to any federal and state regulatory restrictions, we may modify the
Contracts at any time by written agreement between the Contract Owner and us. 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 the
Internal Revenue Service.

34
<PAGE>
On or after the fifth anniversary of any Contract we 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 Account is established under a Contract, will continue
to be applicable.

We reserve the right to modify the Contract at any time 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 we
are 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 we will provide notice to the Contract
Owner or to the payee(s) during the Annuity period. Hartford may also make
appropriate endorsement in the Contract to reflect such modification.

CAN HARTFORD WAIVE ANY RIGHTS UNDER A CONTRACT?

We may, at our sole discretion, elect not to exercise a right or reservation
specified in this Contract. If we elect not to exercise a right or reservation,
we are not waiving it. We may decide to exercise a right or a reservation that
we previously did not exercise.

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 an affiliate of Hartford. Both HSD and Hartford are ultimately controlled by
The Hartford Financial Services Group, Inc. The principal business address of
HSD is the same as that of Hartford.

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

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

Commissions will be paid by Hartford and will not be more than 5.0% of
Contributions and 0.25% annually on Participants' Account values. Sales
compensation may be reduced. Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for variable
insurance compensation. Compensation is generally based on premium payments made
by policyholders or contract owners. This compensation is usually paid from the
sales charges described in this Prospectus. In addition, a broker-dealer or
financial institution may also receive additional compensation for, among other
things, training, marketing or other services provided. HSD, its affiliates or
Hartford may also make compensation arrangements with certain broker-dealers or
financial institutions based on total sales by the broker-dealer or financial
institution of insurance products. These payments, which may be different for
different broker-dealers or financial institutions, will be made by HSD, its
affiliates or Hartford out of their own assets and will not effect the amounts
paid by the policyholders or contract owners to purchase, hold or surrender
variable insurance products.

WHO IS THE CUSTODIAN OF THE SEPARATE ACCOUNT'S ASSETS?

Hartford is the custodian of the Separate Account's assets.

ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE SEPARATE ACCOUNT?

There are no material legal proceedings pending to which the Separate
Account is a party. 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, General Counsel, Hartford Life Insurance
Company, P.O. Box 2999, Hartford, CT 06104-2999.

35
<PAGE>

ARE YOU RELYING ON ANY EXPERTS AS TO ANY PORTION OF THIS PROSPECTUS?

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

HOW MAY I GET ADDITIONAL INFORMATION?

Inquiries will be answered by calling 1-800-771-3051 or your sales
representative or by writing to:

Hartford Life Insurance Company
P.O. Box 1583
Hartford, CT 06144-1583

You can also send us inquiries to us electronically by Internet through our
web site at http://[email protected].

<PAGE>
TABLE OF CONTENTS
FOR
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
SECTION PAGE
- ------------------------------------------------------------ ----
<S> <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY..............
SAFEKEEPING OF ASSETS.......................................
INDEPENDENT PUBLIC ACCOUNTANTS..............................
DISTRIBUTION OF CONTRACTS...................................
CALCULATION OF YIELD AND RETURN.............................
PERFORMANCE COMPARISONS.....................................
FINANCIAL STATEMENTS........................................
</TABLE>

37
<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. separated from service

c. died, or

d. become disabled.

Distributions of post December 31, 1988 Contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship. Also
there may be a 10% penalty tax for distributions made prior to age 59 1/2
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
P.O. Box 1583
Hartford, CT 06144-1583
Name of Contractholder/Participant _____________________________________________
Address ________________________________________________________________________
City or Plan/School District ___________________________________________________
Date ___________________________________________________________________________
<PAGE>
To obtain a Statement of Additional
Information, complete the form below and mail to:

Hartford Life Insurance Company
P.O. Box 1583
Hartford, CT 06144-1583

Please send a Statement of Additional
Information for Separate Account Two (Form
HV-2025-5) to me at the following address:
_________________________________________
Name
_________________________________________
Address
_________________________________________
City/State Zip Code
<PAGE>

PART B

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO (DC VARIABLE ACCOUNT II)

Group Variable Annuity Contracts Issued by
Hartford Life Insurance Company
With Respect to 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, P.O. Box 1583, Hartford, CT 061144-1583.

Date of Prospectus: May 1, 2000
Date of Statement of Additional Information: May 1, 2000

33-59541
NV-2025

<PAGE>

-2-

TABLE OF CONTENTS

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

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY. . . . . . . . . . . . . .

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

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

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

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

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

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

<PAGE>

-3-

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company is a stock life insurance company engaged in
the business of writing life insurance, both individual and group, in all
states of the United States and the District of Columbia. We were originally
incorporated under the laws of Massachusetts on June 5, 1902, and
subsequently redomiciled to Connecticut. Our offices are located in
Simsbury, Connecticut; however, our mailing address is P.O. Box 2999,
Hartford, CT 06104-2999. We are ultimately controlled by The Hartford
Financial Services Group, Inc., one of the largest financial service
providers in the United States.

<TABLE>
<CAPTION>
HARTFORD'S RATINGS

- -------------------------------------------------------------------------------
Date of Rating
Rating Agency Effective Rating Basis of Rating
- -------------------------------------------------------------------------------
<S> <C> <C> <C>

A.M. Best and Company, Inc. 1/1/99 A+ Financial performance
- -------------------------------------------------------------------------------
Standard & Poor's 6/1/98 AA Insurer financial strength
- -------------------------------------------------------------------------------
Duff & Phelps 12/21/98 AA+ Claims paying ability
- -------------------------------------------------------------------------------
</TABLE>

SAFEKEEPING OF ASSETS

Title to the assets of the Separate Account is held by Hartford. These assets
are kept physically segregated and are held separate and apart from Hartford's
general corporate assets. Records are maintained of all purchases and
redemptions of Fund shares held in each of the Sub-Accounts.

INDEPENDENT PUBLIC ACCOUNTANTS

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

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 an affiliate of Hartford. Both HSD and Hartford are ultimately
controlled by The Hartford Financial Services Group, Inc. The principal
business address of HSD is the same as Hartford.

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

<PAGE>

-4-

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 to registered representatives for the sale of Contracts
up to a maximum of 5% on Contributions and .25% annually on Individual
Participant's Account Values. Sales compensation may be reduced.

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to and retained by HSD in its role as Principal
Underwriter has been: 1998: $4,072,980; 1997: $3,657,643; and 1996:
$3,171,354. For the applicable time periods, HSD has retained none of these
commissions.

The offering of the Separate Account contracts is continuous.

CALCULATION OF YIELD AND RETURN

YIELD OF HARTFORD MONEY MARKET HLS SUB-ACCOUNT. As summarized in the
Prospectus under the heading "Performance Related Information," the yield of
the Sub-Account for a seven day period (the "base period") will be computed
by determining the "net change in value" of a hypothetical account having a
balance of one unit 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 dividends as
declared by the underlying funds, less 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 effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from
the result, according to the following formula:

365/7
Effective Yield = [(Base Period Return + 1) ] - 1

HARTFORD MONEY MARKET HLS SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY
IN RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES
ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

<PAGE>

-5-

The yield and effective yield for the seven day period ending December 31, 1998
is as follows:

DCII (1.25% mortality and expense risk charge)

<TABLE>
- --------------------------------------------------------------------------
SUB-ACCOUNT YIELD EFFECTIVE YIELD
<S> <C> <C>
- --------------------------------------------------------------------------
Hartford Money Market HLS* 3.52% 3.59%
- --------------------------------------------------------------------------
</TABLE>

*Yield and effective yield for the seven-day period ending December 31, 1998

YIELDS OF HARTFORD BOND HLS AND HARTFORD MORTGAGE SECURITIES HLS
SUB-ACCOUNTS. As summarized in the Prospectus under the heading "Performance
Related Information," yields of the above 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 fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30 day period were computed by dividing the dividends
and interests earned during the period by the maximum offering price per unit
on the last day of the period, according to the following formula:

Example:
6
Current Yield Formula for the Sub-Account 2[((A-B)/(CD) + 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 receive dividends.
D = The maximum offering price per unit on the last day of the period.

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.

<PAGE>

-6-

DCII (1.25% mortality and expense risk charge)

<TABLE>
- ---------------------------------------------------------------
SUB-ACCOUNTS YIELD
<S> <C>
- ---------------------------------------------------------------
Hartford Bond HLS** 4.61%
- ---------------------------------------------------------------
Hartford Mortgage Securities HLS** 4.84%
- ---------------------------------------------------------------
</TABLE>

**Yield quotation based on a 30-day period ended December 31, 1998

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.

<PAGE>
-7-

For the fiscal year ended December 31, 1998, the standardized average annual
total return quotations for the Sub-Accounts listed were as follows:

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED
DECEMBER 31, 1998

DCII (1.25% mortality and expense risk charge)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
SUB-ACCOUNT INCEPTION 1 YEAR 5 YEAR 10-YEAR SINCE
DATE INCEPTION
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Calvert Social
Balanced Portfolio 12/31/88 6.04% 9.32% 9.29% N/A
- ------------------------------------------------------------------------------
Hartford Advisers HLS 3/31/88 14.01% 12.61% 11.55% N/A
- ------------------------------------------------------------------------------
Hartford Bond HLS 3/31/88 -1.54% 1.89% 5.13% N/A
- ------------------------------------------------------------------------------
Hartford Capital
Appreciation HLS 3/31/88 5.39% 12.96% 15.28% N/A
- ------------------------------------------------------------------------------
Hartford Dividend and
Growth HLS 3/8/94 6.22% N/A N/A 17.31%
- ------------------------------------------------------------------------------
Hartford Index HLS 3/31/88 17.63% 19.08% 15.20% N/A
- ------------------------------------------------------------------------------
Hartford International
Opportunities HLS 7/2/90 3.16% 2.12% N/A 2.84%
- ------------------------------------------------------------------------------
Hartford Money
Market HLS 3/31/88 -4.23% -0.23% 1.46% N/A
- ------------------------------------------------------------------------------
Hartford Mortgage
Securities HLS 3/31/88 -2.88% 1.60% 4.54% N/A
- ------------------------------------------------------------------------------
Hartford Stock HLS 3/31/88 22.24% 18.58% 14.98% N/A
- ------------------------------------------------------------------------------
American Century VP
Capital Appreciation 3/31/88 -11.20% -1.95% 5.36% N/A
- ------------------------------------------------------------------------------
Fidelity VIP II Asset
Manager 9/6/89 4.94% 6.41% N/A 9.18%
- ------------------------------------------------------------------------------
Fidelity VIP II
Contrafund 1/3/95 18.95% N/A N/A 23.75%
- ------------------------------------------------------------------------------
Fidelity VIP Growth 3/31/88 27.87% 16.78% 16.04% N/A
- ------------------------------------------------------------------------------
Fidelity VIP Overseas 3/31/88 2.78% 4.39% 6.34% N/A
- ------------------------------------------------------------------------------
</TABLE>

On March 31, 1988, DC Variable Account II was transferred to Separate Account
Two and became a division thereof.

<PAGE>

-8-

In addition to standardized total return, the Sub-Accounts may advertise
non-standardized total return that pre-dates the inception date of the
Separate Account. This non-standardized total return is calculated by
assuming that the Sub-Accounts have been in existence for the same periods as
the underlying Funds and by taking deductions for charges equal to those
currently assessed by the Sub-Accounts. Non-standardized total return
figures are net of total fund operating expenses, the actual charge for
mortality, expense risk, and administrative undertakings and do not take into
account contingent deferred sales charges and the Annual Maintenance Fee.
Therefore, non-standardized total return for a Sub-Account is higher than
standardized total return for a Sub-Account.

For the fiscal year ended December 31, 1998, the non-standardized annualized
total return for the Sub-Accounts listed below were as follows:

NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE
INCEPTION DATE OF THE SEPARATE ACCOUNT FOR YEAR ENDED
DECEMBER 31, 1998

DCII (l.25% mortality and expense risk charge) (1)

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
SUB-ACCOUNT INCEPTION 1 YEAR 5 YEAR 10-YEAR SINCE
DATE INCEPTION
- ------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Calvert Social
Balanced Portfolio 12/31/88 14.78% 13.14% 11.48% N/A
- ------------------------------------------------------------------------------
Hartford Advisers HLS 3/31/83 23.17% 16.29% 13.68% N/A
- ------------------------------------------------------------------------------
Hartford Bond HLS 8/31/77 6.80% 5.92% 7.51% N/A
- ------------------------------------------------------------------------------
Hartford Capital
Appreciation HLS 4/2/84 14.09% 16.47% 17.10% N/A
- ------------------------------------------------------------------------------
Hartford Dividend and
Growth HLS 3/8/94 14.97% N/A N/A 20.65%
- ------------------------------------------------------------------------------
Hartford Index HLS 5/1/87 26.98% 22.34% 17.17% N/A
- ------------------------------------------------------------------------------
Hartford International
Opportunities HLS 7/2/90 11.75% 6.12% N/A 6.00%
- ------------------------------------------------------------------------------
Hartford Money
Market HLS 6/30/80 3.96% 3.79% 4.21% N/A
- ------------------------------------------------------------------------------
Hartford Mortgage
Securities HLS 1/1/85 5.39% 5.59% 6.93% N/A
- ------------------------------------------------------------------------------
Hartford Stock HLS 8/31/77 31.83% 21.95% 17.02% N/A
- ------------------------------------------------------------------------------
American Century VP
Capital Appreciation 11/20/87 -3.37% 1.96% 7.35% N/A
- ------------------------------------------------------------------------------
Fidelity VIP II Asset
Manager 9/6/89 13.62% 10.42% N/A 11.57%
- ------------------------------------------------------------------------------
Fidelity VIP II
Contrafund 1/3/95 28.37% N/A N/A 27.02%
- ------------------------------------------------------------------------------
Fidelity VIP Growth 10/9/86 37.76% 20.23% 17.93% N/A
- ------------------------------------------------------------------------------
Fidelity VIP Overseas 1/28/87 11.35% 8.34% 8.71% N/A
- ------------------------------------------------------------------------------
</TABLE>

(1) Where the charge for mortality, expense risk and administrative
undertakings is reduced for a Contract, the above charge will be replaced by
the actual charge for that Contract.

<PAGE>

-9-

PERFORMANCE COMPARISONS

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

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 1941-1943. 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 Composite Index for Hartford Advisers HLS Fund is comprised of the S&P 500
(55%), the Lehman Government/Corporate Bond Index (35%), both mentioned above,
and 90 Day U.S. Treasury Bills (10%).

[Financial Statements to be filed by Amendment]

<PAGE>

PART C

<PAGE>
-2-

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) Resolution of the board of directors of Hartford Life Insurance
Company ("Hartford") authorizing the establishment of the
Separate Account.(1)

(2) Not applicable.

(3) (a) Principal Underwriting Agreement.(2)

(3) (b) Form of Sales Agreement.(2)

(4) Form of Group Variable Annuity Contract.(1)

(5) Form of the Application.(1)

(6) (a) Articles of Incorporation of Hartford.(3)

(b) Bylaws of Hartford.(1)

(7) Not applicable.

(8) Participation Agreement.(1)

(9) Opinion and Consent of Lynda Godkin, Senior Vice President, General
Counsel and Corporate Secretary.

(10) Consent of Arthur Andersen LLP, Independent Public Accountants, to
be filed by amendment.

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

(1) Incorporated by reference to Pre-Effective Amendment No. 2, to the
Registration Statement File No. 33-59541, filed on December 29, 1995.

(2) Incorporated by reference to Post Effective Amendment No. 1, to the
Registration Statement File No. 33-59541, dated May 1, 1996.

(3) Incorporated by reference to Post Effective Amendment No. 2, to the
Registration Statement File No. 33-59541, filed on April 17, 1997.

<PAGE>
-3-

(11) No financial statements are omitted.

(12) Not applicable.

(13) Not applicable.

(14) Not applicable.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

Item 25. Directors and Officers of the Depositor

<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------
NAME POSITION WITH HARTFORD
- -----------------------------------------------------------------------------------------------
<S> <C>
David A. Carlson Vice President
- -----------------------------------------------------------------------------------------------
Peter W. Cummins Senior Vice President
- -----------------------------------------------------------------------------------------------
Bruce W. Ferris Vice President
- -----------------------------------------------------------------------------------------------
Timothy M. Fitch Vice President
- -----------------------------------------------------------------------------------------------
Mary Jane B. Fortin Vice President & Chief Accounting Officer
- -----------------------------------------------------------------------------------------------
David T. Foy Senior Vice President, Chief Financial Officer & Treasurer, Director*
- -----------------------------------------------------------------------------------------------
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary, Director*
- -----------------------------------------------------------------------------------------------
Lois W. Grady Senior Vice President
- -----------------------------------------------------------------------------------------------
Stephen T. Joyce Senior Vice President
- -----------------------------------------------------------------------------------------------
Michael D. Keeler Vice President
- -----------------------------------------------------------------------------------------------
Robert A. Kerzner Senior Vice President
- -----------------------------------------------------------------------------------------------
Thomas M. Marra Executive Vice President, Director*
- -----------------------------------------------------------------------------------------------
Craig R. Raymond Senior Vice President and Chief Actuary
- -----------------------------------------------------------------------------------------------
Donald A. Salama Vice President
- -----------------------------------------------------------------------------------------------
Lowndes A. Smith President and Chief Executive Officer, Director*
- -----------------------------------------------------------------------------------------------
David M. Znamierowski Senior Vice President and Chief Investment Officer, Director*
- -----------------------------------------------------------------------------------------------
</TABLE>

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

*Denotes Board of Directors.

<PAGE>
-4-

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

See Exhibit 16.

Item 27. Number of Contract Owners

As of December 31, 1999, there were 243,523 Contract Owners.

Item 28. Indemnification

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

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

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

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

<PAGE>
-5-

Additionally, the directors and officers of Hartford and Hartford
Securities Distribution Company, Inc. ("HSD") are covered under a
directors and officers liability insurance policy issued to The
Hartford Financial Services Group, Inc. and its subsidiaries. Such
policy will reimburse the Registrant for any payments that it shall
make to directors and officers pursuant to law and will, subject to
certain exclusions contained in the policy, further pay any other
costs, charges 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, or otherwise, 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
Hartford Life Insurance Company - Separate Account Two
Hartford Life Insurance Company - Separate Account DC Variable
Account I

<PAGE>
-6-

Hartford Life Insurance Company - Putnam Capital Manager Trust
Separate Account
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
Hartford Life Insurance Company - Separate Account Seven
Hartford Life and Annuity Insurance Company - Separate Account One
Hartford Life and Annuity Insurance Company - Putnam Capital Manager
Trust Separate Account Two
Hartford Life and Annuity Insurance Company - Separate Account Three
Hartford Life and Annuity Insurance Company - Separate Account Five
Hartford Life and Annuity Insurance Company - Separate Account Six
Hartford Life and Annuity Insurance Company - Separate Account Seven
American Maturity Life Insurance - Separate Account AMLVA
Servus Life Insurance Company - Separate Account One
Servus Life Insurance Company - Separate Account Two
Hart Life Insurance Company - Separate Account One
Hart Life Insurance Company - Separate Account Two

(b) Directors and Officers of HSD

Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ---------------------
David A. Carlson Executive Vice President
Peter W. Cummins Senior Vice President
David T. Foy Treasurer
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary
George R. Jay Controller
Robert A. Kerzner Executive Vice President
Thomas M. Marra Executive Vice President, Director
Paul E. Olson Supervising Registered Principal
Lowndes A. Smith President and Chief Executive Officer,
Director

Item 30. Location of Accounts and Records

All of the accounts, books, records or other documents required to be
kept by Section 31(a) of the Investment Company Act of 1940 and rules
thereunder, are maintained by the Hartford at 200 Hopmeadow Street,
Simsbury, Connecticut 06089.

<PAGE>
-7-

Item 31. Management Services

All management contracts are discussed in Part A and Part B of this
registration statement.

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.

(d) Hartford hereby represents that the aggregate fees and charges under
the Contract are reasonable in relation to the services rendered, the
expenses expected to be incurred, and the risks assumed by Hartford.

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

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on
its behalf, in the Town of Simsbury, and State of Connecticut on this 10th
day of February, 2000.

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT TWO
(Registrant)

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

HARTFORD LIFE INSURANCE COMPANY
(Depositor)

*By: Thomas M. Marra
- -----------------------------------------------
Thomas M. Marra, 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.

David T. Foy, Senior Vice President,
Chief Financial Officer & Treasurer, Director *
Lynda Godkin, Senior Vice President,
General Counsel & Corporate Secretary, Director*
Thomas M. Marra, Executive Vice *By: /s/ Marianne O'Doherty
President, Director * -------------------------
Lowndes A. Smith, President & Marianne O'Doherty
Chief Executive Officer, Director * Attorney-In-Fact
Raymond P. Welnicki, Senior Vice President,
Director*
Lizabeth H. Zlatkus, Senior
Vice President
David M. Znamierowski, Senior Vice
President and Chief Investment Officer, Director* February 10, 2000

<PAGE>

EXHIBIT INDEX

(9) Opinion and Consent of Lynda Godkin, Senior Vice President, General
Counsel and Corporate Secretary

(15) Copy of Power of Attorney

(16) Organizational Chart

<PAGE>

EXHIBIT 9

[LOGO]
HARTFORD LIFE

February 10, 2000 Lynda Godkin
SENIOR VICE PRESIDENT, GENERAL
COUNSEL & CORPORATE SECRETARY

LAW DEPARTMENT

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

RE: SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
FILE NO. 33-59541

Dear Sir/Madam:

I have acted as General Counsel to Hartford Life Insurance Company (the
"Company"), a Connecticut insurance company, and Hartford Life Insurance Company
Separate Account Two (the "Account") in connection with the registration of an
indefinite amount of securities in the form of variable annuity contracts (the
"Contracts") with the Securities and Exchange Commission under the Securities
Act of 1933, as amended. I have examined such documents (including the Form N-4
Registration Statement) and reviewed such questions of law as I considered
necessary and appropriate, and on the basis of such examination and review, it
is my opinion that:

1. The Company is a corporation duly organized and validly existing as a stock
life insurance company under the laws of the State of Connecticut and is
duly authorized by the Insurance Department of the State of Connecticut to
issue the Contracts.

2. The Account is a duly authorized and validly existing separate account
established pursuant to the provisions of Section 38a-433 of the
Connecticut Statutes.

3. To the extent so provided under the Contracts, that portion of the assets
of the Account equal to the reserves and other contract liabilities with
respect to the Account will not be chargeable with liabilities arising out
of any other business that the Company may conduct.

<PAGE>

Board of Directors
Hartford Life Insurance Company
February 10, 2000
Page 2

4. The Contracts, when issued as contemplated by the Form N-4 Registration
Statement, will constitute legal, validly issued and binding obligations of
the Company.

I hereby consent to the filing of this opinion as an exhibit to the Form N-4
Registration Statement for the Contracts and the Account.

Sincerely,

/s/ Lynda Godkin
Lynda Godkin

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

POWER OF ATTORNEY

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

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

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

/s/ David T. Foy
- -------------------------------- Dated as of January 15, 2000
David T. Foy

/s/ Lynda Godkin
- -------------------------------- Dated as of January 15, 2000
Lynda Godkin

/s/ Thomas M. Marra
- -------------------------------- Dated as of January 15, 2000
Thomas M. Marra

/s/ Lowndes A. Smith
- -------------------------------- Dated as of January 15, 2000
Lowndes A. Smith

/s/ Raymond P. Welnicki
- -------------------------------- Dated as of January 15, 2000
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus
- -------------------------------- Dated as of January 15, 2000
Lizabeth H. Zlatkus

/s/ David M. Znamierowski
- -------------------------------- Dated as of January 15, 2000
David M. Znamierowski

<PAGE>

ORGANIZATIONAL CHART

<S> <C>

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
---------------------------------------------
NUTMEG INSURANCE COMPANY |
(CONNECTICUT) THE HARTFORD INVESTMENT
| MANAGEMENT COMPANY
HARTFORD FIRE INSURANCE COMPANY (DELAWARE)
(CONNECTICUT) |
| |
HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD INVESTMENT
(CONNECTICUT) SERVICES, INC.
| (CONNECTICUT)
HARTFORD LIFE, INC.
(DELAWARE)
|
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
(CONNECTICUT)
|
|
|
-------------------------------------------------------------------------------------------------------------------------
| | | | | | | | |
HARTFORD LIFE | | | | | | PLANCO PLANCO
INTERNATIONAL, LTD.| | | | | | FINANCIAL INCORPORATED
(CONNECTICUT) | | | | | | SERVICES, (PENNSYLVANIA)
| | | | | | INCORPORATED
| | | | | | (PENNSYLVANIA)
| | | | | |
| HART LIFE HARTFORD FINANCIAL HARTFORD LIFE HARTFORD AMERICAN
| INSURANCE SERVICES LIFE INSURANCE COMPANY FINANCIAL MATURITY LIFE
| COMPANY INSURANCE COMPANY (CONNECTICUT) SERVICES, LLC INSURANCE COMPANY
| (CONNECTICUT) (CONNECTICUT) | (DELAWARE) (CONNECTICUT)
| | | |
| ------------------------------------- | AML FINANCIAL, INC.
| | | | | (CONNECTICUT)
|SERVUS LIFE HARTFORD HARTFORD |
| INSURANCE INTERNATIONAL LIFE AND |
| COMPANY LIFE REASSURANCE ANNUITY INSURANCE |
|(CONNECTICUT) CORPORATION COMPANY |
| (CONNECTICUT) (CONNECTICUT) |
| | |
| | |
| HARTFORD |
| LIFE, LTD. |
| (BERMUDA) |
| |
| |
----------| -----------------------------------------------------------------------
| | | | |
INTERNATIONAL HL INVESTMENT HARTFORD HARTFORD SECURITIES HARTFORD-COMPREHENSIVE
CORPORATE ADVISORS, LLC EQUITY SALES DISTRIBUTION EMPLOYEE
MARKETING GROUP, INC. (CONNECTICUT) COMPANY, INC. COMPANY, INC. BENEFIT SERVICE
(CONNECTICUT) | (CONNECTICUT) (CONNECTICUT) COMPANY
| | (CONNECTICUT)
| |
THE EVERGREEN HARTFORD INVESTMENT
GROUP, INC. FINANCIAL SERVICES
(NEW YORK) COMPANY
(DELAWARE)
</TABLE>

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
NUTMEG INSURANCE COMPANY
(CONNECTICUT)
|
HARTFORD FIRE INSURANCE COMPANY
(CONNECTICUT)
|
----------------------------------------------------------------------------------------------------------------------------
| | |
| | Hartford Accidental and Indemnity Company
| | (Connecticut)
| | |
| | Hartford Life, Inc
| | (Delaware)
| | |
| | Hartford Life and Accident Insurance Company
| | (Connecticut)
| | |
| | HARTFORD LIFE
| | -------INTERNATIONAL LTD.
| | | (CONNECTICUT)
| | | |
| | | ITT HARTFORD
| | | ----SUDAMERICANA
| | | | HOLDING S.A.
| | | | (ARGENTINA)
| | | |------------------------------------------------------
| | | | | |
| | | | ITT HARTFORD GALICIA INSTITUTO DE
| | | | SEGUROS VIDA COMPANIA SALTA COMPANIA DE
| | | |------DE VIDA S.A. DE SEGUROS S.A. SEGUROS DE VIDA S.A.
| | | | (URUGUAY) (ARGENTINA) (ARGENTINA)
| | | |
| | ICATU | | HARTFORD
| | HARTFORD | |---SEGUROS DE VIDA S.A.
| | SEGUROS S.A.----------| | (ARGENTINA)
| | (BRAZIL) |
| | | |
| | | | HARTFORD
| | -- ----------| |-------SEGUROS DE
| | | | | RETIRO S.A.
| | | | | (ARGENTINA)
|-----------|----------------|-------------------|--------------------------------------------------------------------------
| | | | |
| | | ICATU HARTFORD | CONSULTORA DE CAPITALES
| | | FUNDO DE PENSAO | S.A. SOCIEDAD GERENTE
| | | (BRAZIL) |----DE FONDOS COMUNES
| | | | | DE ENVERSION
| | | | | (ARGENTINA)
| | | ICATU HARTFORD |
| | | CAPITALIZACAO S.A. | CLARIDAD
| | | (BRAZIL) | ADMINISTRADORA DE
| | | | |---FONDOS DE JUBILACIONES
| | | BRAZILCAP | Y PENSIONES S.A.
| | | CAPITALIZACAO S.A. | (ARGENTINA)
| | | (BRAZIL) |
| | | |
| | -------------------------- |
| |--------------- | |
| | | |
HARTFORD FIRE HARTFORD FIRE | |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD. | | (ARGENTINA)
(GERMANY) GMBH (CONNECTICUT) | |
(WEST GERMANY) | |
| |
ICATU HARTFORD | | THESIS S.A.
ADMINISTRACAO | |-------- (ARGENTINA)
DE BENEFICIOS LTDA-- | |
(BRAZIL) |
|
|
|
|--------- U.O.R., S.A.
(ARGENTINA)

</TABLE>
<PAGE>
<TABLE>
<S> <C>
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
NUTMEG INSURANCE COMPANY
(CONNECTICUT)
|
HARTFORD FIRE INSURANCE COMPANY
(CONNECTICUT)
|
- --------------------------------------------------------------------------------------------------------------------------------|
| |
THE HARTFORD INTERNATIONAL |
|-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC. |
| | | (DELAWARE) |
| | | ----------------------|----------------- |
| | | | | | | |
ZWOLSCHE | | ITT HARTFORD LONDON AND | HARTFORD |
ALGEMEENE N.V. | | INTERNATIONAL, LTD. EDINBURGH | EUROPE, INC. |
(NETHERLANDS) | | (U.K.) INSURANCE GROUP, LTD.| (DELAWARE) |
| | | (U.K.) | |
| | | | | |
| | | ------------- | |
| | | | | |
| ITT ASSURANCES HARTFORD INTERNATIONAL | LONDON AND -THE HARTFORD |
| S.A. INSURANCE CO., N.V. |--- EDINBURGH INTERNATIONAL |
| ZWOLSCHE ALGEMEENE (FRANCE) (BELGIUM) | INSURANCE CO., LTD. FINANCIAL |
|----SCHADEVERZEKERING | | (U.K.) SERVICES |
--------| N.V.----------------------------------- | | | GROUP CIA |
| | (NETHERLANDS) | | | | DE SEGUROS Y |
Z.A. | | | | EXCESS INSURANCE REASEGUROS S.A.|
- --VERZEKERINGEN | | | | COMPANY LTD. (SPAIN) |
| N.V. | ZWOLSCHE ALGEMEENE | | | (U.K.) |
| (BELGIUM) |------HERVERZEKERING B.V. | | | |
| | -----| (NETHERLANDS) | | | LONDON AND |
| | | | | | |--- EDINBURGH LIFE |
| Z.A. LUX S.A. | | | | ASSURANCE CO., LTD. |
| (LUXEMBURG) | ZWOLSCHE ALGEMEENE | | | (U.K.) |
| |--LEVENS-VERZEKERING N.V.------------ | | | |
| | (NETHERLANDS) | | | | |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
| | | | | | |
| -------- | | | | |
| | | | | | | |
| ZWOLSCHE | ZWOLSCHE ALGEMEENE ZWOLSCHE ALGEMEENE | | | |
| ALGEMEENE |-----HYPOTHEKEN N.V. BELEGGINGEN III B.V. | | | |
| EUROPA B.V. | (NETHERLANDS) (NETHERLANDS) | | | |
| (NETHERLANDS) | ---------- | | |
- --------| | | | | |
| EXPLOITATIEMAAT- BELEGGINGSMAAT- | | |
|----- SCHAPPIJ SCHAPPIJ | | |
| BUIZERDLAAN B.V. BUIZERDLAAN B.V. | | |
| (NETHERLANDS) (NETHERLANDS) | | |
| | | |
| | | -----
| HOLLAND | |-------------------------- |
|---- BELEGGINGSGROEP B.V. | | | |
(NETHERLANDS) | |----------------- | |
| -------| | | |
| | | | | |
| | | | | |
F.A. KNIGHT | MACALISTER & LONDON AND | HARTFORD FIRE
& SON N.V. | DUNDAS, LTD. EDINBURGH | INTERNATIONAL
(BELGIUM) | (SCOTLAND) TRUSTEES, LTD. | SERVICIOS
| (U.K.) | (SPAIN)
------------------------- -----------
| | |
FENCOURT QUOTEL LONDON AND
PRINTERS, LTD. INSURANCE EDINBURGH
(U.K.) SYSTEMS, LTD. SERVICES, LTD.
(U.K.) (U.K.)
|
EUROSURE
INSURANCE
MARKETING, LTD.
(U.K.)

</TABLE>