HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
485BPOS, 1996-05-01
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<PAGE>

                                                           File No. 33-6952


                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC  20549

                                       FORM N-4

                               REGISTRATION STATEMENT
                          UNDER THE SECURITIES ACT OF 1933

                            Pre-Effective Amendment No.                     / /
   
                           Post-Effective Amendment No. 17                  /X/
    
          REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
                                  Amendment No. 17                          /X/
    
                           HARTFORD LIFE INSURANCE COMPANY
                                SEPARATE ACCOUNT TWO
                             (Exact Name of Registrant)

                           HARTFORD LIFE INSURANCE COMPANY
                                SEPARATE ACCOUNT TWO
                                 (Name of Depositor)

                                    P.O. BOX 2999
                               HARTFORD, CT 06104-2999
                       (Address of Principal Executive Offices)
   
                                   (860) 843-7563
                 (Depositor's Telephone Number, Including Area Code)
    
   
                              SCOTT K. RICHARDSON, ESQ.
                        ITT HARTFORD LIFE INSURANCE COMPANIES
                                    P.O. BOX 2999
                               HARTFORD, CT 06104-2999
                      (Name and Address of Agent for Service)
    
It is proposed that this filing will become effective

/ / immediately upon filing pursuant to paragraph (b) of Rule 485
   
/X/ on May 1, 1996 pursuant to paragraph (b) of Rule 485
    
/ / 60 days after filing pursuant to paragraph (a)(1) of Rule 485
   
/ / on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
    
/ / this post-effective amendment designates a new effective date for a
    previously filed post-effective amendment.

<PAGE>


   
PURSUANT TO RULE 24F-2(a)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE 
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES. THE RULE 24F-2 
NOTICE FOR THE REGISTRANT'S MOST RECENT FISCAL YEAR WAS FILED ON OR ABOUT 
FEBRUARY 29, 1996.
    

<PAGE>

                               CROSS REFERENCE SHEET
                              PURSUANT TO RULE 495(a)


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

1.   Cover Page                              Cover Page

2.   Definitions                             Glossary of Special Terms

3.   Synopsis or Highlights                  Summary

4.   Condensed Financial Information         Accumulation Unit Values;
                                             Yield Information

5.   General Description of Registrant,
     Depositor, and Portfolio Companies      The Contract, Separate Account Two
                                             and the Fixed Account; Hartford
                                             Life Insurance Company and the
                                             Funds; Miscellaneous

6.   Deductions                              Charges Under the Contract

7.   General Description of Annuity
     Contracts                               Operation of the Contract; Payment
                                             of Benefits; The Contract, Separate
                                             Account Two and the Fixed Account

8.   Annuity Period                          Payment of Benefits

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

10.  Purchase and Contract Value             Operation of the Contract

11.  Redemptions                             Payment of Benefits

12.  Taxes                                   Federal Tax Considerations

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

14.  Table of Contents of the Statement
     of Additional Information               Table of Contents (Part B)

<PAGE>
   [LOGO]
- --------------------------------------------------------------------------------
 
   
<TABLE>
<S>                                                                 <C>
HARTFORD LIFE INSURANCE COMPANY
P.O. Box                                                                SEPARATE
Hartford, Connecticut 06102-5085                                     ACCOUNT TWO
</TABLE>
    
 
- --------------------------------------------------------------------------------
 
This  Prospectus describes  The Director, an  individual and  group tax deferred
variable annuity contract designed for retirement planning purposes.
 
   
The Contracts are issued by  Hartford Life Insurance Company ("Hartford  Life").
Payments  for the Contracts will be held  in a series of Hartford Life Insurance
Company Separate Account Two (Separate Account Two or the "Separate Account") or
in the Fixed Account of Hartford Life.  Allocations to and transfer to and  from
the Fixed Account are not permitted in certain states.
    
 
The  following  Sub-Accounts are  available under  the Contracts.  Opposite each
Sub-Account is the name of the underlying investment for that Sub-Account.
 
   
<TABLE>
<S>                                           <C>  <C>
Advisers Fund Sub-Account                     --   shares of Hartford Advisers Fund, Inc. ("Advisers Fund")
Bond Fund Sub-Account                         --   shares of Hartford Bond Fund, Inc. ("Bond Fund")
Capital Appreciation Fund Sub-Account         --   shares  of  Hartford   Capital  Appreciation  Fund,   Inc.
                                                   ("Capital    Appreciation   Fund")    (formerly   Hartford
                                                   Aggressive Growth Fund, Inc.)
Dividend and Growth Fund Sub-Account          --   shares  of  Hartford  Dividend   and  Growth  Fund,   Inc.
                                                   ("Dividend and Growth")
Index Fund Sub-Account                        --   shares of Hartford Index Fund, Inc. ("Index Fund")
International Advisers Fund Sub-Account       --   shares  of  Hartford  International  Advisers  Fund,  Inc.
                                                   ("International Advisers Fund")
International Opportunities Fund Sub-Account  --   shares of Hartford International Opportunities Fund,  Inc.
                                                   ("International Opportunities Fund")
Money Market Fund Sub-Account                 --   shares  of  HVA  Money Market  Fund,  Inc.  ("Money Market
                                                   Fund")
Mortgage Securities Fund Sub-Account          --   shares  of   Hartford  Mortgage   Securities  Fund,   Inc.
                                                   ("Mortgage Securities Fund")
Stock Fund Sub-Account                        --   shares of Hartford Stock Fund, Inc. ("Stock Fund")
</TABLE>
    
 
This  Prospectus sets forth the information  concerning the Separate Account and
the Fixed Account that investors  should know before investing. This  Prospectus
should  be kept for future reference.  Additional information about the Separate
Account and the Fixed  Account has been filed  with the Securities and  Exchange
Commission and is available without charge upon request. To obtain the Statement
of  Additional Information  send a  written request  to Hartford  Life Insurance
Company, Attn:  Individual  Annuity  Operations, P.O.  Box  5085,  Hartford,  CT
06102-5085.  The Table of  Contents for the  Statement of Additional Information
may be  found  on  page 39  of  this  Prospectus. The  Statement  of  Additional
Information is incorporated by reference to this Prospectus.
- --------------------------------------------------------------------------------
 
THESE  SECURITIES HAVE  NOT BEEN APPROVED  OR DISAPPROVED BY  THE SECURITIES AND
EXCHANGE COMMISSION OR ANY  STATE SECURITIES COMMISSION  NOR HAS THE  SECURITIES
AND  EXCHANGE  COMMISSION OR  ANY STATE  SECURITIES  COMMISSION PASSED  UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------
 
VARIABLE ANNUITY CONTRACTS ARE  NOT DEPOSITS OR OBLIGATIONS  OF, OR ENDORSED  OR
GUARANTEED  BY, ANY BANK, NOR ARE  THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- --------------------------------------------------------------------------------
 
   
Prospectus Dated: May 1, 1996
    
   
Statement of Additional Information Dated: May 1, 1996
    
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <S>                                                                       <C>
 GLOSSARY OF SPECIAL TERMS...............................................    3
 FEE TABLE...............................................................    5
 ACCUMULATION UNIT VALUES................................................    9
 SUMMARY.................................................................   11
 PERFORMANCE RELATED INFORMATION.........................................   13
 INTRODUCTION............................................................   14
 THE CONTRACT, SEPARATE ACCOUNT TWO AND THE FIXED ACCOUNT................   14
   What are the Contracts?...............................................   14
   Who can buy these Contracts?..........................................   15
   What is the Separate Account and how does it operate?.................   15
   What is the Fixed Account and how does it operate?....................   16
   May I transfer assets between Sub-Accounts?...........................   16
   May I transfer assets between the Fixed Account and the
    Sub-Accounts?........................................................   17
 OPERATION OF THE CONTRACT...............................................   17
   How is my Premium Payment credited?...................................   17
   What size Premium Payments must I make?...............................   18
   What if I am not satisfied with my purchase?..........................   18
   May I assign or transfer my Contract?.................................   18
   How do I know what my Contract is worth?..............................   18
   How is the Accumulation Unit value determined?........................   18
   How are the underlying Fund shares valued?............................   18
   How is the value of the Fixed Account determined?.....................   19
 PAYMENT OF BENEFITS.....................................................   19
   What would my Beneficiary receive as a death benefit?.................   19
   How can a Contract be redeemed or surrendered?........................   19
   Can payment of a redemption, surrender or death benefit ever be
    postponed beyond the seven day period?...............................   21
   May I surrender once Annuity payments have started?...................   21
   What are my Annuity Benefits?.........................................   21
   How are Annuity payments determined?..................................   22
 CHARGES UNDER THE CONTRACTS.............................................   23
   How are the sales charges under the Contracts made?...................   23
   Is there ever a time when the sales charges do not apply?.............   23
   What do the sales charges cover?......................................   24
   What is the mortality and expense risk charge?........................   24
   Are there any administrative charges?.................................   24
   How much are the deductions for Premium Taxes?........................   25
 HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS...........................   25
   What is Hartford Life?................................................   25
   What are the Funds?...................................................   25
   Does Hartford Life have any interest in the Funds?....................   27
 FEDERAL TAX CONSIDERATIONS..............................................   27
   What are some of the federal tax consequences which affect these
    Contracts?...........................................................   27
 MISCELLANEOUS...........................................................   31
   What are my voting rights?............................................   31
   Will other Contracts be participating in the Separate Account?........   32
   How are the Contracts sold?...........................................   32
   Who is the custodian of the Separate Account's assets?................   32
   Are there any material legal proceedings affecting the Separate
    Account?.............................................................   32
   Are you relying on any experts as to any portion of this
    Prospectus?..........................................................   32
   How may I get additional information?.................................   32
 APPENDIX I -- DIRECTOR III..............................................   33
 APPENDIX II -- DIRECTOR II..............................................   34
 APPENDIX III -- INFORMATION REGARDING TAX QUALIFIED PLANS...............   36
 TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION...............   39
</TABLE>
    
 
                                       2
<PAGE>
                           GLOSSARY OF SPECIAL TERMS
 
ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.
 
ANNUITANT: The person or Participant upon whose life the Contract is issued.
 
ANNUITY:  A series of  payments for life, or  for life with  a minimum number of
payments or  a  determinable  sum  guaranteed,  or  for  a  joint  lifetime  and
thereafter during the lifetime of the survivor, or for a designated period.
 
ANNUITY  COMMENCEMENT DATE: The date on  which Annuity payments are to commence.
Under group unallocated Contracts, the  date for each Participant is  determined
by the Contract Owner in accordance with the terms of the Plan.
 
ANNUITY  UNIT: An  accounting unit  of measure  used to  calculate the  value of
Annuity payments.
 
BENEFICIARY: The  person(s) who  receive Contract  Values in  the event  of  the
Annuitant's  or Contract Owner's  death under certain  conditions. Under a group
unallocated Contract,  the  person named  by  the Participant  within  the  Plan
documents/enrollment  forms who is  entitled to receive benefits  in case of the
death of the Participant.
 
CODE: The Internal Revenue Code of 1986, as amended.
 
COMMISSION: Securities and Exchange Commission.
 
CONTINGENT ANNUITANT: The person so designated  by the Contract Owner, who  upon
the  Annuitant's  death, prior  to the  Annuity  Commencement Date,  becomes the
Annuitant.
 
CONTRACT ANNIVERSARY: The anniversary of the Contract Date.
 
CONTRACT OWNER(S):  The  owner(s) of  the  Contract, trustee  or  other  entity,
sometimes herein referred to as "you".
 
CONTRACT  VALUE: The aggregate value of  any Sub-Account Accumulation Units held
under the Contract plus the value of the Fixed Account.
 
CONTRACT YEAR: A period of  12 months commencing with  the Contract Date or  any
anniversary thereof.
 
FIXED  ACCOUNT: Part of the General Account of Hartford Life to which a Contract
Owner may allocate all or a portion of his Premium Payment or Contract Value.
 
FIXED ANNUITY: An Annuity providing  for guaranteed payments which remain  fixed
in  amount  throughout  the  payment  period and  which  do  not  vary  with the
investment experience of a separate account.
 
FUNDS: The  Funds  described commencing  on  page  of this  Prospectus  and  any
additional Funds which may be made available from time to time.
 
   
GENERAL  ACCOUNT: The  General Account  of Hartford  Life which  consists of all
assets of Hartford Life other than  those allocated to the separate accounts  of
Hartford Life.
    
 
HARTFORD LIFE: Hartford Life Insurance Company.
 
HOME OFFICE OF THE COMPANY: Currently located at 200 Hopmeadow Street, Simsbury,
CT. All correspondence concerning this Contract should be sent to P.O. Box 5085,
Hartford, CT 06102-5085, Attn: Individual Annuity Operations.
 
MINIMUM  DEATH BENEFIT: The minimum amount payable  upon the death of a Contract
Owner, Annuitant or Participant, in the case of group Contracts, prior to age 85
and before annuity payments have commenced.
 
   
NON-QUALIFIED CONTRACT: A Contract  which is not  classified as a  tax-qualified
retirement plan using pre-tax dollars under Internal Revenue Code.
    
 
PARTICIPANT  -- (FOR GROUP UNALLOCATED CONTRACTS ONLY): Any eligible employee of
an Employer/Contract Owner participating in the Plan.
 
PLAN: A voluntary Plan of an employer which qualifies for special tax  treatment
under a Section of the Internal Revenue Code.
 
   
PREMIUM  PAYMENT: The payment made to Hartford Life pursuant to the terms of the
Contract.
    
 
PREMIUM TAX: A tax  on premiums charged  by a state  or municipality on  Premium
Payments or Contract Values.
 
   
QUALIFIED  CONTRACT: A  Contract which  qualifies as  a tax-qualified retirement
plan using pre-tax dollars under the Internal Revenue Code, such as an  employer
sponsored Section401(k) on an Individual Retirement Annuity (IRA).
    
 
SEPARATE  ACCOUNT: The  Hartford Life  separate account  entitled "Hartford Life
Insurance Company Separate Account Two".
 
SPECIFIED CONTRACT ANNIVERSARY:  Every seventh Contract  Anniversary (i.e.,  the
7th, 14th, 21st, etc. Contract Anniversaries).
 
                                       3
<PAGE>
SUB-ACCOUNT:  Accounts established within the Separate Account with respect to a
Fund.
 
TERMINATION VALUE: The Contract Value upon termination of the Contract prior  to
the  Annuity Commencement  Date, less any  applicable Premium  Taxes, the Annual
Maintenance Fee and any applicable contingent deferred sales charges.
 
UNALLOCATED CONTRACTS:  Contracts  issued  to employers,  or  other  entity,  as
Contract  Owner  under which  no allocation  of  Contract Values  is made  for a
specific  Participant.  The  Plans  will  be  responsible  for  the   individual
allocations.
 
VALUATION  DAY: Every day the  New York Stock Exchange  is open for trading. The
value of the Separate Account is determined  at the close of the New York  Stock
Exchange (currently 4:00 p.m. Eastern Time) on such days.
 
VALUATION  PERIOD:  The  period  between 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 of the Separate Account.
 
                                       4
<PAGE>
   
                                   FEE TABLE
                                    SUMMARY
    
 
   
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)
    
 
   
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Exchange Fee......................................................  $    0
 Deferred Sales Load (as a percentage of amounts withdrawn)
     First Year (1)................................................       7%
     Second Year...................................................       6%
     Third Year....................................................       5%
     Fourth Year...................................................       4%
     Fifth Year....................................................       3%
     Sixth Year....................................................       2%
     Seventh Year..................................................       1%
     Eighth Year...................................................       0%
 Annual Contract Fee (2)...........................................  $   25(2)
 Annual Expenses-Separate Account (as percentage of average account
   value)
     Mortality and Expense Risk....................................   1.250%
</TABLE>
    
 
   
                         Annual Fund Operating Expenses
                         (as percentage of net assets)
    
 
   
<TABLE>
<CAPTION>
                                                                        TOTAL FUND
                                                  MANAGEMENT   OTHER    OPERATING
                                                     FEES     EXPENSES   EXPENSES
                                                  ----------  --------  ----------
 <S>                                              <C>         <C>       <C>
 Hartford Bond Fund..............................   0.497%     0.028%     0.525%
 Hartford Stock Fund.............................   0.455%     0.020%     0.475%
 HVA Money Market Fund...........................   0.421%     0.025%     0.446%
 Hartford Advisers Fund..........................   0.625%     0.021%     0.646%
 Hartford Capital Appreciation Fund..............   0.655%     0.021%     0.676%
 Hartford Mortgage Securities Fund...............   0.425%     0.041%     0.466%
 Hartford Index Fund.............................   0.375%     0.014%     0.389%
 Hartford International Opportunities Fund.......   0.713%     0.147%     0.860%
 Hartford Dividend & Growth Fund.................   0.750%     0.023%     0.773%
 Hartford International Advisers Fund (3)........   0.750%     0.479%     1.229%
</TABLE>
    
 
                                       5
<PAGE>
   
                                   FEE TABLE
                                    SUMMARY
    
 
   
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)
    
 
   
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Exchange Fee......................................................  $    0
 Deferred Sales Load (as a percentage of amounts withdrawn)
     First Year (1)................................................       6%
     Second Year...................................................       6%
     Third Year....................................................       6%
     Fourth Year...................................................       6%
     Fifth Year....................................................       5%
     Sixth Year....................................................       4%
     Seventh Year..................................................       0%
 Annual Contract Fee (2)...........................................  $   25(2)
 Annual Expenses-Separate Account (as percentage of average account
   value)
     Mortality and Expense Risk....................................   1.250%
</TABLE>
    
 
   
                         Annual Fund Operating Expenses
                         (as percentage of net assets)
    
 
   
<TABLE>
<CAPTION>
                                                                        TOTAL FUND
                                                  MANAGEMENT   OTHER    OPERATING
                                                     FEES     EXPENSES   EXPENSES
                                                  ----------  --------  ----------
 <S>                                              <C>         <C>       <C>
 Hartford Bond Fund..............................   0.497%     0.028%     0.525%
 Hartford Stock Fund.............................   0.455%     0.020%     0.475%
 HVA Money Market Fund...........................   0.421%     0.025%     0.446%
 Hartford Advisers Fund..........................   0.625%     0.021%     0.646%
 Hartford U.S. Government Money Market Fund......   0.425%     0.141%     0.566%
 Hartford Capital Appreciation Fund..............   0.655%     0.021%     0.676%
 Hartford Mortgage Securities Fund...............   0.425%     0.041%     0.466%
 Hartford Index Fund.............................   0.375%     0.014%     0.389%
 Hartford International Opportunities Fund.......   0.713%     0.147%     0.860%
 Hartford Dividend & Growth Fund.................   0.750%     0.023%     0.773%
 Hartford International Advisers Fund (3)........   0.750%     0.479%     1.229%
</TABLE>
    
 
                                       6
<PAGE>
   
                                   FEE TABLE
                                    SUMMARY
    
 
   
                      Contract Owner Transaction Expenses
                               (All Sub-Accounts)
    
 
   
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
    payments)......................................................    None
 Exchange Fee......................................................  $    0
 Deferred Sales Load (as a percentage of amounts withdrawn)
     First Year (1)................................................       5%
     Second Year...................................................       5%
     Third Year....................................................       4%
     Fourth Year...................................................       3%
     Fifth Year....................................................       2%
     Sixth Year....................................................       0%
 Annual Contract Fee (2)...........................................  $   25(2)
 Annual Expenses-Separate Account (as percentage of average account
    value)
     Mortality and Expense Risk....................................   1.250%
</TABLE>
    
 
   
                         Annual Fund Operating Expenses
                         (as percentage of net assets)
    
 
   
<TABLE>
<CAPTION>
                                                                        TOTAL FUND
                                                  MANAGEMENT   OTHER    OPERATING
                                                     FEES     EXPENSES   EXPENSES
                                                  ----------  --------  ----------
 <S>                                              <C>         <C>       <C>
 Hartford Bond Fund..............................   0.497%     0.028%     0.525%
 Hartford Stock Fund.............................   0.455%     0.020%     0.475%
 HVA Money Market Fund...........................   0.421%     0.025%     0.446%
 Hartford Advisers Fund..........................   0.625%     0.021%     0.646%
 Hartford U.S. Government Money Market Fund......   0.425%     0.141%     0.566%
 Hartford Capital Appreciation Fund..............   0.655%     0.021%     0.676%
 Hartford Mortgage Securities Fund...............   0.425%     0.041%     0.466%
 Hartford Index Fund.............................   0.375%     0.014%     0.389%
 Hartford International Opportunities Fund.......   0.713%     0.147%     0.860%
 Hartford Dividend & Growth Fund.................   0.750%     0.023%     0.773%
 Hartford International Advisers Fund (3)........   0.750%     0.479%     1.229%
</TABLE>
    
 
   
(1) Length of time from premium payment.
    
   
(2) The Annual Contract Fee is a single $25 charge on a Contract. It is deducted
    proportionally from the investment options in use at the time of the charge.
    Pursuant  to requirements of the 1940 Act,  the Annual Contract Fee has been
    reflected in the Examples by a method intended to show the "average"  impact
    of  the Annual Contract  Fee on an  investment in the  Separate Account. The
    Annual Contract Fee is deducted only  when the accumulated value is  $50,000
    or  less. In the Example, the Annual Contract Fee is approximated as a 0.06%
    annual asset charge based on the experience of the Contracts.
    
   
(3) In 1995, a portion of the  International Advisers Fund management fees  were
    waived.  With this waiver, the 1995  total fund operating expenses ratio was
    .650%. Due to asset growth, no management fee waiver is needed in 1996.
    
 
   
EXAMPLE
    
 
   
<TABLE>
<CAPTION>
                           If you surrender your  contract    If  you annuitize at the end of    If you  do not  surrender  your
                           at  the  end of  the applicable    the applicable time period: You    contract:  You  would  pay  the
                           time  period: You would pay the    would   pay    the    following    following  expenses on a $1,000
                           following expenses on a  $1,000    expenses on a $1,000 investment    investment,   assuming   a   5%
                           investment,   assuming   a   5%    assuming  a 5% annual return on    annual return on assets:
                           annual return on assets:           assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 Hartford Bond Fund.......  $ 89   $ 108   $ 130    $ 217      $ 18   $  58   $  99    $ 216      $ 19   $  58   $ 100    $ 217
 Hartford Stock Fund......    88     107     127      211        18      56      97      211        18      57      97      211
 HVA Money Market Fund....    88     106     126      208        17      55      95      207        18      56      96      208
 Hartford Advisers Fund...    90     112     136      230        19      61     106      229        20      62     106      230
 Hartford Capital
   Appreciation Fund......    90     113     138      233        20      62     107      232        20      63     108      233
 Hartford Mortgage
   Securities Fund........    88     106     127      210        18      56      96      210        18      56      97      210
 Hartford Index Fund......    87     104     123      202        17      53      92      201        17      54      93      202
 Hartford International
   Opportunities Fund.....    92     119     148      252        22      68     117      252        22      69     118      252
 Hartford Dividend &
   Growth Fund............    91     116     143      243        21      65     112      242        21      66     113      243
 Hartford International
   Advisers Fund..........    96     130     167      290        25      79     136      289        26      80     137      290
</TABLE>
    
 
   
    The purpose of this table is  to assist the Contract Owner in  understanding
various  costs  and  expenses  that  a  Contract  Owner  will  bear  directly or
indirectly. The  table reflects  expenses  of the  Separate Account  and  Funds.
Premium taxes may also be applicable.
    
 
   
    This  EXAMPLE should  not be considered  a representation of  past or future
expenses and actual expenses may be greater or less than those shown.
    
 
                                       7
<PAGE>
   
EXAMPLE
    
 
   
<TABLE>
<CAPTION>
                           If you surrender your  contract    If  you annuitize at the end of    If you  do not  surrender  your
                           at  the  end of  the applicable    the applicable time period: You    contract:  You  would  pay  the
                           time  period: You would pay the    would   pay    the    following    following  expenses on a $1,000
                           following expenses on a  $1,000    expenses on a $1,000 investment    investment,   assuming   a   5%
                           investment,   assuming   a   5%    assuming  a 5% annual return on    annual return on assets:
                           annual return on assets:           assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 Hartford Bond Fund.......  $ 69   $  98   $ 120    $ 217      $ 18   $  58   $  99    $ 216      $ 19   $  58   $ 100    $ 217
 Hartford Stock Fund......    68      97     117      211        18      56      97      211        18      57      97      211
 HVA Money Market Fund....    68      96     116      208        17      55      95      207        18      56      96      208
 Hartford Advisers Fund...    70     102     126      230        19      61     106      229        20      62     106      230
 Hartford U.S. Government
   Money Market Fund......    69      99     122      221        19      59     102      220        19      59     102      221
 Hartford Capital
   Appreciation Fund......    70     103     128      233        20      62     107      232        20      63     108      233
 Hartford Mortgage
   Securities Fund........    68      96     117      210        18      56      96      210        18      56      97      210
 Hartford Index Fund......    67      94     113      202        17      53      92      201        17      54      93      202
 Hartford International
   Opportunities Fund.....    72     109     138      252        22      68     117      252        22      69     118      252
 Hartford Dividend &
   Growth Fund............    71     106     133      243        21      65     112      242        21      66     113      243
 Hartford International
   Advisers Fund..........    76     120     157      290        25      79     136      289        26      80     137      290
</TABLE>
    
 
   
    The purpose of this table is  to assist the Contract Owner in  understanding
various  costs  and  expenses  that  a  Contract  Owner  will  bear  directly or
indirectly. The  table reflects  expenses  of the  Separate Account  and  Funds.
Premium taxes may also be applicable.
    
 
   
    This  EXAMPLE should  not be considered  a representation of  past or future
expenses and actual expenses may be greater or less than those shown.
    
 
   
EXAMPLE
    
 
   
<TABLE>
<CAPTION>
                           If you surrender your  contract    If  you annuitize at the end of    If you  do not  surrender  your
                           at  the  end of  the applicable    the applicable time period: You    contract:  You  would  pay  the
                           time  period: You would pay the    would   pay    the    following    following  expenses on a $1,000
                           following expenses on a  $1,000    expenses on a $1,000 investment    investment,   assuming   a   5%
                           investment,   assuming   a   5%    assuming  a 5% annual return on    annual return on assets:
                           annual return on assets:           assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS    1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- --------    ------ ------- ------- --------    ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>         <C>    <C>     <C>     <C>
 Hartford Bond Fund.......  $ 79   $ 118   $ 150    $ 217      $ 18   $  58   $  99    $ 216      $ 19   $  58   $ 100    $ 217
 Hartford Stock Fund......    78     117     147      211        18      56      97      211        18      57      97      211
 HVA Money Market Fund....    78     116     146      208        17      55      95      207        18      56      96      208
 Hartford Advisers Fund...    80     122     156      230        19      61     106      229        20      62     106      230
 Hartford U.S. Government
   Money Market Fund......    79     119     152      221        19      59     102      220        19      59     102      221
 Hartford Capital
   Appreciation Fund......    80     123     158      233        20      62     107      232        20      63     108      233
 Hartford Mortgage
   Securities Fund........    78     116     147      210        18      56      96      210        18      56      97      210
 Hartford Index Fund......    77     114     143      202        17      53      92      201        17      54      93      202
 Hartford International
   Opportunities Fund.....    82     129     168      252        22      68     117      252        22      69     118      252
 Hartford Dividend &
   Growth Fund............    81     126     163      243        21      65     112      242        21      66     113      243
 Hartford International
   Advisers Fund..........    86     140     187      290        25      79     136      289        26      80     137      290
</TABLE>
    
 
   
    The purpose of this table is  to assist the Contract Owner in  understanding
various  costs  and  expenses  that  a  Contract  Owner  will  bear  directly or
indirectly.
    
 
   
    The table reflects expenses of the Separate Account and Funds. Premium taxes
may also be applicable.
    
 
   
    This EXAMPLE should  not be considered  a representation of  past or  future
expenses and actual expenses may be greater or less than those shown.
    
 
                                       8
<PAGE>
   
                            ACCUMULATION UNIT VALUES
          (FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)
    
 
   
    The  following  information,  insofar  as it  relates  to  the  period ended
December 31, 1995, has been examined by Arthur Andersen LLP, independent  public
accountants,  whose report  thereon is included  in the  Statement of Additional
information, which is incorporated by reference to this Prospectus.
    
 
   
<TABLE>
<CAPTION>
                                            1995     1994     1993     1992     1991     1990     1989     1988     1987     1986
                                          -------- -------- -------- -------- -------- -------- -------- -------- -------- --------
 BOND FUND SUB-ACCOUNT
 <S>                                      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>      <C>
 Accumulation unit value at beginning of
  period................................. $  1.607 $  1.694 $  1.556 $  1.493 $  1.298 $  1.212 $  1.095 $  1.031 $  1.044 $  1.000
 Accumulation unit value at end of
  period................................. $  1.880 $  1.607 $  1.694 $  1.556 $  1.493 $  1.298 $  1.212 $  1.095 $  1.031 $  1.044
 Number accumulation units outstanding at
  end of period (in thousands)              99,377   85,397   79,080   41,204   25,267   14,753    9,267    5,786    3,576      802
 STOCK FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
  period................................. $  2.180 $  2.250 $  1.993 $  1.834 $  1.490 $  1.569 $  1.261 $  1.073 $  1.031 $  1.000
 Accumulation unit value at end of
  period................................. $  2.887 $  2.180 $  2.250 $  1.993 $  1.834 $  1.490 $  1.569 $  1.261 $  1.073 $  1.031
 Number accumulation units outstanding at
  end of period (in thousands)...........  285,640  248,563  203,873  121,100   72,780   31,149   30,096    9.158    9,229    1,250
 MONEY MARKET FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
  period................................. $  1.462 $  1.424 $  1.401 $  1.369 $  1.307 $  1.225 $  1.136 $  1.071 $  1.019 $  1.000
 Accumulation unit value at end of
  period................................. $  1.528 $  1.462 $  1.424 $  1.401 $  1.369 $  1.307 $  1.225 $  1.136 $  1.071 $  1.019
 Number accumulation units outstanding at
  end of period (in thousands)...........  102,635  138,396  102,328   78,664   60,774   67,059   28,291   29,043   11,633      243
 ADVISERS FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
  period                                  $  1.991 $  2.072 $  1.870 $  1.748 $  1.470 $  1.470 $  1.223 $  1.085 $  1.036 $  1.000
 Accumulation unit value at end of
  period................................. $  2.523 $  1.991 $  2.072 $  1.870 $  1.748 $  1.470 $  1.470 $  1.223 $  1.085 $  1.036
 Number accumulation units outstanding at
  end of period (in thousands)...........  888,803  858,014  688,865  295,387  166,408  101,758   79,738   56,584   56,332    9,405
 U.S. GOVERNMENT MONEY MARKET FUND
   SUB-ACCOUNT
 Accumulation unit value at beginning of
  period................................. $  1.409 $  1.376 $  1.357 $  1.331 $  1.276 $  1.202 $  1.122 $  1.062 $  1.018 $  1.000
 Accumulation unit value at end of
  period................................. $  1.468 $  1.409 $  1.376 $  1.357 $  1.331 $  1.276 $  1.202 $  1.122 $  1.062 $  1.018
 Number accumulation units outstanding at
  end of period (in thousands)...........       48       48       52      161      213      243      297      281      187       10
 CAPITAL APPRECIATION FUND SUB-ACCOUNT
 Accumulation unit value at beginning of
  period................................. $  2.615 $  2.583 $  2.165 $  1.874 $  1.231 $  1.400 $  1.142 $  0.916 $  0.969 $  1.000
 Accumulation unit value at end of
  period................................. $  3.364 $  2.615 $  2.583 $  2.165 $  1.874 $  1.231 $  1.400 $  1.142 $  0.916 $  0.969
 Number accumulation units outstanding at
  end of period (in thousands)             292,671  220,936  160,934   75,653   39,031   10,501    8,041    3,606    2,989      431
</TABLE>
    
 
                                       9
<PAGE>
 
   
<TABLE>
<CAPTION>
                                   1995         1994        1993     1992     1991      1990       1989    1988      1987      1986
                                -----------  -----------  -------- -------- -------- -----------  ------- ------- ----------  ------
MORTGAGE SECURITIES FUND
  SUB-ACCOUNT
<S>                             <C>          <C>          <C>      <C>      <C>      <C>          <C>     <C>     <C>         <C>
Accumulation unit value at
  beginning of period.......... $  1.637     $  1.685     $  1.604 $  1.552 $  1.370 $  1.264     $ 1.132 $ 1.057 $ 1.043     $1.000
Accumulation unit value at end
  of period.................... $  1.878     $  1.637     $  1.685 $  1.604 $  1.552 $  1.370     $ 1.264 $ 1.132 $ 1.057     $1.043
Number accumulation units
  outstanding at end of period
  (in thousands)...............  101,881      112,417      138,666   98,494   46,464   18,632      12,248  11,061   9,397      3,773
INDEX FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.......... $  1.750     $  1.755     $  1.629 $  1.544 $  1.207 $  1.274     $ 0.989 $ 0.862 $ 1.000(b)      --
Accumulation unit value at end
  of period.................... $  2.359     $  1.750     $  1.755 $  1.629 $  1.544 $  1.207     $ 1.274 $ 0.989 $ 0.862         --
Number accumulation units
  outstanding at end of period
  (in thousands)...............   65,954       50,799       46,504   29,723   15,975   10,015       6,306   2,868   1,758         --
INTERNATIONAL OPPORTUNITIES
  FUND SUB-ACCOUNT
Accumulation unit value at
  beginning of period.......... $  1.181     $  1.220     $  0.924 $  0.979 $  0.877 $  1.000(c)       --      --      --         --
Accumulation unit value at end
  of period.................... $  1.329     $  1.181     $  1.220 $  0.924 $  0.979 $  0.877          --      --      --         --
Number accumulation units
  outstanding at end of period
  (in thousands)                 238,086      246,259      132,795   32,597   13,109    2,892          --      --      --         --
DIVIDEND & GROWTH FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.......... $  1.009     $  1.000(d)
Accumulation unit value at end
  of period                     $  1.359     $  1.009
Number accumulation units
  outstanding at end of period
  (in thousands)                  83,506       29,146
INTERNATIONAL ADVISERS FUND
  SUB-ACCOUNT
Accumulation unit value at
  beginning of period.......... $  1.000(e)
Accumulation unit value at end
  of period.................... $  1.146
Number accumulation units
  outstanding at end of period
  (in thousands)...............    6,577
</TABLE>
    
 
- ------------------------
 
   
(a)  Inception date August 1, 1986.
(b)  Inception date May 1, 1987.
(c)  Inception date July 2, 1990.
(d)  Inception date March 8, 1994.
(e)  Inception date March 1, 1995.
 
    
 
                                       10
<PAGE>
                                    SUMMARY
 
A. CONTRACTS OFFERED
 
   
    Individual  and  group  tax-deferred  Variable  Annuity  Contracts  (see "C.
Taxation of  Annuities  in General,"  page  27). Generally,  the  Contracts  are
purchased  by completing an application  or an order to  purchase a Contract and
submitting it, along with the initial Premium Payment, to Hartford Life for  its
approval.  A Contract  Owner may at  any time, within  10 days of  delivery of a
Contract sold hereunder, return the Contract to Hartford Life at its Home Office
and the  value of  the  Contract (without  deduction  for any  charges  normally
assessed  thereunder) will be refunded. The  Contract Owner bears the investment
risk  during  the  period  prior  to  the  Company's  receipt  of  request   for
cancellation  except  for  Contract  Owners in  Georgia,  North  Carolina, South
Carolina, Washington, West Virginia,  Utah, and other  states where required  by
law, who will be refunded the premium (see "How is my Premium Payment credited?"
page 17).
    
 
    For  a  description  of  Contracts  issued  from  October  15,  1986 through
approximately September 1, 1988 (Director II), see Appendix II on page 34.
 
    For a description of Contracts issued from September 1, 1988 through May  1,
1990, (Director III) see Appendix I on page 33.
 
B. ELIGIBLE PURCHASERS
 
    Any  individual, group  or trust may  purchase the  Contracts, including any
trustee or custodian for a retirement  plan which qualifies for special  federal
tax  treatment under the Internal  Revenue Code, including individual retirement
annuities. (See "Federal Tax Considerations" commencing on page 27 and  Appendix
II commencing on page 34.)
 
C. MINIMUM PREMIUM PAYMENTS
 
    The  minimum  initial Premium  Payment  is $1,000.  Thereafter,  the minimum
payment is $500.  Certain plans or  programs may make  smaller periodic  premium
payments. (See "What size Premium Payments must I make?" page 18.)
 
D. UNDERLYING INVESTMENTS FOR CONTRACTS
 
   
    Shares  of Hartford Advisers Fund, Inc.,  Hartford Bond Fund, Inc., Hartford
Capital Appreciation  Fund,  Inc.,  Hartford Dividend  and  Growth  Fund,  Inc.,
Hartford  Index Fund, Inc., Hartford International Advisers Fund, Inc., Hartford
International Opportunities Fund, Inc., Hartford Mortgage Securities Fund, Inc.,
Hartford Stock Fund, Inc., HVA Money Market  Fund, Inc. and such other funds  as
shall  be offered from time to time, and  the Fixed Account, or a combination of
the Funds and the Fixed Account. Qualified Contracts issued prior to May 1, 1987
may also have shares of Hartford U.S. Government Money Market Fund, Inc.
    
 
E. CHARGES UNDER THE CONTRACTS
 
  1. SALES EXPENSES
 
    There is no deduction  for sales expenses from  Premium Payments when  made.
However,  a contingent  deferred sales charge  may be  assessed against Contract
Values when they are surrendered. (See "Charges under the Contracts"  commencing
on page 23.)
 
    The  length  of  time from  receipt  of a  Premium  Payment to  the  time of
surrender determines the  contingent deferred  sales charge.  For this  purpose,
Premium   Payments  will   be  deemed  to   be  surrendered  in   the  order  in
 
                                       11
<PAGE>
which they are received and all  surrenders will be first from Premium  Payments
and  then from other Contract  Values. The charge is  a percentage of the amount
withdrawn (not to exceed the aggregate amount of the Premium Payments made)  and
equals:
 
<TABLE>
<CAPTION>
                             LENGTH OF TIME
          CHARGE          FROM PREMIUM PAYMENT
          ------          --------------------
                           (NUMBER OF YEARS)
          <C>             <S>
            7%            1
            6%            2
            5%            3
            4%            4
            3%            5
            2%            6
            1%            7
            0%            8 or more
</TABLE>
 
    No  contingent deferred sales charge will be  assessed in the event of death
of the  Annuitant or  Contract Owner,  or upon  the exercise  of the  withdrawal
privilege  or if Contract Values  are applied to an  Annuity option provided for
under the Contract (except that a surrender  out of an Annuity Option Four  will
be  subject to  a contingent deferred  sales charge where  applicable). (See "Is
there ever a time when the sales charges do not apply?" commencing on page 23.)
 
  2. WITHDRAWAL PRIVILEGE
 
    Withdrawals of up to 10% per Contract Year, on a noncumulative basis, of the
Premium Payments made to a  Contract may be made  without the imposition of  the
contingent  deferred sales  charge. (See  "Is there ever  a time  when the sales
charges do not  apply?" commencing on  page 23.) Certain  plans or programs  may
have different withdrawal privileges.
 
  3. ANNUAL MAINTENANCE FEE
 
    The  Contracts provide for an administrative  charge in the amount of $25.00
to be  deducted  from Contract  Values  each  Contract Year.  Contracts  with  a
Contract  Value of $50,000 or  more at time of  Contract Anniversary will not be
assessed this fee. (See  "Are there any  administrative charges?" commencing  on
page 24.)
 
  4. MORTALITY AND EXPENSE RISKS
 
   
    For  assuming the mortality and expense  risks under the Contracts, Hartford
Life will make a 1.25% per annum charge against all Contract Values held in  the
Separate  Account, except  the Fixed  Account. (See  "What is  the mortality and
expense risk charge?" commencing on page 24.)
    
 
  5. PREMIUM TAXES
 
    A deduction will  be made for  Premium Taxes for  Contracts sold in  certain
states. (See "How much are the deductions for Premium Taxes?" commencing on page
25.)
 
  6. CHARGES BY THE FUNDS
 
    The  Funds  are subject  to  certain fees,  charges  and expenses.  (See the
Prospectus for the Funds attached hereto.)
 
F. LIQUIDITY
 
   
    Subject to  any applicable  charges, the  Contracts may  be surrendered,  or
portions  of the value of such Contracts may  be withdrawn, at any time prior to
the Annuity Commencement Date. However, if less than $500 remains in a  Contract
as  a result of  a withdrawal, Hartford  Life may terminate  the Contract in its
entirety. (See "How can  a Contract be redeemed  or surrendered?" commencing  on
page 19.)
    
 
G. MINIMUM DEATH BENEFITS
 
    A  Minimum Death Benefit is provided in  the event of death of the Annuitant
or Contract Owner prior  to age 85 and  before annuity payments have  commenced.
(See  "What would my Beneficiary receive as a death benefit?" commencing on page
19.)
 
                                       12
<PAGE>
H. ANNUITY OPTIONS
 
    There are  five  available Annuity  options  under the  Contract  which  are
described  on pages 21 and 22. The Annuity Commencement Date may not be deferred
beyond the  Annuitant's  90th  birthday,  except in  certain  states  where  the
Annuitant's  Commencement Date may  not be deferred  beyond the Annuitant's 85th
birthday. If a Contract Owner does not elect otherwise, the Contract Value, less
applicable Premium Taxes, will be applied on the Annuity Commencement Date under
the second option to provide a  life annuity with 120 monthly payments  certain.
(See  "What  Annuity  Commencement  Date  and  Form  of  Annuity  may  I elect?"
commencing on page   .)
 
I. VOTING RIGHTS OF CONTRACT OWNERS
 
   
    Contract Owners  will  have the  right  to  vote on  matters  affecting  the
underlying  Fund to  the extent that  proxies are  solicited by such  Fund. If a
Contract Owner does not vote, Hartford Life shall vote such interest in the same
proportion as shares of  the Fund for which  instructions have been received  by
Hartford Life. (See "What are my voting rights?" commencing on page 31.)
    
 
                        PERFORMANCE RELATED INFORMATION
 
    The  Separate 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.
 
   
    The Advisers Fund, Bond Fund, Capital Appreciation Fund, Dividend and Growth
Fund, Index Fund, International Advisers Fund, International Opportunities Fund,
Money Market Fund,  Mortgage Securities  Fund, Stock Fund,  and U.S.  Government
Money  Market Fund  Sub-Accounts may include  total return  in advertisements or
other sales material.
    
 
    When a Sub-Account advertises its standardized total return, it will usually
be calculated for one  year, five years,  and ten years  or some other  relevant
periods  if the Sub-Account  has not been  in existence for  at least ten years.
Total return  is  measured  by comparing  the  value  of an  investment  in  the
Sub-Account  at  the  beginning of  the  relevant  period to  the  value  of the
investment at the end  of the period (assuming  the deduction of any  contingent
deferred  sales charge which would be payable if the investment were redeemed at
the end of the period).
 
    In addition to the standardized total return, the Sub-Account may  advertise
a  non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total  return
is measured in the same manner as the standardized total return described above,
except  that the contingent deferred sales charge and the Annual Maintenance Fee
are not deducted. Therefore, non-standardized total return for a Sub-Account  is
higher than standardized total return for a Sub-Account.
 
    The  Bond Fund and Mortgage Securities Fund Sub-Accounts may advertise yield
in addition to total return. The yield will be computed in the following manner:
The net investment income per  unit earned during a  recent one month period  is
divided  by the unit value  on the last day of  the period. This figure reflects
the recurring  charges  at  the  Separate Account  level  including  the  annual
maintenance fee.
 
    The  Money Market  Fund and  U.S. Government  Money Market  Sub-Accounts may
advertise yield and effective  yield. The yield of  a 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  at  the Separate  Account  level  including  the Annual
Maintenance Fee.
 
    The Separate Account  may also  disclose yield, standard  total return,  and
non-standard  total return  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
 
                                       13
<PAGE>
based on the  performance of the  underlying Funds and  the assumption that  the
Sub-Accounts  were 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.
 
   
    Hartford  Life 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-advantaged 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.
    
 
                                  INTRODUCTION
 
   
    This  Prospectus  has  been  designed  to  provide  you  with  the necessary
information to make a decision on purchasing an individual or group tax-deferred
Variable Annuity Contract offered by Hartford Life in the Fixed Account and/or a
series of Separate Account Two. This  Prospectus describes only the elements  of
the  Contracts pertaining to  the Separate Account and  the Fixed Account except
where reference to  the General Account  is specifically made.  Please read  the
Glossary  of Special Terms on  page 2 and 3 prior  to reading this Prospectus to
familiarize yourself with the terms being used.
    
 
                                 THE CONTRACT,
                           SEPARATE ACCOUNT TWO, AND
                               THE FIXED ACCOUNT
 
WHAT ARE THE CONTRACTS?
 
   
    The Contract  is  an  individual  or  group  tax-deferred  Variable  Annuity
Contracts  designed  for retirement  planning purposes.  Initially there  are no
deductions from your Premium Payments (except for Premium Taxes, if  applicable)
so  your entire Premium Payment is put  to work in the investment Sub-Account(s)
of your choice or the Fixed Account. Currently, there are ten Sub-Accounts, each
investing in  a  different underlying  Fund  with its  own  distinct  investment
objectives.  More Sub-Accounts may be made available by Hartford Life at a later
time. You pick the Sub-Account(s) with the investment objectives that meet  your
needs.  You may  select one  or more Sub-Accounts  and/or the  Fixed Account and
determine the percentage of your Premium Payment that is put into a  Sub-Account
or  the Fixed Account. You  may also transfer assets  among the Sub-Accounts and
the Fixed Account so that your investment program meets your specific needs over
time. There are  some limitations  on the amounts  in each  Sub-Account and  the
Fixed  Account. These  limitations are  described later  in this  Prospectus. In
addition, there are certain  other limitations on  withdrawals and transfers  of
amounts  in  the  Sub-Accounts  and  the Fixed  Account,  as  described  in this
Prospectus. See "Charges Under  the Contract" for a  description of the  charges
for redeeming a Contract and other charges made under the Contract.
    
 
   
    Generally,  the Contract contains the  five optional Annuity forms described
later in  this  Prospectus. Options  2,  4, and  5  are available  to  Qualified
Contracts only if the guaranteed payment period is less than the life expectancy
of  the Annuitant at the time the option becomes effective. Such life expectancy
shall be computed on the basis of the mortality table prescribed by the IRS,  or
if none is prescribed, the mortality table then in use by Hartford Life.
    
 
    The  Contract Owner may  select an Annuity Commencement  Date and an Annuity
option which may be on a fixed or variable basis, or a combination thereof.  The
Annuity  Commencement  Date  may not  be  deferred beyond  the  Annuitant's 90th
birthday, except in certain states where  the Annuity Commencement Date may  not
be deferred beyond the Annuitant's 85th birthday.
 
    The  Annuity Commencement Date and/or the Annuity option may be changed from
time to time, but  any such change must  be made at least  30 days prior to  the
date on which Annuity payments are scheduled to
 
                                       14
<PAGE>
begin. If you do not elect otherwise, payments will begin at the Annuitant's age
90,  except in certain  states, payments will  begin at the  Annuitant's age 85,
under Option 2 with 120 monthly payments certain (Option 1 for Texas Contracts).
 
   
    When an Annuity is  effected under a  Contract, unless otherwise  specified,
Contract  Values held in the Sub-Accounts will  be applied to provide a Variable
Annuity based on the pro rata amount in the various Sub-Accounts. Fixed  Account
Contract  Values will  be applied to  provide a Fixed  Account Annuity. Variable
Annuity payments will vary in accordance with the investment performance of  the
Sub-Accounts  you have selected. You should  consider the question of allocation
of Contract Values among  Sub-Accounts of the Separate  Account and the  General
Account  of Hartford Life to make certain that Annuity payments are based on the
investment alternative best suited  to your needs  for retirement. The  Contract
allows  the Contract Owner to change the Sub-Accounts on which variable payments
are based after payments have commenced  once every three (3) months. Any  Fixed
Annuity allocation may not be changed.
    
 
   
    Hartford  Life reserves the right  to modify the Contract,  but only if such
modification: (i) is  necessary to  make the  Contract or  the Separate  Account
comply  with any  law or  regulation issued  by a  governmental agency  to which
Hartford Life is subject; or (ii) is necessary to assure continued qualification
of the  Contract under  the Code  or other  federal or  state laws  relating  to
retirement  annuities or annuity  Contracts; or (iii) is  necessary to reflect a
change in the operation  of the Separate Account  or the Sub-Account(s) or  (iv)
provides  additional Separate Account options  or (v) withdraws Separate Account
options. In the event of any such modification Hartford Life will provide notice
to the Contract  Owner or to  the payee(s) during  the Annuity period.  Hartford
Life  may  also make  appropriate endorsement  in the  Contract to  reflect such
modification.
    
 
WHO CAN BUY THESE CONTRACTS?
 
    The individual  and  group Variable  Annuity  Contracts offered  under  this
Prospectus  may be  purchased by any  individual, group or  trust, including any
trustee or custodian for  a retirement plan qualified  under Sections 401(a)  or
403(a)  of the Internal  Revenue Code; annuity purchase  plans adopted by public
school systems and certain tax-exempt organizations according to Section  403(b)
of  the Internal Revenue Code; Individual Retirement Annuities adopted according
to Section 408 of the Internal Revenue Code; employee pension plans  established
for  employees by a state,  a political subdivision of a  state, or an agency or
instrumentality of either  a state or  a political subdivision  of a state,  and
certain  eligible deferred compensation  plans as defined in  Section 457 of the
Internal Revenue Code ("Qualified Contracts").
 
WHAT IS THE SEPARATE ACCOUNT AND HOW DOES IT OPERATE?
 
   
    The Separate Account  was established on  June 2, 1986,  in accordance  with
authorization  by the Board  of Directors of  Hartford Life. It  is the Separate
Account in which Hartford Life sets aside and invests the assets attributable to
variable annuity Contracts, including the Contracts sold under this  Prospectus.
Although  the  Separate Account  is an  integral  part of  Hartford Life,  it is
registered as a unit investment trust under the Investment Company Act of  1940.
This  registration does not, however, involve Securities and Exchange Commission
supervision of the  management or the  investment practices or  policies of  the
Separate  Account or Hartford Life. The Separate Account meets the definition of
"separate account" under federal securities law.
    
 
   
    Under Connecticut law, the  assets of the  Separate Account attributable  to
the  Contracts offered  under this  Prospectus are held  for the  benefit of the
owners of, and the persons entitled  to payments under those Contracts.  Income,
gains,  and  losses,  whether or  not  realized,  from assets  allocated  to the
Separate Account, are, in accordance with the Contracts, credited to or  charged
against  the Separate Account. Also, the assets  in the Separate Account are not
chargeable with liabilities arising out of any other business Hartford Life  may
conduct.  So, Contract Values allocated to the Sub-Accounts will not be affected
by the rate of return of Hartford Life's General Account, nor by the  investment
performance  of any  of Hartford  Life's other  separate accounts.  However, all
obligations arising under  the Contracts  are general  corporate obligations  of
Hartford Life.
    
 
    Your  investment  in  the  Separate  Account is  allocated  to  one  or more
Sub-Accounts  as  per   your  specifications.  Each   Sub-Account  is   invested
exclusively  in  the assets  of one  underlying Fund.  Net Premium  Payments and
proceeds of transfers between Sub-Accounts are applied to purchase shares in the
appropriate Fund at net asset  value determined as of  the end of the  Valuation
Period  during  which  the payments  were  received  or the  transfer  made. All
distributions from the Fund are reinvested at net asset value. The value of your
 
                                       15
<PAGE>
investment will therefore vary in accordance with the net income and fluctuation
in  the  individual  investments  within   the  underlying  Fund  portfolio   or
portfolios.  During  the  Variable  Annuity  payout  period,  both  your Annuity
payments and reserve values will vary in accordance with these factors.
 
   
    Hartford Life does not guarantee the investment results of the  Sub-Accounts
or  any of the underlying investments. There is no assurance that the value of a
Contract during the  years prior to  retirement or the  aggregate amount of  the
Variable  Annuity payments will  equal the total of  Premium Payments made under
the Contract. Since  each underlying Fund  has different investment  objectives,
each  is subject to different risks. These risks are more fully described in the
accompanying Fund Prospectus.
    
 
   
    Hartford Life reserves  the right, subject  to compliance with  the law,  to
substitute  the shares of any other registered investment company for the shares
of any Fund held by the Separate Account. Substitution may occur only if  shares
of  the Fund(s) become unavailable or if  there are changes in applicable law or
interpretations of law.  Current law requires  notification to you  of any  such
substitution and approval of the Commission.
    
 
    The  Separate Account may be subject to liabilities arising from a Series of
the Separate Account  whose assets  are attributable to  other variable  annuity
Contracts  or variable life  insurance policies offered  by the Separate Account
which are not described in this Prospectus.
 
WHAT IS THE FIXED ACCOUNT AND HOW DOES IT OPERATE?
 
    THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER THE SECURITIES  ACT OF  1933 ("1933  ACT") AND  THE FIXED  ACCOUNT IS  NOT
REGISTERED  AS AN  INVESTMENT COMPANY UNDER  THE INVESTMENT COMPANY  ACT OF 1940
("1940 ACT"). ACCORDINGLY, NEITHER THE  FIXED ACCOUNT NOR ANY INTERESTS  THEREIN
ARE  SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF  THE 1933 ACT OR THE 1940 ACT,
AND THE DISCLOSURE  REGARDING THE  FIXED ACCOUNT HAS  NOT BEEN  REVIEWED BY  THE
STAFF  OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT
THE FIXED ACCOUNT MAY BE SUBJECT  TO CERTAIN GENERALLY APPLICABLE PROVISIONS  OF
THE   FEDERAL  SECURITIES  LAWS  REGARDING  THE  ACCURACY  AND  COMPLETENESS  OF
DISCLOSURE.
 
   
    Premium Payments and Contract Values allocated to the Fixed Account become a
part of the general assets of Hartford Life. Hartford Life invests the assets of
the General Account in accordance with applicable law governing the  investments
of Insurance Company General Accounts.
    
 
   
    Currently,  Hartford Life guarantees that it  will credit interest at a rate
of not less than 3% per year,  compounded annually, to amounts allocated to  the
Fixed  Account under the Contracts. However, Hartford Life reserves the right to
change the  rate according  to state  insurance law.  Hartford Life  may  credit
interest  at a rate in excess  of 3% per year. There  is no specific formula for
the determination  of excess  interest credits.  Some of  the factors  that  the
Company may consider in determining whether to credit excess interest to amounts
allocated  to the  Fixed Account  and the  amount thereof,  are general economic
trends, rates of  return currently  available and anticipated  on the  Company's
investments,  regulatory  and  tax  requirements  and  competitive  factors. ANY
INTEREST CREDITED TO AMOUNTS ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 3%  PER
YEAR WILL BE DETERMINED IN THE SOLE DISCRETION OF THE COMPANY. THE OWNER ASSUMES
THE  RISK THAT INTEREST CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE
MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.
    
 
MAY I TRANSFER ASSETS BETWEEN SUB-ACCOUNTS?
 
   
    You may transfer the values of your Sub-Account allocations from one or more
Sub-Accounts to  another free  of charge.  However, Hartford  Life reserves  the
right to limit the number of transfers to twelve (12) per Contract Year, with no
two  (2)  transfers  occurring  on  consecutive  Valuation  Days.  Transfers  by
telephone may be made by calling (800) 862-6668. Telephone transfers may not  be
permitted by some states for their residents who purchase variable annuities.
    
 
   
    Hartford  Life may permit the Contract Owner to preauthorize transfers among
Sub-Accounts and  between  Sub-Accounts  and the  Fixed  Account  under  certain
circumstances. The policy of Hartford Life and its agents and affiliates is that
they  will not  be responsible for  losses resulting from  acting upon telephone
requests reasonably believed to be genuine. Hartford Life will employ reasonable
procedures to confirm that instructions  communicated by telephone are  genuine;
otherwise, Hartford Life may be liable for any losses
    
 
                                       16
<PAGE>
   
due  to unauthorized  or fraudulent  instructions. The  procedures Hartford Life
follows for transaction initiated by telephone include requirements that callers
on behalf of a Contract Owner identify themselves and the Contract Owner by name
and social  security number.  All transfer  instructions by  telephone are  tape
recorded.
    
 
   
    Subject to the exceptions set forth in the following paragraph, the right to
reallocate  Contract Values between the  Sub-Accounts is subject to modification
if Hartford Life  determines, in  its sole opinion,  that the  exercise of  that
right  by one or  more Contract Owners is,  or would be,  to the disadvantage of
other 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 Contract Owner, or limiting  the dollar amount that may be  transferred
between  the Sub-Accounts and the  Fixed Account by a  Contract Owner at any one
time. Such restrictions  may be  applied in  any manner  reasonably designed  to
prevent any use of the transfer right which is considered by Hartford Life to be
to the disadvantage of other Contract Owners.
    
 
    For Contracts issued in the State of New York, the reservation of rights set
forth  in the preceding paragraph is limited to (i) requiring up to a maximum of
10 Valuation  Days  between  each  transfer: (ii)  limiting  the  amount  to  be
transferred  on any one Valuation Day to no more than $2 million; and (iii) upon
30 days prior written notice, to  only accepting transfer instructions from  the
Contract owner and not from the Contract owner's representative, agent or person
acting under a power of attorney for the Contract Owner.
 
   
    Currently,  and with  respect to  Contracts issued  in all  states, the only
restriction in effect is  that Hartford Life will  not accept instructions  from
agents  acting  under a  power  of attorney  of  multiple Contract  Owners whose
accounts aggregate more  than $2 million,  unless the agent  has entered into  a
third party transfer services agreement with Hartford Life.
    
 
    Transfers between the Sub-Accounts may be made both before and after Annuity
payments  commence  (limited  to  once  a  quarter)  provided  that  the minimum
allocation to any Sub-Account may not be  less than $500. No minimum balance  is
required in any Sub-Account.
 
MAY I TRANSFER ASSETS BETWEEN THE FIXED ACCOUNT AND THE SUB-ACCOUNTS?
 
   
    Subject  to  the  restrictions set  forth  above, transfers  from  the Fixed
Account into a Sub-Account may be made at any time during the Contract Year. The
maximum amount  which may  be  transferred from  the  Fixed Account  during  any
Contract  Year is the greater of 30% of the Fixed Account balance as of the last
Contract Anniversary or the greatest amount of any prior transfer from the Fixed
Account. If Hartford Life permits preauthorized transfers from the Fixed Account
to the Sub-Accounts,  this restriction  is inapplicable. Also,  if any  interest
rate  is  renewed at  a rate  of at  least  one percentage  point less  than the
previous rate, the Contract Owner may elect to transfer up to 100% of the  funds
receiving  the reduced rate within 60 days  of notification of the interest rate
decrease. Generally, transfers  may not be  made from any  Sub-Account into  the
Fixed  Account for  the six-month period  following any transfer  from the Fixed
Account into one or more of  the Sub-Accounts. Hartford Life reserves the  right
to  defer transfers from the Fixed Account for up to six months from the date of
request.
    
 
                           OPERATION OF THE CONTRACT
 
HOW IS MY PREMIUM PAYMENT CREDITED?
 
   
    The balance of each initial Premium Payment remaining after the deduction of
any applicable Premium Tax is credited to your Contract within two business days
of receipt  of  a properly  completed  application or  an  order to  purchase  a
Contract  and the initial Premium  Payment by Hartford Life  at its Home Office,
P.O.  Box  5085,  Hartford,   CT  06102-5085.  It  will   be  credited  to   the
Sub-Account(s) and/or the Fixed Account in accordance with your election. If the
application  or other  information is incomplete  when received,  the balance of
each initial Premium  Payment, after  deduction of any  applicable Premium  Tax,
will be credited to the Sub-Account(s) or the Fixed Account within five business
days  of receipt.  If the  initial Premium Payment  is not  credited within five
business days, the Premium Payment will be immediately returned unless you  have
been informed of the delay and request that the Premium Payment not be returned.
    
 
                                       17
<PAGE>
    The  number of Accumulation  Units in each  Sub-Account to be  credited to a
Contract will be determined by dividing the portion of the Premium Payment being
credited to  each Sub-Account  by the  value  of an  Accumulation Unit  in  that
Sub-Account on that date.
 
   
    Subsequent  Premium Payments  are priced  on the  Valuation Day  received by
Hartford Life in its Home Office, or other designated administrative offices.
    
 
WHAT SIZE PREMIUM PAYMENTS MUST I MAKE?
 
    The minimum  initial  Premium Payment  is  $1,000. Thereafter,  the  minimum
Premium  Payment is $500. Certain plans may make smaller periodic payments. Each
Premium Payment may  be split among  the various Sub-Accounts  and/or the  Fixed
Account subject to minimum amounts then in effect.
 
WHAT IF I AM NOT SATISFIED WITH MY PURCHASE?
 
   
    If  you are not satisfied with your  purchase you may surrender the Contract
by returning it within ten days (or longer in some states) after you receive it.
A written request for cancellation must  accompany the Contract. In such  event,
Hartford  Life  will,  without  deduction  for  any  charges  normally  assessed
thereunder, pay you an amount equal to the sum of (i) the difference between the
Premium Payment and the amounts allocated to the Sub Account(s) and/or the Fixed
Account under the Contract  and (ii) the  value of the Contract  on the date  of
surrender attributable to the amounts so allocated. You bear the investment risk
during  the period prior  to the Company's receipt  of request for cancellation.
Hartford Life  will  refund the  premium  paid only  for  individual  retirement
annuities  (if returned within seven days of  receipt) and in those states where
required by law.
    
 
MAY I ASSIGN OR TRANSFER MY CONTRACT?
 
    Ownership of a Contract described  herein is generally assignable.  However,
if  the Contracts  are issued  pursuant to  some form  of Qualified  Plan, it is
possible that the ownership of the Contracts may not be transferred or  assigned
depending  on the type of qualified retirement plan involved. An assignment of a
Non-Qualified Contract may subject the  assignment proceeds to income taxes  and
certain  penalty  taxes.  (See  "Taxation of  Annuities  in  General  -- Non-Tax
Qualified Purchasers" commencing on page 27.)
 
HOW DO I KNOW WHAT MY CONTRACT IS WORTH?
 
    The value of  the Sub-Account investments  under your Contract  at any  time
prior  to the commencement of Annuity  payments can be determined by multiplying
the total  number  of Accumulation  Units  credited  to your  Contract  in  each
Sub-Account  by the  then current  Accumulation Unit  values for  the applicable
Sub-Account. The value  of the  Fixed Account under  your Contract  will be  the
amount  allocated  to the  Fixed  Account plus  interest  credited. You  will be
advised at least semiannually  of the number of  Accumulation Units credited  to
each Sub-Account, the current Accumulation Unit values, the Fixed Account value,
and the total value of your Contract.
 
HOW IS THE ACCUMULATION UNIT VALUE DETERMINED?
 
    The  Accumulation Unit value  for each Sub-Account will  vary to reflect the
investment experience of  the applicable  Fund and  will be  determined on  each
Valuation  Day  by multiplying  the Accumulation  Unit  value of  the particular
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The "Net Investment Factor" for
each of  the Sub-Accounts  is equal  to the  net asset  value per  share of  the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of  any dividends or capital  gains distributed by that  Fund if the ex-dividend
date occurs in the Valuation Period then  ended) divided by the net asset  value
per  share of the corresponding  Fund at the beginning  of the Valuation Period.
You should refer to the Prospectus for each of the Funds which accompanies  this
Prospectus  for a description  of how the  assets of each  Fund are valued since
each determination has a  direct bearing on the  Accumulation Unit value of  the
Sub-Account  and therefore the value of  a Contract. The Accumulation Unit Value
is affected by the performance of the underlying Fund(s), expenses and deduction
of the charges described in this Prospectus.
 
HOW ARE THE UNDERLYING FUND SHARES VALUED?
 
    The shares of the Fund are valued at net asset value on each Valuation  Day.
A  complete description of the valuation method  used in valuing Fund shares may
be found in the accompanying Prospectus of the Funds.
 
                                       18
<PAGE>
HOW IS THE VALUE OF THE FIXED ACCOUNT DETERMINED?
 
   
    Hartford Life will  determine the value  of the Fixed  Account by  crediting
interest  to amounts allocated  to the Fixed Account.  The minimum Fixed Account
interest rate  is 3%,  compounded annually.  Hartford Life  may credit  a  lower
minimum  interest rate  according to  state law.  Hartford Life  also may credit
interest at rates greater than the minimum Fixed Account interest rate.
    
 
                              PAYMENT OF BENEFITS
 
WHAT WOULD MY BENEFICIARY RECEIVE AS A DEATH BENEFIT?
 
   
    The Contracts  provide that  in  the event  the  Annuitant dies  before  the
selected  Annuity Commencement  Date, the  Contingent Annuitant  will become the
Annuitant. If the Annuitant dies before the Annuity Commencement Date and either
(a) there is no  designated Contingent Annuitant,  (b) the Contingent  Annuitant
predeceases  the Annuitant, or (c) if any Contract Owner dies before the Annuity
Commencement Date,  the Beneficiary  as determined  under the  Contract  Control
Provisions,  will receive the Minimum Death Benefit as determined on the date of
receipt of due proof of death by  Hartford Life in its Home Office. With  regard
to  Joint Contract Owners, at the first death of a joint Contract Owner prior to
the Annuity Commencement Date,  the Beneficiary will  be the surviving  Contract
Owner  notwithstanding  that  the  beneficiary  designation  may  be  different.
However, if upon death prior to  the Annuity Commencement Date of the  Annuitant
or  Contract  Owner, as  applicable,  had not  attained  his 85th  birthday, the
Beneficiary will receive the greatest of (a) the Contract Value determined as of
the day written proof of death of  such person is received by Hartford Life,  or
(b)  100% of the  total Premium Payments  made to such  Contract, reduced by any
prior  surrenders,  or  (c)  the  Contract  Value  on  the  Specified   Contract
Anniversary  immediately preceding  the date of  death, increased  by the dollar
amount of any  Premium Payments made  and reduced  by the dollar  amount of  any
partial   terminations  since  the   immediately  preceding  Specified  Contract
Anniversary in  all states  except  North Carolina  where the  Beneficiary  will
received the greater of the Contract Value for the premium payments as set forth
in (a) and (b) above.
    
 
    If  the  deceased,  the  Annuitant or  Contract  Owner,  as  applicable, had
attained age 85, then the Death Benefit will equal the Contract Value.
 
   
    Death Benefit  proceeds will  remain  invested in  the Separate  Account  in
accordance with the allocation instructions given by the Certificate Owner until
the  proceeds  are paid  or  Hartford Life  receives  new instructions  from the
Beneficiary. The death benefit may  be taken in one  sum, payable within 7  days
after  the date Due Proof  of Death is received, or  under any of the settlement
options then being offered  by the Company provided,  however, that: (a) in  the
event of the death of any Contract Owner prior to the Annuity Commencement Date,
the entire interest in the Contract will be distributed within 5 years after the
death  of the Contract Owner and  (b) in the event of  the death of any Contract
Owner or Annuitant which occurs on  or after the Annuity Commencement Date,  any
remaining interest in the Contract will be paid at least as rapidly as under the
method  of distribution in  effect at the time  of death, or,  if the benefit is
payable  over  a  period  not  extending  beyond  the  life  expectancy  of  the
Beneficiary or over the life of the Beneficiary, such distribution must commence
within  one year  of the  date of death.  Notwithstanding the  foregoing, in the
event of the Contract Owner's death where the sole Beneficiary is the spouse  of
the  Contract Owner  and the Annuitant  or Contingent Annuitant  is living, such
spouse may elect, in lieu of receiving  the death benefit, to be treated as  the
Contract Owner. The proceeds due on the death may be applied to provide variable
payments, fixed payments, or a combination of variable and fixed payments.
    
 
    If the Contract is owned by a corporation or other non-individual, the Death
Benefit   payable  upon  the  death  of  the  Annuitant  prior  to  the  Annuity
Commencement Date will be payable only as  one sum or under the same  settlement
options  and in the same  manner as if an individual  Contract Owner died on the
date of the Annuitant's death.
 
HOW CAN A CONTRACT BE REDEEMED OR SURRENDERED?
 
    At any time  prior to  the Annuity Commencement  Date, you  have the  right,
subject  to any IRS provisions applicable thereto, to surrender the value of the
Contract  in   whole  or   in   part.  Under   any   of  the   Annuity   options
 
                                       19
<PAGE>
excluding  Options 4 and  5, no surrenders are  permitted after Annuity payments
commence. Only  full  surrenders  are allowed  out  of  Option 4  and  any  such
surrender  will be subject to contingent  deferred sales charges, if applicable.
Full or partial withdrawals may be made from Option 5 at any time and contingent
deferred sales charges will not be applied.
 
FULL SURRENDERS
 
    At any time prior  to the Annuity Commencement  Date (and after the  Annuity
Commencement  Date with  respect to  values applied  to Option  4), the Contract
Owner has the right  to terminate the Contract.  In such event, the  Termination
Value of the Contract may be taken in the form of a lump sum cash settlement.
 
    The  Termination Value of the  Contract is equal to  the Contract Value less
any applicable Premium Taxes, the Annual  Maintenance Fee if applicable and  any
applicable  contingent deferred sales charges. The Termination Value may be more
or less than the amount of the Premium Payments made to a Contract.
 
PARTIAL SURRENDERS
 
   
    The Contract Owner may  make a partial surrender  of Contract Values at  any
time prior to the Annuity Commencement Date so long as the amount surrendered is
at  least equal to the minimum amount rules then in effect. Additionally, if the
remaining Contract Value following a surrender is less than $500, Hartford  Life
may  terminate the Contract and pay  the Termination Value. For Contracts issued
in Texas,  there is  an additional  requirement that  the Contract  will not  be
terminated when the remaining Contract Value after a surrender is less than $500
unless  there were  no Premium  Payments made  during the  previous two Contract
Years.
    
 
   
    Each Contract  Year,  on  a  non-cumulative  basis,  partial  surrenders  of
Contract  Values of  up to  10% of  the aggregate  Premium Payments  made to the
Contract may be  made without  being subject  to the  contingent deferred  sales
charge.  Certain  plans or  programs may  have different  withdrawal privileges.
Hartford Life may permit the  Contract Owner to preauthorize partial  surrenders
subject to certain limitations then in effect.
    
 
    THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(B) TAX-SHELTERED ANNUITIES. AS
OF  DECEMBER 31,  1988, ALL  SECTION 403(B)  ANNUITIES HAVE  LIMITS ON  FULL AND
PARTIAL SURRENDERS. CONTRIBUTIONS TO THE  CONTRACT MADE AFTER DECEMBER 31,  1988
AND  ANY INCREASES IN CASH VALUE AFTER  DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED
UNLESS THE CONTRACT  OWNER/EMPLOYEE HAS A)  ATTAINED AGE 59  1/2, B)  TERMINATED
EMPLOYMENT, C) DIED, D) BECOME DISABLED OR E) EXPERIENCED FINANCIAL HARDSHIP.
 
    DISTRIBUTIONS DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY STILL
BE SUBJECT TO A PENALTY TAX OF 10%.
 
   
    HARTFORD  LIFE WILL NOT  ASSUME ANY RESPONSIBILITY  IN DETERMINING WHETHER A
WITHDRAWAL IS  PERMISSIBLE,  WITH OR  WITHOUT  TAX PENALTY,  IN  ANY  PARTICULAR
SITUATION; OR IN MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY 1,
1989 ACCOUNT VALUES.
    
 
    ANY SUCH 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  HIS  TAX  ADVISER BEFORE  UNDERTAKING  ANY  SUCH  SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE 27.)
 
   
    Payment on any request for a full or partial surrender from the Sub-Accounts
will be made as soon as possible and in any event no later than seven days after
the written  request is  received by  Hartford Life  at its  Home Office,  Attn:
Individual  Annuity Operations, P.O. Box 5085, Hartford, CT 06102-5085. Hartford
Life may defer  payment of  any amounts  from the Fixed  Account for  up to  six
months  from the  date of  the request  for surrender.  If Hartford  Life defers
payment for more than 30  days, Hartford Life will pay  interest of at least  3%
per  annum on the amount deferred. In requesting a partial withdrawal you should
specify the  Sub-Account(s) and/or  the  Fixed Account  from which  the  partial
withdrawal  is  to  be  taken. Otherwise,  such  withdrawal  and  any applicable
contingent deferred sales charges will be effected on a pro rata basis according
to the value in the Fixed Account and each Sub-Account under a Contract.  Within
this  context, the contingent deferred sales  charges are taken from the Premium
Payments in the  order in which  they were received:  from the earliest  Premium
Payments  to the latest Premium  Payments (see "How are  the sales charges under
these Contracts made?" page 23).
    
 
                                       20
<PAGE>
CAN PAYMENT OF A REDEMPTION, SURRENDER OR DEATH BENEFIT EVER BE POSTPONED BEYOND
THE SEVEN DAY PERIOD?
 
    Yes. There may be postponement whenever  (a) the New York Stock Exchange  is
closed,  except  for holidays  or weekends,  or  trading on  the New  York Stock
Exchange is restricted as determined by the Securities and Exchange  Commission;
(b)  the Securities and Exchange Commission  permits postponement and so orders;
or (c)  the Securities  and  Exchange Commission  determines that  an  emergency
exists  making valuation of the amounts or disposal of securities not reasonably
practicable.
 
MAY I SURRENDER ONCE ANNUITY PAYMENTS HAVE STARTED?
 
    No. Surrenders are not permitted after Annuity payments commence EXCEPT that
a full surrender is allowed when payments  for a designated period (Option 4  or
5) are selected as the Annuity option.
 
WHAT ARE MY ANNUITY BENEFITS?
 
    You  select an Annuity Commencement Date and  an Annuity option which may be
on a fixed or variable basis, or a combination thereof. The Annuity Commencement
Date will  not be  deferred  beyond the  Annuitant's  90th birthday  except  for
certain  states  where  deferral  past  age 85  is  not  permitted.  The Annuity
Commencement Date and/or the  Annuity option may be  changed from time to  time,
but  any change must be made at least 30 days prior to the date on which Annuity
payments are  scheduled to  begin. The  Contract allows  the Contract  Owner  to
change the Sub-Accounts on which variable payments are based after payments have
commenced  once every three (3) months. Any  Fixed Annuity allocation may not be
changed.
 
   
    ANNUITY OPTIONS --  The Contract  contains the five  optional Annuity  forms
described  below. Options 2, 4, and 5  are available to Qualified Contracts only
if the  guaranteed  payment period  is  less than  the  life expectancy  of  the
Annuitant  at the time the option  becomes effective. Such life expectancy shall
be computed on the  basis of the  mortality table prescribed by  the IRS, or  if
none  is prescribed, the mortality table then  in use by the Hartford Life. With
respect to Non-Qualified Contracts, if you  do not elect otherwise, payments  in
most  states  will  automatically begin  at  the  Annuitant's age  90  (with the
exception of states that do not allow deferral past age 85) under Option 2  with
120  monthly payments certain.  For Qualified Contracts  and Contracts issued in
Texas, if you do not elect  otherwise, payments will begin automatically at  the
Annuitant's age 90 under Option 1 to provide a life Annuity.
    
 
    Under  any of the Annuity  options excluding Options 4  and 5, no surrenders
are permitted after Annuity payments commence. Only full surrenders are  allowed
out  of Option 4 and  any such surrender will  be subject to contingent deferred
sales charges,  if applicable.  Full or  partial withdrawals  may be  made  from
Option 5 at any time and contingent deferred sales charges will not be applied.
 
    OPTION  1: LIFE ANNUITY --  A life Annuity is  an Annuity payable during the
lifetime of the Annuitant  and terminating with the  last payment preceding  the
death  of the Annuitant. This option offers the largest payment amount of any of
the life Annuity  options since there  is no  guarantee of a  minimum number  of
payments nor a provision for a death benefit payable to a Beneficiary.
 
    It  would be possible under this option for an Annuitant to receive only one
Annuity payment if he died prior to the due date of the second Annuity  payment,
two if he died before the due date of the third Annuity payment, etc.
 
   
    OPTION 2: LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN -- This
Annuity option is an Annuity payable monthly during the lifetime of an Annuitant
with  the provision that payments will be made  for a minimum of 120, 180 or 240
months, as elected. If, at the death  of the Annuitant, payments have been  made
for less than the minimum elected number of months, then the present value as of
the  date of the Annuitant's death, of any remaining guaranteed payments will be
paid in one  sum to  the Beneficiary  or Beneficiaries  designated unless  other
provisions have been made and approved by Hartford Life.
    
 
   
    OPTION  3: JOINT  AND LAST  SURVIVOR ANNUITY  -- An  Annuity payable monthly
during the joint lifetime of the  Annuitant and a designated second person,  and
thereafter  during the remaining lifetime of the survivor, ceasing with the last
payment prior  to the  death of  the survivor.  Based on  the options  currently
offered  by  Hartford Life,  the Annuitant  may  elect that  the payment  to the
survivor be  less  than  the payment  made  during  the joint  lifetime  of  the
Annuitant and a designated second person.
    
 
                                       21
<PAGE>
    It  would  be possible  under this  option for  an Annuitant  and designated
second person  to  receive only  one  payment in  the  event of  the  common  or
simultaneous  death of the parties prior to  the due date for the second payment
and so on.
 
   
    OPTION 4: PAYMENTS FOR A DESIGNATED PERIOD -- An amount payable monthly  for
the number of years selected which may be from 5 to 30 years. Under this option,
you may, at any time, surrender the Contract and receive, within seven days, the
Termination Value of the Contract as determined by Hartford Life.
    
 
   
    In  the event of  the Annuitant's death  prior to the  end of the designated
period, the  present value  as of  the date  of the  Annuitant's death,  of  any
remaining  guaranteed payments  will be  paid in one  sum to  the Beneficiary or
Beneficiaries designated unless other provisions have been made and approved  by
the Hartford Life.
    
 
    Option  4 is an option that does  not involve life contingencies and thus no
mortality guarantee.  Charges  made  for the  mortality  undertaking  under  the
Contracts thus provide no real benefit to a Contract Owner.
 
   
    OPTION  5: DEATH BENEFIT  REMAINING WITH HARTFORD LIFE  -- Proceeds from the
Death Benefit may be  left with Hartford  Life for a period  not to exceed  five
years  from  the  date  of  the Contract  Owner's  death  prior  to  the Annuity
Commencement Date. These  proceeds will  remain in the  Sub-Account(s) to  which
they  were  allocated at  the time  of  death unless  the Beneficiary  elects to
reallocate them. Full or  partial withdrawals may  be made at  any time. In  the
event  of withdrawals, the remaining value will  equal the Contract Value of the
proceeds left with Hartford Life, minus any withdrawals.
    
 
   
    Hartford Life may offer other annuity options from time to time.
    
 
HOW ARE ANNUITY PAYMENTS DETERMINED?
 
    The value of the Annuity Unit  for each Sub-Account in the Separate  Account
for  any day is determined by multiplying the value for the preceding day by the
product of (1)  the net  investment factor (see  "How is  the Accumulation  Unit
value determined?" commencing on page 18) for the day for which the Annuity Unit
value is being calculated, and (2) a factor to neutralize the assumed investment
rate of 4.00% per annum discussed below.
 
    When  Annuity  payments  are  to  commence, the  value  of  the  Contract is
determined as the  sum of the  value of the  Fixed Account no  earlier than  the
close  of  business on  the fifth  Valuation  Day preceding  the date  the first
Annuity payment is due plus the product of the value of the Accumulation Unit of
each Sub-Account on that same day, and the number of Accumulation Units credited
to each Sub-Account as of the date the Annuity is to commence.
 
    The Contract contains  tables indicating  the minimum dollar  amount of  the
first  monthly payment under  the optional forms  of Annuity for  each $1,000 of
value of  a Sub-Account  under  a Contract.  The  first monthly  payment  varies
according  to  the form  and  type of  Annuity  selected. The  Contract contains
Annuity tables derived from  the 1983a Individual  Annuity Mortality Table  with
ages  set back one year and with an assumed investment rate ("A.I.R.") of 4% per
annum. The  total  first  monthly  Variable 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.
 
   
    Fixed Annuity payments  are determined at  annuitization by multiplying  the
values  allocated to the Fixed Account (less applicable Premium Taxes) by a rate
to be determined by Hartford  Life which is no less  than the rate specified  in
the  Annuity tables in the  Contract. The Annuity payment  will remain level for
the duration of the Annuity.
    
 
    The amount  of the  first monthly  Variable Annuity  payment, determined  as
described  above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account no earlier  than the close  of business on  the fifth Valuation  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 payment period, and  in each subsequent month
the dollar amount of the Variable  Annuity payment is determined by  multiplying
this fixed number of Annuity Units by the then current Annuity Unit value.
 
    LEVEL  VARIABLE ANNUITY  PAYMENTS WOULD BE  PRODUCED IF  THE INVESTMENT RATE
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR DOWN
AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
 
                                       22
<PAGE>
    The Annuity  Unit value  used  in calculating  the  amount of  the  Variable
Annuity  payments will be  based on an  Annuity Unit value  determined as of the
close of business on a day no earlier than the fifth Valuation Day preceding the
date of the Annuity payment.
 
                          CHARGES UNDER THE CONTRACTS
 
HOW ARE THE SALES CHARGES UNDER THE CONTRACTS MADE?
 
    There is no deduction  for sales expenses from  Premium Payments when  made.
However,  a contingent  deferred sales charge  may be  assessed against Contract
Values when they are surrendered.
 
    The length  of  time from  receipt  of a  Premium  Payment to  the  time  of
surrender  determines the  contingent deferred  sales charge.  For this purpose,
Premium Payments will be deemed to be surrendered in the order in which they are
received and all surrenders  will be first from  Premium Payments and then  from
other  Contract Values. The charge is a  percentage of the amount withdrawn (not
to exceed the aggregate amount of the Premium Payments made) and equals:
 
<TABLE>
<CAPTION>
                             LENGTH OF TIME
          CHARGE          FROM PREMIUM PAYMENT
          ------          --------------------
                           (NUMBER OF YEARS)
          <C>             <S>
            7%            1
            6%            2
            5%            3
            4%            4
            3%            5
            2%            6
            1%            7
            0%            8 or more
</TABLE>
 
    No contingent deferred sales charge will  be assessed in the event of  death
of  the Annuitant  or Contract Owner,  or if  Contract Values are  applied to an
Annuity option provided for under the  Contract (except that a surrender out  of
Option 4 will be subject to a contingent deferred sales charge if applicable) or
upon  the exercise of the withdrawal privilege.  (See "Is there ever a time when
the sales charges do not apply?" commencing on page 23.)
 
    In the case of a redemption in which you request a certain dollar amount  be
withdrawn,  the  sales charge  is  deducted from  the  amount withdrawn  and the
balance is paid to you.  Example: You request a  total withdrawal of $1,000  and
the  applicable sales load  is 5%. Your Sub-Account(s)  and/or the Fixed Account
will be reduced  by $1,000 and  you will  receive $950 (i.e.,  the $1,000  total
withdrawal  less the 5% sales  charge). This is the  method applicable on a full
surrender of your Contract.  In the case  of a partial  redemption in which  you
request  to receive a specified  amount, the sales charge  will be calculated on
the total amount  that must  be withdrawn  from your  Sub-Account(s) and/or  the
Fixed  Account in order to  provide you with the  amount requested. Example: You
request to  receive $1,000  and the  applicable sales  charge is  5%. Your  Sub-
Account(s)  and/or the Fixed Account will be reduced by $1,052.63 (i.e., a total
withdrawal of $1,052.63 which results in a $52.63 sales charge ($1,052.63 x  5%)
and a net amount paid to you of $1,000 as requested).
 
IS THERE EVER A TIME WHEN THE SALES CHARGES DO NOT APPLY?
 
   
    Yes.  During any Contract Year, on  a non-cumulative basis, a Contract Owner
may make a partial surrender  of Contract Values of up  to 10% of the  aggregate
Premium  Payments  made  to the  Contract  (as  determined on  the  date  of the
requested withdrawal) without the application  of the contingent deferred  sales
charge  described above. Certain plans or programs may have different withdrawal
privileges. Any such withdrawal will be deemed to be from Contract Values  other
than  Premium Payments. From time to time, Hartford Life may permit the Contract
Owner to preauthorize partial surrenders subject to certain limitations then  in
effect.  Additional surrenders or any surrender of the Contract Values in excess
of such amount in any Contract  Year during the period when contingent  deferred
sales  charges are applicable will  be subject to the  appropriate charge as set
forth above.
    
 
                                       23
<PAGE>
    No  contingent deferred sales charges  otherwise applicable will be assessed
in the  event of  death of  the Annuitant,  death of  the Contract  Owner or  if
payments  are  made under  an Annuity  option provided  for under  the Contract,
except that in  the case  of a  surrender out  of Annuity  Option 4,  contingent
deferred sales charges will be assessed, if applicable.
 
   
    Hartford  Life may  offer certain employer  sponsored savings  plans, in its
discretion, reduced  fees  and  charges  including,  but  not  limited  to,  the
contingent deferred sales charges, the mortality and expense risk charge and the
maintenance  fee  for  certain sales  under  circumstances which  may  result in
savings of certain costs and expenses. Reductions in these fees and charges will
not be unfairly discriminatory against any Contract owner.
    
 
WHAT DO THE SALES CHARGES COVER?
 
   
    The contingent deferred sales charges are used to cover expenses relating to
the sale and distribution  of the Contracts, including  commissions paid to  any
distribution  organization and its sales personnel,  the cost of preparing sales
literature and other promotional activities. To the extent that these charges do
not cover such distribution  expenses they will be  borne by Hartford Life  from
its  general  assets,  including  surplus.  The  surplus  might  include profits
resulting from unused mortality and expense risk charges.
    
 
WHAT IS THE MORTALITY AND EXPENSE RISK CHARGE?
 
   
    Although Variable Annuity  payments made  under the Contracts  will vary  in
accordance with the investment performance of the underlying Fund shares held in
the  Sub-Account(s), the  payments will not  be affected by  (a) Hartford Life's
actual mortality  experience  among  Annuitants  before  or  after  the  Annuity
Commencement  Date or (b)  Hartford Life's actual expenses,  if greater than the
deductions provided for in  the Contracts because of  the expense and  mortality
undertakings by Hartford Life.
    
 
   
    For  assuming these  risks under  the Contracts,  Hartford Life  will make a
daily charge at the rate of 1.25% per annum against all Contract Values held  in
the  Sub-Accounts  during  the  life  of the  Contract  (estimated  at  .90% for
mortality and .35% for expense).
    
 
   
    The mortality undertakings  provided by Hartford  Life under the  Contracts,
assuming the selection of one of the forms of life Annuities, is to make monthly
Annuity  payments (determined  in accordance  with the  1983a Individual Annuity
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.  Hartford Life also  assumes the liability  for
payment of a minimum death benefit under the Contract.
    
 
   
    The  mortality undertakings  are based  on Hartford  Life's determination of
expected mortality  rates  among  all Annuitants.  If  actual  experience  among
Annuitants  during  the Annuity  payment  period deviates  from  Hartford Life's
actuarial determination of expected mortality rates among Annuitants because, as
a group, their longevity is longer than anticipated, Hartford Life must  provide
amounts  from its  general funds  to fulfill  its Contract  obligations. In that
event, a loss will fall on Hartford Life. Also, in the event of the death of  an
Annuitant  or  Contract  Owner  before  the  commencement  of  Annuity payments,
whichever is  earlier,  Hartford  Life  can,  in  periods  of  declining  value,
experience  a loss resulting from the  assumption of the mortality risk relative
to the minimum death benefit.
    
 
   
    In providing an expense undertaking, Hartford Life assumes the risk that the
contingent deferred sales charges and the Annual Maintenance Fee for maintaining
the Contracts prior  to the  Annuity Commencement  Date may  be insufficient  to
cover the actual cost of providing such items.
    
 
ARE THERE ANY ADMINISTRATIVE CHARGES?
 
   
    Each   year,  on  each  Contract  Anniversary   on  or  before  the  Annuity
Commencement Date,  Hartford Life  will  deduct an  Annual Maintenance  Fee,  if
applicable,  from Contract Values  to reimburse it for  expenses relating to the
maintenance  of  the  Contract,  the  Fixed  Account,  and  the   Sub-Account(s)
thereunder.  If during a Contract Year the  Contract is surrendered for its full
value, Hartford Life will deduct the Annual Maintenance Fee at the time of  such
surrender. The fee is a flat fee which will be due in the full amount regardless
of  the time  of the  Contract Year  that Contract  Values are  surrendered. The
Annual Maintenance Fee is $25.00 per  Contract Year. The deduction will be  made
pro  rata according to the value in each Sub-Account and the Fixed Account under
a Contract.
    
 
                                       24
<PAGE>
HOW MUCH ARE THE DEDUCTIONS FOR PREMIUM TAXES?
 
   
    A deduction is also made for Premium Tax, if applicable, imposed by a  state
or  other governmental  entity. Certain states  impose a  Premium Tax, currently
ranging up to 3.5%. Some states assess the tax at the time purchase payments are
made; others assess the tax at the time of annuitization. Hartford Life will pay
Premium Taxes at the time imposed under applicable law. At its sole  discretion,
Hartford Life may deduct Premium Taxes at the time Hartford Life pays such taxes
to  the applicable taxing authorities, at  the time the Contract is surrendered,
or at the time the Contract annuitizes.
    
 
                        HARTFORD LIFE INSURANCE COMPANY
                                 AND THE FUNDS
 
WHAT IS HARTFORD LIFE?
 
   
    Hartford  Life   Insurance   Company  ("Hartford   Life")   was   originally
incorporated   under  the  laws  of  Massachusetts  on  June  5,  1902.  It  was
subsequently redomiciled to Connecticut.  It is a  stock life insurance  company
engaged  in the business  of writing health and  life insurance, both individual
and group, in all states of the United States and the District of Columbia.  The
offices  of Hartford  Life are  located in  Simsbury, Connecticut;  however, its
mailing address is P.O. Box 2999, Hartford, CT 06104-2999.
    
 
   
    Hartford Life is ultimately 100%  owned by Hartford Fire Insurance  Company,
one  of the largest multiple  lines insurance carriers in  the United States. On
December 20,  1995,  Hartford  Fire Insurance  Company  became  an  independent,
publicly traded corporation.
    
 
   
    Hartford  Life is rated A+ (superior) by A.M. Best and Company, Inc., on the
basis of its  financial soundness  and operating performance.  Hartford Life  is
rated  AA+ rating by both Standard & Poor's  and Duff and Phelps on the basis of
its claims paying ability.
    
 
    These ratings  do not  apply to  the performance  of the  Separate  Account.
However, the Contractual obligations under this variable annuity are the general
corporate  obligations  of Hartford  Life. These  ratings  do apply  to Hartford
Life's ability to meet its insurance obligations under the Contract.
 
WHAT ARE THE FUNDS?
 
    Hartford Stock Fund, Inc. was organized on March 11, 1976. Hartford Advisers
Fund, Inc.,  Hartford Bond  Fund, Inc.,  Hartford U.S.  Government Money  Market
Fund,  Inc., and HVA Money  Market Fund, Inc. were  all organized on December 1,
1982. Hartford Capital Appreciation  Fund, Inc. was  organized on September  20,
1983.  Hartford Mortgage Securities Fund, Inc. was organized on October 5, 1984.
Hartford Index Fund, Inc. was organized on May 16, 1983. Hartford  International
Advisers  Fund, Inc. was organized on             , 1994. Hartford International
Opportunities Fund, Inc. was  organized on January  25, 1990. Hartford  Dividend
and  Growth  Fund was  organized  on October  21, 1993.  All  of the  Funds were
incorporated under  the laws  of  the State  of  Maryland and  are  collectively
referred to as the "Funds." The Funds may not be available in all states.
 
    The investment objectives of each of the Funds are as follows:
 
    HARTFORD  ADVISERS FUND, INC. -- To achieve  maximum long term total rate of
return consistent with prudent investment risk by investing in common stock  and
other  equity  securities, bonds  and other  debt  securities, and  money market
instruments. The investment adviser will vary the investments of the Fund  among
equity  and  debt securities  and money  market  instruments depending  upon its
analysis of market  trends. Total  rate of  return consists  of current  income,
including dividends, interest and discount accruals and capital appreciation.
 
    HARTFORD  BOND FUND,  INC. -- To  achieve maximum  current income consistent
with preservation of capital by investing primarily in fixed-income securities.
 
   
    HARTFORD CAPITAL  APPRECIATION  FUND,  INC.  (formerly  Hartford  Aggressive
Growth  Fund,  Inc.) --  To achieve  growth  of capital  by investing  in equity
securities and securities convertible into equity securities selected solely  on
the  basis  of  potential  for  capital  appreciation;  income,  if  any,  is an
incidental consideration.
    
 
                                       25
<PAGE>
   
    HARTFORD DIVIDEND AND GROWTH FUND, INC. --  To seek a high level of  current
income  consistent  with growth  of capital  and  reasonable investment  risk by
investing primarily in equity securities and securities convertible into  equity
securities.
    
 
   
    HARTFORD INDEX FUND, INC. -- To provide investment results 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.*
    
 
    HARTFORD  INTERNATIONAL ADVISERS FUND, INC.  -- To provide maximum long-term
total return consistent with prudent investment risk by investing in a portfolio
of equity,  debt and  money securities.  Securities in  which the  Fund  invests
primarily  will  be denominated  in non-U.S.  currencies and  will be  traded in
non-U.S. markets.
 
    HARTFORD INTERNATIONAL  OPPORTUNITIES FUND,  INC.  -- To  achieve  long-term
total   return  consistent  with  prudent  investment  risk  through  investment
primarily in equity securities issued by foreign companies.
 
    HARTFORD MORTGAGE SECURITIES FUND, INC. -- To achieve maximum current income
consistent with safety of  principal and maintenance  of liquidity by  investing
primarily  in mortgage-related  securities, including  securities issued  by the
Government National Mortgage Association ("GNMA").
 
    HARTFORD STOCK FUND, INC. --  To achieve long-term capital growth  primarily
through  capital  appreciation, with  income  as a  secondary  consideration, by
investing in equity-type securities.
 
    HVA MONEY MARKET FUND, INC. -- To achieve maximum current income  consistent
with  liquidity  and  preservation  of  capital  by  investing  in  money market
securities.
 
    The following Fund is available only for qualified Contracts issued prior to
May 1, 1987.
 
    HARTFORD U.S.  GOVERNMENT MONEY  MARKET  FUND, INC.  -- To  achieve  maximum
current   income  consistent  with  preservation  of  capital  by  investing  in
short-term, marketable obligations  issued or  guaranteed by  the United  States
Government  or by agencies or instrumentalities  of the United States Government
whether or not they are guaranteed by  the full faith and credit of the  federal
government.  The Fund was  organized on December  1, 1982 under  the laws of the
state of Maryland.
 
ALL FUNDS
 
   
    All of the  Funds are sponsored  by Hartford Life.  The Funds are  available
only to serve as the underlying investment for the variable annuity and variable
life insurance Contracts issued by Hartford Life.
    
 
   
    It  is conceivable that in the future it may be disadvantageous for variable
annuity separate  accounts  and variable  life  insurance separate  accounts  to
invest  in the Funds simultaneously. Although Hartford Life and the Funds do not
currently foresee any  such disadvantages  either to  variable annuity  Contract
Owners or to variable life insurance policyowners, the Funds' Board of Directors
intends  to monitor events  in order to identify  any material conflicts between
such Contract Owners  and Policyowners  and to  determine what  action, if  any,
should be taken in response thereto. If the Board of Directors of the Funds were
to  conclude that  separate funds  should be  established for  variable life and
variable annuity separate accounts, the  variable annuity Contract Owners  would
not bear any expenses attendant to the establishment of such separate funds.
    
 
   
    The  Hartford Investment  Management Company ("HIMCO")  serves as investment
manager or adviser  to each  of the  Funds. In  addition, Wellington  Management
Company  ("Wellington  Management")  has  served  as  sub-investment  adviser to
certain of the Funds since August 1984.
    
 
   
    HIMCO serves as investment manager  for Hartford Advisers, Hartford  Capital
Appreciation   Fund,  Hartford  Dividend   and  Growth,  Hartford  International
Advisers, Hartford International Opportunities and Hartford Stock Funds pursuant
to an Investment Management Agreement between each. Wellington Management serves
as sub-investment adviser to  each of these funds  pursuant to a  Sub-Investment
Advisory  Agreement between  Wellington Management and  HIMCO on  behalf of each
fund.
    
 
    HIMCO serves as the investment  adviser to Hartford Bond, Hartford  Mortgage
Securities,  Hartford U.S.  Government Money Market  and HVA  Money Market Funds
pursuant to an Investment Advisory Agreement between these funds and 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. THE INDEX FUND IS  NOT SPONSORED, ENDORSED, SOLD OR  PROMOTED
BY  STANDARD  & POOR'S  ("S&P") AND  S&P MAKES  NO REPRESENTATION  REGARDING THE
ADVISABILITY OF INVESTING IN THE INDEX FUND.
    
 
                                       26
<PAGE>
   
    A full description of the Funds, their investment policies and restrictions,
risks, charges  and  expenses  and  all other  aspects  of  their  operation  is
contained  in  the  accompanying  Funds'  Prospectus  which  should  be  read in
conjunction with this Prospectus before investing and in the Funds' Statement of
Additional Information which may be ordered from Hartford Life.
    
 
   
DOES HARTFORD LIFE HAVE ANY INTEREST IN THE FUNDS?
    
 
   
    At December 31, 1995, certain Hartford Life Insurance Company group  pension
Contracts held direct interest in shares as follows:
    
 
<TABLE>
<CAPTION>
                                                                                                         PERCENT OF
                                                                                              SHARES    TOTAL SHARES
                                                                                            ----------  ------------
<S>                                                                                         <C>         <C>
Hartford Advisers Fund, Inc...............................................................  10,709,364      0.56%
Hartford Capital Appreciation Fund, Inc...................................................   5,313,800      1.31%
Hartford Index Fund, Inc.                                                                    9,462,900      9.14%
Hartford International Opportunities Fund, Inc............................................   5,547,408      1.16%
Hartford Mortgage Securities Fund, Inc....................................................  16,249,689      5.26%
Hartford Stock Fund, Inc..................................................................      65,899      0.02%
</TABLE>
 
                           FEDERAL TAX CONSIDERATIONS
WHAT ARE SOME OF THE FEDERAL TAX CONSEQUENCES WHICH AFFECT THESE CONTRACTS?
 
A. GENERAL
 
    SINCE  THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT  OWNER INVOLVED AND THE TYPE OF PLAN  UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE  OR  OTHER ENTITY  CONTEMPLATING THE  PURCHASE  OF A  CONTRACT DESCRIBED
HEREIN.
 
   
    It should be understood that any detailed description of the Federal  income
tax  consequences regarding  the purchase of  these Contracts cannot  be made in
this Prospectus and  that special tax  rules may be  applicable with respect  to
certain  purchase situations  not discussed herein.  In addition,  no attempt is
made here  to consider  any applicable  state or  other tax  laws. For  detailed
information,  a qualified tax adviser should always be consulted. The discussion
here and in  Appendix I,  commencing on  page 33,  is based  on Hartford  Life's
understanding  of  current  Federal  income  tax  laws  as  they  are  currently
interpreted.
    
 
B. TAXATION OF HARTFORD LIFE AND THE SEPARATE ACCOUNT
 
   
    The Separate Account is taxed as part  of Hartford Life which is taxed as  a
life  insurance  company  in  accordance with  the  Internal  Revenue  Code (the
"Code"). Accordingly, the  Separate Account will  not be taxed  as a  "regulated
investment  company" under  subchapter M  of Chapter  1 of  the Code. Investment
income and any realized capital gains on the assets of the Separate Account  are
reinvested  and  are  taken  into  account  in  determining  the  value  of  the
Accumulation and Annuity Units (See "Value of Accumulation Units" commencing  on
page  9). 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 the Separate Account with respect to Qualified or Non-Qualified
Contracts.
 
   
C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
   QUALIFIED RETIREMENT PLANS
    
 
    Section 72 of the Internal Revenue Code governs the taxation of annuities in
general.
 
    1. NON-NATURAL PERSONS,  CORPORATIONS, ETC. Section  72 contains  provisions
for  Contract Owners which are  non-natural persons. Non-natural persons include
corporations, trusts, and partnerships. The annual net increase in the value  of
the Contract is currently includable 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 is an exception from current inclusion for certain annuities  held
by  structured  settlement  companies,  certain annuities  held  by  an employer
 
                                       27
<PAGE>
   
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 not  an individual, the primary Annuitant shall  be
treated  as the  Contract Owner for  purposes of making  distributions which are
required to be made upon the death of  the Contract Owner. If there is a  change
in  the primary  Annuitant, such  change shall  be treated  as the  death of the
Contract Owner.
 
    2. OTHER CONTRACT OWNERS (NATURAL PERSONS). A Contract Owner is not taxed on
increases in the value  of the Contract  until an amount  is received or  deemed
received,  e.g., in the form of  a lump sum payment (full  or partial value of a
Contract) or as Annuity payments under the settlement option elected.
 
    The provisions  of  Section 72  of  the Code  concerning  distributions  are
summarized   briefly  below.   Also  summarized  are   special  rules  affecting
distributions from Contracts obtained in  a tax-free exchange for other  annuity
contracts  or life insurance contracts which  were purchased prior to August 14,
1982.
 
    a. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
 
   
     i. Total premium payments less amounts  received which were not  includable
        in  gross income equal the "investment in the contract" under Section 72
        of the Code.
    
 
   
     ii. To the extent that  the value of the  Contract (ignoring any  surrender
         charges  except on  a full  surrender) exceeds  the "investment  in the
         contract," such excess constitutes the "income on the contract."
    
 
   
    iii. Any  amount  received   or  deemed  received   prior  to  the   Annuity
         Commencement  Date (e.g., upon  a partial surrender)  is deemed to come
         first from any such "income on the contract" and then from  "investment
         in  the contract," and for these purposes such "income on the contract"
         shall be computed by reference to any aggregation rule in  subparagraph
         2.c.  below. As a  result, any such amount  received or deemed received
         (1) shall be includable in gross income to the extent that such  amount
         does not exceed any such "income on the contract," and (2) shall not be
         includable  in gross income to the  extent that such amount does exceed
         any such "income on the  contract." If at the  time that any amount  is
         received or deemed received there is no "income on the contract" (e.g.,
         because the gross value of the Contract does not exceed the "investment
         in  the contract"  and no aggregation  rule applies),  then such amount
         received or deemed received will not be includable in gross income, and
         will simply reduce the "investment in the contract."
    
 
   
    iv. The receipt of any amount as a loan under the Contract or the assignment
        or pledge of any portion of the  value of the Contract shall be  treated
        as  an amount received for purposes of this subparagraph a. and the next
        subparagraph b.
    
 
   
     v. In general,  the transfer  of the  Contract, without  full and  adequate
        consideration,  will be  treated as an  amount received  for purposes of
        this subparagraph a.  and the  next subparagraph b.  This transfer  rule
        does  not  apply,  however,  to certain  transfers  of  property between
        spouses or incident to divorce.
    
 
   
    b. DISTRIBUTIONS  AFTER ANNUITY  COMMENCEMENT  DATE. Annuity  payments  made
periodically  after the Annuity Commencement Date are includable in gross income
to the extent the  payments exceed the amount  determined by the application  of
the  ratio  of the  "investment  in the  contract" to  the  total amount  of the
payments to be made after the Annuity Commencement Date (the "exclusion ratio").
    
 
     i. When the total  of amounts excluded  from income by  application of  the
        exclusion  ratio is equal  to the investment  in the contract  as of the
        Annuity  Commencement   Date,   any   additional   payments   (including
        surrenders) will be entirely includable in gross income.
 
     ii. If  the annuity payments cease by reason  of the death of the Annuitant
         and, as of the date of  death, the amount of annuity payments  excluded
         from gross income by the exclusion ratio does not exceed the investment
         in the contract as of the Annuity Commencement Date, then the remaining
         portion  of unrecovered investment shall be  allowed as a deduction for
         the last taxable year of the Annuitant.
 
   
    iii. Generally, nonperiodic amounts  received or deemed  received after  the
         Annuity  Commencement Date are not entitled  to any exclusion ratio and
         shall be  fully  includable  in  gross income.  However,  upon  a  full
         surrender  after  such date,  only the  excess  of the  amount received
         (after any  surrender charge)  over the  remaining "investment  in  the
         contract"  shall be  includable in gross  income (except  to the extent
         that the aggregation rule referred to  in the next subparagraph c.  may
         apply).
    
 
                                       28
<PAGE>
   
    c.  AGGREGATION OF  TWO OR  MORE ANNUITY  CONTRACTS. Contracts  issued after
October 21,  1988  by the  same  insurer (or  affiliated  insurer) to  the  same
Contract  Owner within the same calendar year (other than certain contracts held
in connection with a  tax-qualified retirement arrangement)  will be treated  as
one   annuity  Contract  for   the  purpose  of   determining  the  taxation  of
distributions prior  to  the  Annuity Commencement  Date.  An  annuity  contract
received  in a tax-free exchange for  another annuity contract or life insurance
contract may  be treated  as a  new  Contract for  this purpose.  Hartford  Life
believes  that for any annuity subject to such aggregation, the values under the
Contracts and  the  investment  in  the contracts  will  be  added  together  to
determine  the taxation under  subparagraph 2.a., above,  of amounts received or
deemed received prior to the  Annuity Commencement Date. Withdrawals will  first
be  treated  as withdrawals  of income  until all  of the  income from  all such
Contracts is  withdrawn.  As  of the  date  of  this Prospectus,  there  are  no
regulations interpreting this provision.
    
 
   
    d.  10%  PENALTY  TAX  --  APPLICABLE  TO  CERTAIN  WITHDRAWALS  AND ANNUITY
PAYMENTS.
    
 
     i. If any amount is received or deemed received on the Contract (before  or
        after  the Annuity  Commencement Date), the  Code applies  a penalty tax
        equal to ten percent  of the portion of  the amount includable in  gross
        income, unless an exception applies.
 
   
     ii. The  10%  penalty tax  will not  apply  to the  following distributions
         (exceptions vary based upon the precise plan involved):
    
 
      1. Distributions made on or after the date the recipient has attained  the
         age of 59 1/2.
 
      2. Distributions  made on or  after the death  of the holder  or where the
         holder is not an individual, the death of the primary annuitant.
 
      3. Distributions attributable to a recipient's becoming disabled.
 
      4. A distribution  that is  part of  a scheduled  series of  substantially
         equal  periodic  payments  for the  life  (or life  expectancy)  of the
         recipient (or the joint lives or life expectancies of the recipient and
         the recipient's Beneficiary).
 
   
      5. Distributions of amounts which are allocable to the "investment in  the
         contract" prior to August 14, 1982 (see next subparagraph e).
    
 
   
    e.  SPECIAL  PROVISIONS  AFFECTING  CONTRACTS  OBTAINED  THROUGH  A TAX-FREE
EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO  AUGUST
14,  1982.  If  the Contract  was  obtained by  a  tax-free exchange  of  a life
insurance or  annuity Contract  purchased prior  to August  14, 1982,  then  any
amount  received or deemed received prior to the Annuity Commencement Date shall
be deemed to come (1) first from the amount of the "investment in the  contract"
prior to August 14, 1982 ("pre- 8/14/82 investment") carried over from the prior
Contract,  (2) then from  the portion of  the "income on  the contract" (carried
over  to,  as  well  as  accumulating  in,  the  successor  Contract)  that   is
attributable to such pre-8/14/82 investment, (3) then from the remaining "income
on  the contract" and (4) last from  the remaining "investment in the contract."
As a result, to the extent that such amount received or deemed received does not
exceed such  pre-8/14/82 investment,  such  amount is  not includable  in  gross
income.  In addition, to the extent that such amount received or deemed received
does not exceed the sum of (a)  such pre-8/14/82 investment and (b) the  "income
on  the contract" attributable  thereto, such amount  is not subject  to the 10%
penalty tax. In  all other respects,  amounts received or  deemed received  from
such  post-exchange Contracts  are generally subject  to the  rules described in
this subparagraph 3.
    
 
   
    f. REQUIRED DISTRIBUTIONS
    
 
   
     i. Death of Contract Owner or Primary Annuitant Subject to the  alternative
        election or spouse beneficiary provisions in ii or iii below:
    
 
   
      1. If  any Contract Owner  dies on or after  the Annuity Commencement Date
         and before the entire  interest in the  Contract has been  distributed,
         the remaining portion of such interest shall be distributed at least as
         rapidly  as under the method of distribution  being used as of the date
         of such death;
    
 
   
      2. If any Contract Owner  dies before the  Annuity Commencement Date,  the
         entire  interest in  the Contract  will be  distributed within  5 years
         after such death; and
    
 
   
      3. If the Contract Owner is not an individual, then for purposes of 1.  or
         2.  above, the primary annuitant under the Contract shall be treated as
         the  Contract  Owner,   and  any  change   in  the  primary   annuitant
    
 
                                       29
<PAGE>
   
         shall  be  treated as  the  death of  the  Contract Owner.  The primary
         annuitant is the  individual, the  events in the  life of  whom are  of
         primary  importance in  affecting the  timing or  amount of  the payout
         under the Contract.
    
 
   
     ii. Alternative Election to Satisfy Distribution Requirements
    
 
   
         If any portion  of the  interest of a  Contract Owner  described in  i.
         above  is payable  to or for  the benefit of  a designated beneficiary,
         such beneficiary  may elect  to  have the  portion distributed  over  a
         period  that does not extend beyond the  life or life expectancy of the
         beneficiary. The election and payments must begin within a year of  the
         death.
    
 
   
    iii. Spouse Beneficiary
    
 
   
         If any portion of the interest of a Contract Owner is payable to or for
         the  benefit  of his  or her  spouse, and  the Annuitant  or Contingent
         Annuitant is living, such spouse shall be treated as the Contract Owner
         of such portion for purposes of section i. above.
    
 
   
    3. DIVERSIFICATION REQUIREMENTS.  Section 817  of the Code  provides that  a
variable  annuity contract will  not be treated  as an annuity  contract for any
period during which the investments made  by the separate account or  underlying
fund are not adequately diversified in accordance with regulations prescribed by
the  Treasury Department. If a  Contract is not treated  as an annuity contract,
the Contract Owner will be subject to income tax on the annual increases in cash
value.
    
 
   
    The  Treasury  Department  has  issued  diversification  regulations   which
generally require, among other things, that no more than 55% of the value of the
total  assets of the segregated 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 addition, in the case  of
government  securities,  each  government  agency  or  instrumentality  shall be
treated as a separate issuer.
    
 
   
    A separate account must be in compliance with the diversification  standards
on  the last day  of each calendar quarter  or within 30  days after the quarter
ends. If an insurance  company inadvertently fails  to meet the  diversification
requirements,  the company may  comply within a reasonable  period and avoid the
taxation of contract income on an ongoing basis. However, either the company  or
the Contract Owner must agree to pay the tax due for the period during which the
diversification requirements were not met.
    
 
   
    Hartford  Life monitors the  diversification of investments  in the separate
accounts and tests for  diversification as required by  the Code. Hartford  Life
intends  to administer all contracts subject to the diversification requirements
in a manner that will maintain adequate diversification.
    
 
   
    4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT. In order for a  variable
annuity  contract to  qualify for tax  deferral, assets in  the segregated asset
accounts supporting the variable contract must be considered to be owned by  the
insurance  company and not by the  variable contract owner. The Internal Revenue
Service ("IRS") has issued several  rulings which discuss investor control.  The
IRS  has ruled that  incidents of ownership  by the contract  owner, such as the
ability to select and control investments in a separate account, will cause  the
contract owner to be treated as the owner of the assets for tax purposes.
    
 
   
    Further,  in the  explanation to  the temporary  Section 817 diversification
regulations, the Treasury  Department noted that  the temporary regulations  "do
not  provide guidance concerning the circumstances  in which investor control of
the investments of  a segregated asset  account may cause  the investor,  rather
than  the insurance  company, to be  treated as the  owner of the  assets in the
account." The  explanation further  indicates  that "the  temporary  regulations
provide  that  in  appropriate  cases a  segregated  asset  account  may include
multiple sub-accounts, but do not specify the extent to which policyholders  may
direct their investments to particular sub-accounts without being treated as the
owners  of the  underlying assets.  Guidance on  this and  other issues  will be
provided in regulations or revenue rulings under Section 817(d), relating to the
definition of variable contract." The final regulations issued under Section 817
did not provide guidance regarding investor control, and as of the date of  this
prospectus,  no other such guidance has been issued. Further, Hartford Life does
not know if or in what form such guidance will be issued. In addition,  although
regulations  are generally issued  with prospective effect,  it is possible that
regulations may be issued with retroactive  effect. Due to the lack of  specific
guidance  regarding the  issue of  investor control,  there is  necessarily some
uncertainty
    
 
                                       30
<PAGE>
   
regarding whether a Contract Owner could  be considered the owner of the  assets
for  tax purposes. Hartford Life reserves the  right to modify the contracts, as
necessary, to prevent Contract  Owners from being considered  the owners of  the
assets in the separate accounts.
    
 
D. FEDERAL INCOME TAX WITHHOLDING
 
    The  portion of a distribution which is taxable income to the recipient will
be subject to Federal  income tax withholding, pursuant  to Section 3405 of  the
Code. The application of this provision is summarized below:
 
    1.  NON-PERIODIC DISTRIBUTIONS.  The portion of  a non-periodic distribution
which  constitutes  taxable  income  will  be  subject  to  Federal  income  tax
withholding  unless  the recipient  elects  not to  have  taxes withheld.  If an
election not  to  have  taxes withheld  is  not  provided, 10%  of  the  taxable
distribution  will be  withheld as  Federal income  tax. Election  forms will be
provided at  the time  distributions are  requested. If  the necessary  election
forms  are  not submitted  to Hartford  Life,  Hartford Life  will automatically
withhold 10% of the taxable distribution.
 
   
    2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER  THAN
ONE  YEAR). The  portion of  a periodic  distribution which  constitutes taxable
income will be  subject to Federal  income tax withholding  as if the  recipient
were married claiming three exemptions. A recipient may elect not to have income
taxes  withheld or have income taxes withheld at a different rate by providing a
completed  election  form.  Election  forms   will  be  provided  at  the   time
distributions are requested.
    
 
   
E. GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS
    
 
   
    The  Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased  with respect to some  form of qualified  retirement
plan,  please refer to Appendix I commencing on page 33 for information relative
to the types of plans  for which it may be  used and the general explanation  of
the tax features of such plans.
    
 
   
F. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
    
 
   
    The  discussion above  provides general  information regarding  U.S. federal
income tax  consequences  to  annuity  purchasers  that  are  U.S.  citizens  or
residents.  Purchasers that are not U.S. citizens or residents will generally be
subject to U.S. federal income tax and withholding on annuity distributions at a
30% rate, unless  a lower treaty  rate applies. In  addition, purchasers may  be
subject to state premium tax, other state and/or municipal taxes, and taxes that
may  be  imposed  by  the  purchaser's  country  of  citizenship  or  residence.
Prospective purchasers  are advised  to  consult with  a qualified  tax  advisor
regarding U.S., state, and foreign taxation with respect to an annuity purchase.
    
 
                                 MISCELLANEOUS
 
WHAT ARE MY VOTING RIGHTS?
 
   
    Hartford  Life is the  legal owner of  all Fund shares  held in the Separate
Account. As  the owner,  Hartford  Life has  the right  to  vote at  the  Funds'
shareholder meetings. However, to the extent required by federal securities laws
or regulations, Hartford Life will:
    
 
   
    1. Vote all Fund shares attributable to a Contract according to instructions
       received from the Contract Owner, and
    
 
    2. Vote  shares attributable to a Contract  for which no voting instructions
       are received in the same proportion as shares for which instructions  are
       received.
 
   
    If   any  federal   securities  laws   or  regulations,   or  their  present
interpretation change to  permit Hartford Life  to vote Fund  shares in its  own
right, Hartford Life may elect to do so.
    
 
   
    Hartford  Life  will notify  you of  any Fund  shareholders' meeting  if the
shares held for your account may be  voted at such meetings. Hartford Life  will
also  send proxy materials and  a form of instruction by  means of which you can
instruct Hartford Life with respect  to the voting of  the Fund shares held  for
your account.
    
 
   
    In  connection with the voting of Fund shares held by it, Hartford Life will
arrange for the handling and tallying of proxies received from Contract  Owners.
Hartford Life as such, shall have no right, except as
    
 
                                       31
<PAGE>
   
hereinafter  provided, to vote any Fund shares held by it hereunder which may be
registered in  its  name or  the  names of  its  nominees. Hartford  Life  will,
however,  vote the Fund  shares held by  it in accordance  with the instructions
received from the Contract Owners for  whose accounts the Fund shares are  held.
If  a Contract Owner desires to attend any  meeting at which shares held for the
Contract Owner's benefit may be voted,  the Contract Owner may request  Hartford
Life  to furnish a proxy or otherwise  arrange for the exercise of voting rights
with respect to the Fund shares held for such Contract Owner's account. Hartford
Life will vote shares for which no instructions have been given and shares which
are not attributable to Contract Owners (i.e. shares owned by Hartford Life)  in
the  same proportion as it  votes shares of that Fund  for which it has received
instructions. During the  Annuity period under  a Contract the  number of  votes
will decrease as the assets held to fund Annuity benefits decrease.
    
 
WILL OTHER CONTRACTS BE PARTICIPATING IN THE SEPARATE ACCOUNT?
 
    In   addition  to  the  Contracts  described   in  this  Prospectus,  it  is
contemplated that other forms of group  or individual Variable Annuities may  be
sold  providing benefits which vary in accordance with the investment experience
of the Separate Account.
 
HOW ARE THE CONTRACTS SOLD?
 
   
    Hartford Securities Distribution Company,  Inc. ("HSD") serves as  Principal
Underwriter  for the securities issued with respect to the Separate Account. HSD
is a wholly-owned subsidiary of Hartford Life. The principal business address of
HSD is the same as Hartford Life.
    
 
   
    The securities will be  sold by salespersons of  HSD who represent  Hartford
Life   as  insurance  and  variable  annuity   agents  and  who  are  registered
representatives of Broker-Dealers who have entered into distribution  agreements
with HSD.
    
 
   
    HSD  is registered with the Commission  under the Securities Exchange Act of
1934 as  a  Broker-Dealer  and  is  a member  of  the  National  Association  of
Securities Dealers, Inc.
    
 
   
    The  securities may also be sold directly  to employees of Hartford Life and
Hartford Fire Insurance Company, the  ultimate parent of Hartford Life,  without
compensation  to  HSD  salespersons. The  securities  will be  credited  with an
additional  6%  of  the  employee's  premium  payment  by  Hartford  Life.  This
additional  percentage of  premium payment in  no way affects  present or future
charges, rights, benefits or current values of other Contract Owners.
    
 
WHO IS THE CUSTODIAN OF THE SEPARATE ACCOUNT'S ASSETS?
 
   
    The assets  of  the Separate  Account  are held  by  Hartford Life  under  a
safekeeping arrangement.
    
 
ARE THERE ANY MATERIAL LEGAL PROCEEDINGS AFFECTING THE SEPARATE ACCOUNT?
 
    No.
 
ARE YOU RELYING ON ANY EXPERTS AS TO ANY PORTION OF THIS PROSPECTUS?
 
   
    The  financial statements and schedules  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 on the authority of said firm as experts in accounting and auditing  in
giving  said report. Reference is made to said report of Hartford Life Insurance
Company (the depositor) which include  an explanatory paragraph with respect  to
the adoption of a new accounting standard changing the methods of accounting for
debt  and equity securities.  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 your representative or by writing:
 
    Hartford Life Insurance Company
    Attn: Individual Annuity Operations
    P.O. Box 5085
    Hartford, Connecticut 06102-5085
    Telephone: (800) 862-6668
 
                                       32
<PAGE>
                                   APPENDIX I
                                 (DIRECTOR III)
 
    The  Contract provisions for Contracts issued  between September 1, 1988 and
May 1, 1990 are the same as  the provisions detailed in this Prospectus,  except
for the following:
 
  1. PREMIUM PAYMENTS
 
    There  is no premium payments below $1,000 for initial payments and $500 for
subsequent payments.
 
  2. SALES EXPENSES
 
    The contingent deferred sales charge is a percentage of the amount withdrawn
not to exceed the aggregate amount of the Premium Payments made) and equals:
 
<TABLE>
<CAPTION>
                             LENGTH OF TIME
          CHARGE          FROM PREMIUM PAYMENT
          ------          --------------------
                           (NUMBER OF YEARS)
          <C>             <S>
            6%            1
            6%            2
            6%            3
            6%            4
            5%            5
            4%            6
            0%            7 or more
</TABLE>
 
  3. WITHDRAWAL PRIVILEGES
 
    The withdrawal privilege is limited to withdrawals of up to 10% per year  of
the Premium Payments after the first Contract Year.
 
  4. FIXED ACCOUNT
 
    Transfers  from the Fixed Account into a Sub-Account may be made only during
the 60 day period  immediately following the  Contract Anniversary. The  maximum
amount  which may be transferred from the Fixed Account is the greater of 30% of
the Fixed Account balance at the time of transfer or the greatest amount of  any
transfer from the Fixed Accounts. There is no renewal interest rate exception.
 
  5. DEATH BENEFIT
 
    The  Specified Contract  Anniversary for  purposes of  determining the Death
Benefit is every  sixth Contract  Anniversary, i.e.  the 6th,  12th, 18th,  etc.
Contract Anniversaries, except in North Carolina.
 
  6. HARTFORD INTERNATIONAL OPPORTUNITIES FUND AND HARTFORD DIVIDEND AND GROWTH
FUND
 
    These funds may be available for this Contract upon written request.
 
                                       33
<PAGE>
                                  APPENDIX II
                                 (DIRECTOR II)
 
    The  Contract provisions  for Contracts issued  from October  15, 1986 until
approximately September 1, 1988 are the same as the provisions detailed in  this
Prospectus, except for the following.
 
  1. PREMIUM PAYMENTS
 
    The  minimum  subsequent  Premium Payment  is  $2,000, except  for  New York
Contracts where the minimum subsequent Premium Payment is $1,000.
 
  2. SALES EXPENSES
 
    The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:
 
<TABLE>
<CAPTION>
                             LENGTH OF TIME
          CHARGE          FROM PREMIUM PAYMENT
          ------          --------------------
                           (NUMBER OF YEARS)
          <C>             <S>
            5%            1
            5%            2
            4%            3
            3%            4
            2%            5
            0%            6 or more
</TABLE>
 
  3. DEATH BENEFIT
 
    The specified Contract  Anniversary for  purposes of  determining the  Death
Benefit is every fifth year Contract Anniversary, i.e. the 5th, 10th, 15th, etc.
Contract Anniversary.
 
  4. ANNUITY OPTIONS
 
    The  following option is  available with respect to  Qualified Plans only if
the guaranteed period is less than the  life expectancy of the Annuitant at  the
time the option becomes effective. Such life expectancy shall be computed on the
basis  of the mortality table  prescribed by the IRS,  or if none is prescribed,
the mortality table then in use by Hartford Life.
 
    Unit Refund Life Annuity (Variable Annuities Only)
 
    This Annuity option is an Annuity payable monthly during the lifetime of the
Annuitant provided that,  at the death  of the Annuitant,  the Beneficiary  will
receive an additional payment equal to the excess, if any, of (a) over (b) where
(a)  is the total  amount applied under  the option at  the Annuity Commencement
Date divided by the Annuity Unit value at the Annuity Commencement Date and  (b)
is  the number of Annuity Units represented by each monthly Annuity payment made
times the number of Annuity payments made.
 
   
    The amount of the additional payments will be determined by multiplying such
excess by the Annuity Unit value as of the date that proof of death is  received
by Hartford Life.
    
 
  5. ANNUITY PAYMENTS
 
    When  Annuity  payments  are  to  commence, the  value  of  the  Contract is
determined as  the  product  of the  value  of  the Accumulation  Unit  of  each
Sub-Account  as of the close of business on the fifth business day preceding the
date the  first Annuity  payment is  due and  the number  of Accumulation  Units
credited to each Sub-Account as of the date the Annuity is to commence.
 
    The  amount of  the first monthly  Annuity payment,  determined as described
above, is  divided  by  the  value  of  an  Annuity  Unit  for  the  appropriate
Sub-Account  as of the close of business on the fifth business day preceding the
day on which  the payment is  due in order  to determine the  number of  Annuity
Units represented by the first payment.
 
                                       34
<PAGE>
    The  Annuity payments will be made on  the first day of each month following
selection. 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.
 
  6. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFERS
 
    All reference to the Fixed Account, and certain restrictions as to transfers
do not apply except as to third party designees of the Contract owner.
 
  7. HARTFORD INTERNATIONAL OPPORTUNITIES FUND AND HARTFORD DIVIDEND AND GROWTH
FUND
 
    These funds may be available for this Contract upon written request.
 
                                       35
<PAGE>
   
                                  APPENDIX III
                   INFORMATION REGARDING TAX-QUALIFIED PLANS
    
 
   
    The tax  rules  applicable  to  tax  qualified  contract  owners,  including
restrictions  on contributions and distributions,  taxation of distributions and
tax penalties, vary  according to  the type  of plan as  well as  the terms  and
conditions  of the plan itself. Various tax penalties may apply to contributions
in excess of specified limits, to  distributions in excess of specified  limits,
distributions  which  do  not  satisfy certain  requirements  and  certain other
transactions with respect to qualified plans. Accordingly, this summary provides
only general information about the tax rules associated with use of the Contract
by a qualified plan.  Contract owners, plan  participants and beneficiaries  are
cautioned  that the rights and benefits of any person to benefits are controlled
by the terms and conditions of the  plan regardless of the terms and  conditions
of  the Contract.  Some qualified  plans are  subject to  distribution and other
requirements which  are not  incorporated  into Hartford  Life's  administrative
procedures.   Owners,  participants   and  beneficiaries   are  responsible  for
determining that contributions, distributions and other transactions comply with
applicable law. Because of the  complexity of these rules, owners,  participants
and  beneficiaries  are  encouraged to  consult  their  own tax  advisors  as to
specific tax consequences.
    
 
   
A. QUALIFIED PENSION PLANS
    
 
   
    Provisions of the  Code permit  eligible employers to  establish pension  or
profit sharing plans (described in Section 401(a) and 401(k), if applicable, and
exempt  from taxation under Section 501(a) of the Code), and Simplified Employee
Pension  Plans  (described  in  Section  408(k)).  Such  plans  are  subject  to
limitations  on  the amount  that may  be  contributed, the  persons who  may be
eligible and  the time  when distributions  must commence.  Corporate  employers
intending  to  use these  contracts in  connection with  such plans  should seek
competent advice.
    
 
   
B. TAX SHELTERED ANNUITIES UNDER SECTION 403(B)
    
 
   
    Section 403(b) of the Code permits public school employees and employees  of
certain  types of charitable, educational and scientific organizations specified
in Section 501(c)(3) of the Code to purchase annuity contracts, and, subject  to
certain  limitations, exclude  such contributions from  gross income. Generally,
such contributions may not exceed the lesser  of $9,500 or 20% of the  employees
"includable  compensation" for his most recent  full year of employment, subject
to other adjustments.  Special provisions may  allow some employees  to elect  a
different overall limitation.
    
 
   
    Tax-sheltered  annuity  programs  under  Section  403(b)  are  subject  to a
PROHIBITION  AGAINST   DISTRIBUTIONS   FROM   THE   CONTRACT   ATTRIBUTABLE   TO
CONTRIBUTIONS  MADE  PURSUANT  TO  A  SALARY  REDUCTION  AGREEMENT  unless  such
distribution is made:
    
 
   
    (1) after the participating employee attains age 59 1/2;
    (2) upon separation from service;
    (3) upon death or disability, or
    (4) in the case of hardship.
    
 
   
    The above restrictions apply to distributions of employee contributions made
after December  31,  1988, earnings  on  those contributions,  and  earnings  on
amounts  attributable to  employee contributions held  as of  December 31, 1988.
They  do  not  apply  to  distributions  of  any  employer  or  other  after-tax
contributions,  employee contributions made on or  before December 31, 1988, and
earnings credited to employee contributions before December 31, 1988.
    
 
   
C. DEFERRED COMPENSATION PLANS UNDER SECTION 457
    
 
   
    Employees and independent contractors performing services for such employers
may contribute on a before tax basis to the Deferred Compensation Plan of  their
employer  in accordance with  the employer's plan  and Section 457  of the Code.
Section 457 places limitations on  contributions to Deferred Compensation  Plans
maintained  by a  State ("State"  means a State,  a political  sub-division of a
State, and an agency or instrumentality of a State or political sub-division  of
a  State)  or  other  tax-exempt  organization.  Generally,  the  limitation  is
    
 
                                       36
<PAGE>
   
33 1/3%  of  includable compensation  (25%  of gross  compensation)  or  $7,500,
whichever is less. The plan may also provide for additional "catch-up" deferrals
during  the  three  taxable years  ending  before a  Participant  attains normal
retirement age.
    
 
   
    An employee electing  to participate in  a plan should  understand that  his
rights  and benefits are  governed strictly by  the terms of  the plan, that the
employer is legal owner of any contract issued with respect to the plan and that
deferred amounts will be subject to the claims of the employer's creditors.  The
employer  as owner of  the contract(s) retains all  voting and redemption rights
which may  accrue  to the  contract(s)  issued with  respect  to the  plan.  The
participating  employee should look to the terms  of his plan for any charges in
regard to participating therein other than those disclosed in this Prospectus.
    
 
   
    Distributions from a Section 457  Deferred Compensation Plan are  prohibited
unless  made after the  participating employee attains the  age specified in the
plan, separates from service, dies, becomes permanently and totally disabled  or
suffers  an unforeseeable financial emergency. Present  federal tax law does not
allow tax-free transfers or rollovers for  amounts accumulated in a Section  457
plan except for transfers to other Section 457 plans in limited cases.
    
 
   
D. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408
    
 
   
    Section 408 of the Code permits eligible individuals to establish individual
retirement  programs  through the  purchase  of Individual  Retirement Annuities
("IRAs"). IRAs are subject to limitations on the amount that may be contributed,
the contributions that may be deducted from taxable income, the persons who  may
be  eligible and the  time when distributions  may commence. Also, distributions
from certain qualified plans may be  "rolled-over" on a tax-deferred basis  into
an IRA.
    
 
   
E. TAX PENALTIES
    
 
   
    Distributions  from retirement plans are generally taxed under Section 72 of
the Code. Under these  rules, a portion of  each distribution may be  excludable
from  income. The  excludable amount  is the  portion of  the distribution which
bears the same ratio as the after-tax contributions bear to the expected return.
    
 
   
  1. PREMATURE DISTRIBUTION
    
 
   
    Distributions from  a  qualified plan  before  the Participant  attains  age
59  1/2 are generally subject  to an additional tax equal  to 10% of the taxable
portion of the  distribution. The 10%  penalty does not  apply to  distributions
made  after the employee's death, on  account of disability and distributions in
the form  of  a  life annuity  and,  except  in  the case  of  an  IRA,  certain
distributions  after  separation from  service at  or after  age 55  and certain
distributions for eligible  medical expenses.  A life  annuity is  defined as  a
scheduled  series of substantially equal periodic  payments for the life or life
expectancy of the Participant  (or the joint lives  or life expectancies of  the
Participant and Beneficiary).
    
 
   
  2. MINIMUM DISTRIBUTION TAX
    
 
   
    If the amount distributed is less than the minimum required distribution for
the  year, the Participant  is subject to a  50% tax on the  amount that was not
properly distributed.
    
 
   
    An individual's interest in a retirement plan must generally be  distributed
or  begin to be distributed not later than April 1 of the calendar year in which
the individual  attains age  70 1/2  ("required beginning  date"). The  required
beginning date with respect to certain government plans may be further deferred.
The  entire interest of  the Participant must be  distributed beginning no later
than this required beginning date  over a period which  may not extend beyond  a
maximum  of the life expectancy of the Participant and a designated Beneficiary.
Each annual distribution must  equal or exceed  a "minimum distribution  amount"
which  is  determined by  dividing the  account balance  by the  applicable life
expectancy. This account balance is generally based upon the account value as of
the close  of  business on  the  last day  of  the previous  calendar  year.  In
addition,  minimum distribution  incidental benefit  rules may  require a larger
annual distribution.
    
 
   
    If an individual dies  before reaching his or  her required beginning  date,
the individual's entire interest must generally be distributed within five years
of  the  individuals' death.  However, this  rule will  be deemed  satisfied, if
distributions begin  before  the  close  of  the  calendar  year  following  the
individual's  death to a designated Beneficiary  (or over a period not extending
beyond the  life expectancy  of  the beneficiary).  If  the Beneficiary  is  the
individual's surviving spouse, distributions may be delayed until the individual
would have attained age 70 1/2.
    
 
                                       37
<PAGE>
   
    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.
    
 
   
  3. EXCESS DISTRIBUTION TAX
    
 
   
    If  the aggregate  distributions from all  IRAs and  certain other qualified
plans in a calendar year exceed the greater of (i) $150,000, or (ii) $112,500 as
indexed for inflation ($155,000 as of January 1, 1996), a penalty tax of 15%  is
generally imposed on the excess portion of the distribution.
    
 
   
  4. WITHHOLDING
    
 
   
    Periodic  distributions from a qualified plan lasting  for a period of 10 or
more years  are  generally subject  to  voluntary income  tax  withholding.  The
recipient  of periodic distributions may generally elect not to have withholding
apply or  to have  income taxes  withheld at  a different  rate by  providing  a
completed election form. Otherwise, the amount withheld on such distributions is
determined  at the  rate applicable  to wages as  if the  recipient were married
claiming three exemptions.
    
 
   
    Nonperiodic distributions from an IRA are subject to income tax  withholding
at a flat 10% rate. The recipient may elect not to have withholding apply.
    
 
   
    Nonperiodic  distributions from other qualified  plans are generally subject
to mandatory  income  tax  withholding at  the  flat  rate of  20%  unless  such
distributions are:
    
 
   
    (a) the non-taxable portion of the distribution;
    (b) required minimum distributions;
    (c) eligible rollover distributions.
    
 
   
    Eligible  rollover distributions are direct payments to an IRA or to another
qualified employer plan.
    
 
   
    Any distribution from plans described in Section 457 of the Code is  subject
to regular wage withholding rules.
    
 
                                       38
<PAGE>
                              TABLE OF CONTENTS TO
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                                                                   SECTION
                                                                                                                    PAGE
                                                                                                                -------------
<S>                                                                                                             <C>
INTRODUCTION..................................................................................................
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY................................................................
SAFEKEEPING OF ASSETS.........................................................................................
INDEPENDENT PUBLIC ACCOUNTANTS................................................................................
DISTRIBUTION OF CONTRACTS.....................................................................................
ANNUITY PERIOD................................................................................................
  A. Annuity Payments.........................................................................................
  B. Electing the Annuity Commencement Date and Form of Annuity...............................................
  C. Optional Annuity Forms...................................................................................
    OPTION 1: Life Annuity....................................................................................
    OPTION 2: Life Annuity With 120, 180 or 240 Monthly Payments Certain......................................
    OPTION 3: Joint and Last Survivor Annuity.................................................................
    OPTION 4: Payments for a Designated Period................................................................
    OPTION 5: Death Benefit Remaining with the Company........................................................
  D. The Annuity Unit and Valuation...........................................................................
  E. Determination of Amount of First Monthly Annuity Payment-Fixed and Variable..............................
  F. Amount of Second and Subsequent Monthly Annuity Payments.................................................
  G. Date and Time of Annuity Payments........................................................................
CALCULATION OF YIELD AND RETURN...............................................................................
PERFORMANCE COMPARISONS.......................................................................................
FINANCIAL STATEMENTS..........................................................................................
</TABLE>
 
                                       39
<PAGE>
This form must be completed for all tax-sheltered annuities.
 
                     SECTION 403(B)(11) ACKNOWLEDGMENT FORM
 
    The  Hartford variable annuity Contract which you have recently purchased is
subject to  certain  restrictions  imposed  by  the  Tax  Reform  Act  of  1986.
Contributions  to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
 
        a.  attained age 59 1/2
 
        b.  terminated employment
 
        c.  died, or
 
        d.  become disabled.
 
Distributions of post December  31, 1988 contributions may  also be made if  you
have experienced a financial hardship.
 
Also, there may be a 10% penalty tax for distributions made because of financial
hardship or separation from service.
 
Also,  please be  aware that  your 403(b)  Plan may  also offer  other financial
alternatives other  than the  Hartford variable  annuity. Please  refer to  your
Plan.
 
Please complete the following and return to:
 
    Hartford Life Insurance Company
    Individual Annuity Operations
    P.O. Box 5085
    Hartford, CT 06102-5085
 
Name of Contract Owner/Participant: ____________________________________________
Address: _______________________________________________________________________
City or Plan/School District: __________________________________________________
Date: __________________________________________________________________________
Contract No.: __________________________________________________________________
Signature: _____________________________________________________________________
<PAGE>
    To    Obtain   a   Statement   of   Additional
Information, please  complete the  form below  and
mail to:
 
    Hartford Life Insurance Company
    Attn: Individual Annuity Operations
    P.O. Box 5085
    Hartford, CT 06102-5085
 
    Please   send   a   Statement   of  Additional
Information  for  the  Director   to  me  at   the
following address:
 
    __________________________________________
     Name
     __________________________________________
     Address
     __________________________________________
     City/State                        Zip Code
<PAGE>
                                     PART B


                       STATEMENT OF ADDITIONAL INFORMATION

                          HARTFORD LIFE INSURANCE COMPANY

                              SEPARATE ACCOUNT TWO


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

To obtain a Prospectus, send a written request to Hartford Life Insurance 
Company, Attn: Individual Annuity Operations, P.O. Box 5085, Hartford, 
Connecticut 06102-5085.

Date of Prospectus:  May 1, 1996

Date of Statement of Additional Information:  May 1, 1996


















Form HV-
Printed in U.S.A.

<PAGE>

                                      - 2 -



                                TABLE OF CONTENTS


SECTION                                                                 PAGE NO.
- -------                                                                 --------

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

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

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

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

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

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

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

     B.   Electing the Annuity Commencement Date and Form of Annuity

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

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

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

          OPTION 3:  Joint and Last Survivor Annuity . . . . . . . .

          OPTION 4:  Payments for a Designated Period. . . . . . . .

     D.   The Annuity Unit and Valuation . . . . . . . . . . . . . .

     E.   Determination of Amount of First Monthly Annuity
          Payment-Fixed and Variable . . . . . . . . . . . . . . . .

     F.   Amount of Second and Subsequent Monthly Annuity Payments .

     G.   Date and Time of Annuity Payments. . . . . . . . . . . . .

<PAGE>

                                      - 3 -

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

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

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

<PAGE>

                                      - 4 -

                                  INTRODUCTION

The individual and group tax-deferred variable annuity contracts described in
the Prospectus are designed to provide Annuity benefits to individuals who have
established or wish to establish retirement programs which may or may not
qualify for special federal income tax treatment.  The Annuitant under these
contracts may receive Annuity benefits in accordance with the Annuity option
selected and the retirement program, if any, under which the contracts have been
purchased.  Annuity payments under a contract will begin on a particular future
date which may be selected at any time under the contract or automatically when
the Annuitant reaches age 90, except in certain states where deferral past age
85 is not permitted.  There are several alternative annuity payment options
available under the contract (see "Optional Annuity Forms," commencing on
page___ ).

The Premium Payments under a contract, less any applicable Premium Taxes, will
be applied to the Separate Account and/or the Fixed Account.  Accordingly, the
net Premium Payment under the contract will be applied to purchase interests in
one or more of the Bond Fund, Stock Fund, HVA Money Market Fund, U.S. Government
Money Market Fund (for qualified Contracts issued prior to May 1, 1987),
Advisers Fund, Capital Appreciation Fund, Mortgage Securities Fund, Index Fund,
International Opportunities Fund, and Dividend and Growth Fund Sub-Accounts.

Shares of the Funds are purchased by the Separate Account without the imposition
of a sales charge.  The value of a contract depends on the value of the shares
of the Fund held by the Separate Account pursuant to that contract.  As a
result, the Contract Owner bears the investment risk since market value of the
shares may increase or decrease.

There is no assurance that the value of the Contract Owner's contract at any 
time will equal or exceed the Premium Payments made.  However, if the 
Annuitant or Contract Owner dies before the Annuity Commencement Date, the 
contracts provide that a death benefit equal to the value of the contract as 
of the date due proof of death is received by Hartford Life 
Insurance Company ("Hartford Life") shall be payable.  This amount is the 
greater of (a) the Contract Value on the date of receipt of due proof of 
death by Hartford Life, or (b) 100% of the total Premium Payments made to such 
contract, reduced by any prior surrenders, or (c) the Contract Value on the 
Specified Contract Anniversary immediately preceding the date of death, 
increased by the dollar amount of any Premium Payments made and reduced by 
the dollar amount of any partial terminations since the immediately preceding 
Specified Contract Anniversary.  (See "Payments of Benefits" commencing on 
page ___ of the Prospectus.)

           DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company ("Hartford Life") was originally incorporated 
under the laws of Wisconsin on June 5, 1902.  It was subsequently redomiciled 
to Connecticut. It is a stock life insurance company engaged in the business 
of writing health and life insurance, both individual and group 

<PAGE>

                                      - 5 -

in all states of the United States including the District of Columbia.  The 
offices of Hartford Life are located in Simsbury, Connecticut; however, its 
mailing address is P.O. Box 5085, Hartford, Connecticut 06102-5085.

Hartford Life is ultimately 100% owned by Hartford Fire Insurance Company, 
one of the largest multiple lines insurance carriers in the United States. On 
December 20, 1995, Hartford Fire Insurance Company became an independent, 
publicly traded corporation.

Hartford Life is rated A+ (superior) by A.M. Best and Company, Inc. on the 
basis of its financial soundness and operating performance.  Hartford Life is 
rated AA+ by both Standard & Poor's and Duff and Phelps on the basis of its 
claims paying ability.

                         INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP, One Financial Plaza Hartford, Connecticut, independent 
public accountants, will perform an annual audit of the Separate Account.  
The financial statements included in this Statement of Additional Information 
have been audited by Arthur Andersen & Co. to the extent and for the periods 
indicated in their report and are included herein in reliance upon the report 
of said firm as experts in accounting and auditing.  Reference is made to 
said report of Hartford Life Insurance Company (the depositor), which 
includes an explanatory paragraph with respect to the adoption of new 
accounting standards changing the methods of accounting for debt and equity 
securities.


                            DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account.

HSD is a wholly-owned subsidiary of Hartford Life.  The
principal business address of HSD is the same as Hartford Life.

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

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

Prior to June 26, 1995, the Principal Underwriter for the Separate Account was
Hartford Equity Sales Company, Inc., an NASD member Broker-Dealer.

The offering of the Separate Account contracts is continuous.

<PAGE>

                                      - 6 -


                              SAFEKEEPING OF ASSETS

The assets of the Separate Account are held by Hartford Life under a safekeeping
arrangement.

                                 ANNUITY PERIOD

A.   Annuity Payments

     Variable Annuity payments are determined on the basis of (1) a mortality
     table set forth in the contracts and the type of Annuity payment option
     selected, and (2) the investment performance of the investment medium
     selected.  Fixed Account Annuity payments are based on the Annuity tables
     contained in the contracts, and will remain level for the duration of the
     Annuity.

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

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

B.   Electing the Annuity Commencement Date and Form of Annuity

     The Contract Owner selects an Annuity Commencement Date and an Annuity
     option which may be on a fixed or variable basis, or a combination thereof.
     The Annuity Commencement Date will not be deferred beyond the Annuitant's
     90th birthday, except for certain states where the Annuitant must reach age
     85.

     The Annuity Commencement Date and/or the Annuity option may be changed from
     time to time, but any such change must be made at least 30 days prior to
     the date on which Annuity payments are scheduled to begin.


     The contract contains the five optional Annuity forms described below.
     Options 2, 4 and 5 are available with respect to Qualified Contracts only
     if the guaranteed payment period is less than the life expectancy of the
     Annuitant at the time the option becomes effective.  Such life expectancy
     shall be computed on the basis of the mortality table prescribed by the
     IRS, or if none is prescribed, the mortality table then in use by 
     Hartford Life.

<PAGE>

                                      - 7 -

     With respect to Non-Qualified Contracts, if you do not elect otherwise,
     payments will automatically begin at the Annuitant's age 85 under Option 2
     with 120 monthly payments certain.

     For Qualified Contracts and contracts issued in Texas, if you do not elect
     otherwise, payments will begin automatically at the Annuitant's age 85
     under Option 1 to provide a life Annuity.

     When an Annuity is effected under a contract, unless otherwise specified,
     variable values will be applied to provide a Variable Annuity based on
     Contract Values as they are held in the various Sub-Accounts under the
     contracts.  Fixed Account Contract Values will be applied to provide a
     Fixed Account Annuity.  The Contract Owner should consider the question of
     allocation of Contract Values among Sub-Accounts of the Separate Account
     and the General Account of Hartford Life to make certain that Annuity
     payments are based on the investment alternative best suited to the
     Contract Owner's needs for retirement.

     If at any time Annuity payments with respect to a Variable or a Fixed
     Account Annuity or a combination of the two are or become less than $50.00
     per payment, Hartford Life has the right to change the frequency of payment
     to such intervals as will result in Annuity payments of at least $50.00.
     For New York contracts the minimum payment is $20.00.

     There may be other annuity options available offered by Hartford Life from
     time to time.

C.   Optional Annuity Forms

     OPTION 1:  Life Annuity

     A life Annuity is an Annuity payable during the lifetime of the Annuitant
     and terminating with the last monthly payment preceding the death of the
     Annuitant.  This option offers the maximum level of monthly payments of any
     of the life Annuity options since there is no guarantee of a minimum number
     of payments nor a provision for a death benefit payable to a Beneficiary.

<PAGE>

                                      - 8 -


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

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

     This Annuity option is an Annuity payable monthly during the lifetime of an
     Annuitant with the provision that if, at the death of the Annuitant,
     payments have been made for less than 120, 180 or 240 months, as elected,
     then the present value as of the date of the Annuitant's death of the
     current dollar amount at the date of death, of any remaining guaranteed
     monthly payments will be paid in one sum to the Beneficiary or
     Beneficiaries designated.

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

     1.   Net amount applied . . . . . . . . . . . . . . . .      13,978.25
     2.   Initial monthly income per $1,000 of payment applied    6.24
     3.   Initial monthly payment (1x2-1,000). . . . . . . .      87.22
     4.   Annuity Unit value . . . . . . . . . . . . . . . .      .953217
     5.   Number of monthly Annuity Units (3-4). . . . . . .      91.501
     6.   Assume Annuity Unit value for second month equal to     .963723
     7.   Second monthly payment (6x5) . . . . . . . . . . .      88.18
     8.   Assume Annuity Unit value for third month equal to      .964917
     9.   Third monthly payment (8x5). . . . . . . . . . . .      88.29

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

     OPTION 3:  Joint and Last Survivor Annuity

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

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

     OPTION 4:  Payments for a Designated Period

<PAGE>

                                      - 9 -

     An amount payable monthly for the number of years selected which may be
     from 5 to 30 years.  Under this option, you may, at any time, surrender the
     contract and receive, within seven days, the Termination Value of the
     contract.

     OPTION 5:  Death Benefit Remaining with Hartford Life

     Proceeds from the Death Benefit may be left with Hartford Life for a period
     not to exceed five years from the date of the Contract Owner's death prior
     to the Annuity Commencement Date will remain in the Sub-Account(s) to which
     they were allocated at the time of death unless the Beneficiary elects to
     reallocate them.  Full or partial withdrawals may be made at any time.  In
     the event of withdrawals, the remaining value will equal the Contract Value
     of the proceeds left with Hartford Life, minus any withdrawals.  Contingent
     Deferred Sales Charges, if applicable, will also be applied to all
     withdrawals.  For purposes of determining this charge, the original
     Contract Date of this Contract will be used.

     ---------------------------------------------------------------------------
     Under any of the Annuity options above, excluding Option 4, no surrenders
     are permitted after Annuity payments commence.  Only full surrenders are
     allowed out of Option 4 and any such surrender will be subject to
     contingent deferred charges, if applicable.
     ---------------------------------------------------------------------------

     In the event of the Annuitant's death prior to the end of the designated
     period, the present value as of the date of the Annuitant's death, of the
     current dollar amount of any remaining guaranteed monthly payments will be
     paid in one sum to the Beneficiary or Beneficiaries designated.

     Option 4 is an option that does not involve life contingencies and thus no
     mortality guarantee.  Charges made for the mortality undertaking under the
     contracts thus provide no real benefit to a Contract Owner.

D.   The Annuity Unit and Valuation

     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 page 11 of the
     Prospectus) for the day for which the Annuity Unit value is being
     calculated, and (2) a factor to neutralize the assumed investment rate of
     4.00% per annum discussed in Section E. below.

<PAGE>

                                     - 10 -


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

     1.   Net Investment Factor for period . . . . . . . . .      1.011225
     2.   Adjustment for 4% Assumed Rate of Investment
          Return . . . . . . . . . . . . . . . . . . . . . .      999892
     3.   2x1. . . . . . . . . . . . . . . . . . . . . . . .      1.011116
     4.   Annuity Unit value, beginning of period. . . . . .      .995995
     5.   Annuity Unit value, end of period (3x4). . . . . .      1.007066

E.   Determination of Amount of First Monthly Annuity Payment-Fixed and Variable

     When Annuity payments are to commence, the value of the contract is
     determined as the sum of the value of the Fixed Account no earlier than the
     close of business on the fifth Valuation Day preceding the date the first
     Annuity payment is due plus the product of the value of the Accumulation
     Unit of each Sub-Account on that same day, and the number of Accumulation
     Units credited to each Sub-Account as of the date the Annuity is to
     commence.

     The contract contains tables indicating the minimum dollar amount of the
     first monthly payment under the optional forms of Annuity for each $1,000
     of value of a Sub-Account under a contract.  The first monthly payment
     varies according to the form and type of Annuity selected.  The contracts
     contains Annuity tables derived from the 1983(a) Individual Annuity
     Mortality table with ages set back one year with an assumed investment rate
     ("A.I.R.") of 4% per annum.  The total first monthly Variable 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.

     Fixed Account Annuity payments are determined at annuitization by
     multiplying the values allocated to the Fixed Account by a rate to be
     determined by Hartford Life which is no less than the rate specified in
     the Annuity tables in the contract. The Annuity payment will remain level
     for the duration of the Annuity.

F.   Amount of Second and Subsequent Monthly Variable Annuity Payments

     The amount of the first monthly Variable Annuity payment, determined as
     described above, is divided by the value of an Annuity Unit for the
     appropriate Sub-Account no earlier than the close of business on the fifth
     Valuation Day preceding the day on which the payment is due in order to
     determine the number of Annuity Units represented by the

<PAGE>

                                     - 11 -

     first payment.  This number of Annuity Units remains fixed during the
     Annuity Period, and in each subsequent month the dollar amount of the
     Variable Annuity payment is determined by multiplying this fixed number of
     Annuity Units by the then current Annuity Unit value.

     Level Variable Annuity Payments would be produced if the investment rate
     remained constant and equal to the A.I.R.  In fact, payments will vary up
     or down as the investment rate varies up or down from the A.I.R.

G.   Date and Time of Annuity Payments

     The Annuity payments will be made on the fifteenth day of each month
     following selection.  The Annuity Unit value used in calculating the amount
     of the Variable Annuity payments will be based on an Annuity Unit value
     determined as of the close of business on a day no earlier than the fifth
     Valuation Day preceding the date of the Annuity payment.

                         CALCULATION OF YIELD AND RETURN

YIELD OF THE HVA MONEY MARKET FUND AND U.S. GOVERNMENT MONEY MARKET FUND 
SUB-ACCOUNTS.  As summarized in the Prospectus under the heading "Performance 
Related Information," the yield of the Money Market Fund and U.S. Government 
Money Market Fund Sub-Accounts for a seven day period (the "base period") 
will be computed by determining the "net change in value" (calculated as set 
forth below) of a hypothetical account having a balance of one share at the 
beginning of the period, dividing the net change in account value by the 
value of the account at the beginning of the base period to obtain the base 
period return, and multiplying the base period return by 365/7 with the 
resulting yield figure carried to the nearest hundredth of one percent.  Net 
changes in value of a hypothetical account will include net investment income 
of the account (accrued daily dividends as declared by the underlying funds, 
less daily expense charges of the account) for the period, but will not 
include realized gains or losses or unrealized appreciation or depreciation 
on the underlying fund shares.

The Money Market Fund and U.S. Government Money Market Fund Sub-Accounts' yield
and effective yield will vary in response to fluctuations in interest rates and
in the expenses of the two Sub-Accounts.

THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES ON THE SEPARATE
ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL POLICY FEE.

Money Market Fund Sub-Account

<PAGE>

                                     - 12 -

The yield and effective yield for the seven day period ending December 31, 
1995 is as follows:

     ($25 annual policy fee)

Yield           4.06%
Effective Yield  4.14%

U.S. Government Money Market Fund Sub-Account

The yield and effective yield for the sub-account for the seven day period
ending December 31, 1995 is as follows:

     ($25 annual policy fee)

Yield           3.74%
Effective Yield 3.81%

YIELDS OF HARTFORD BOND FUND AND HARTFORD MORTGAGE SECURITIES FUND SUB-ACCOUNTS.
As summarized in the Prospectus under the heading "Performance Related
Information," yields of these two Sub-Accounts will be computed by annualizing a
recent month's net investment income, divided by a Fund share's net asset value
on the last trading day of that month.  Net changes in the value of a
hypothetical account will assume the change in the underlying mutual 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 Bond
Fund and Mortgage Securities Fund Sub-Accounts' yields will vary from time to
time depending upon market conditions and, the composition of the underlying
funds' portfolios.  Yield should also be considered relative to changes in the
value of the Sub-Accounts' shares and to the relative risks associated with the
investment objectives and policies of the Bond Fund and Hartford Mortgage
Securities Fund.

The yield reflects recurring charges on the Separate Account level, including
the annual policy fee.

BOND FUND SUB-ACCOUNT

Yield calculations of the Sub-Account used for illustration purposes reflect the
interest earned by the Sub-Account, less applicable asset charges assessed
against a Contract Owner's account over the base period.  The following is the
method used to determine the yield for the 30 day period ended December 31,
1995.

Example:

                                                               6
Current Yield Formula for the Sub-Account  2*[((A-B)/(C*D) + 1)  - 1]

Where     A = Dividends and interest earned during the period.
          B = Expenses accrued for the period (net of reimbursements)

<PAGE>

                                     - 13 -

          C = The average daily number of units outstanding during
              the period that were entitled to receive dividends.
          D = The maximum offering price per unit on the last day
              of the period.

              Yield =  5.87%

MORTGAGE SECURITIES FUND SUB-ACCOUNT

Yield calculations of the Sub-Account used for illustration purposes reflect the
interest earned by the Sub-Account, less applicable asset charges assessed
against a Contract Owner's account over the base period.  The following is the
method used to determine the yield for the 30 days period ended December 31,
1995.

Example:
                                                              6
Current Yield Formula for the Sub-Account      2*[((A-B)/(C*D) + 1) - 1]

Where     A = Dividends and interest earned during the period.
          B = Expenses accrued for the period (net of reimbursements).
          C = The average daily number of units outstanding during the period
              that were entitled to receive dividends.
          D = The maximum offering price per unit on the last day
              of the period.

             Yield = 6.51%

At any time in the future, yields and total return may be higher or lower than
past yields and there can be no assurance that any historical results will
continue.

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

CALCULATION OF TOTAL RETURN.  As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Sub-Account over the period covered.  the formula
for total return used herein includes three steps: (1) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of units owned at the end of the period by the unit
value per unit on the last trading day of the period 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

<PAGE>

                                     - 14 -

by the initial $1,000 investment and annualizing the result for periods of less
than one year.  Total return will be calculated for one year, five years and ten
years or some other relevant periods if a Sub-Account has not been in existence
for at least ten years.

                             PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN.  Each Sub-Account may from time to time include its
total return in advertisements or in information furnished to present to
prospective shareholders.  Each Sub-Account may from time to time include its
yield and total return in advertisements or information furnished to present to
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 1941-43.  The S&P 500 is composed almost entirely of common stocks
of companies listed on the New York Stock Exchange, although the common stocks
of a few companies listed on the American Stock Exchange or traded
over-the-counter are included.  The 500 companies represented include 400
industrial, 60 transportation and 40 financial services concerns.  The S&P 500
represents about 80% of the market value of all issues traded on the New York
Stock Exchange.

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

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

The Shearson Lehman Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion.  To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rating
agency.

<PAGE>

                                     - 15 -

The manner in which total return and yield will be calculated for public use is
described above.  The following table summarizes the calculation of total return
and yield for each Sub-Account, where applicable, through December 31, 1995.

There are no financial statements for the Separate Account since no contracts
have been sold yet.

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



                                       17


<PAGE>

                       REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To Hartford Life Insurance Company and Subsidiaries:

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

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

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

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

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

                                             ARTHUR ANDERSEN  LLP


Hartford, Connecticut
January 24, 1996

                                         F-1

<PAGE>


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

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

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

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

                                         F-2

<PAGE>


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

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

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

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

                                         F-3

<PAGE>

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

 Net income                                                  -                 -        143                 -              143

 Capital contribution                                        -               180          -                 -              180

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

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

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


 Net income                                                  -                 -        138                 -              138

 Capital contribution                                        -               150          -                 -              150

 Dividend paid                                               -                 -        (10)                -              (10)

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

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

 Net income                                                  -                 -        129                 -              129

 Capital contribution                                        -               181          -                 -              181

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

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

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

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

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

                                         F-4

<PAGE>

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

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

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

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

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

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

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

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

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

                                         F-5


<PAGE>


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



1.  SIGNIFICANT ACCOUNTING POLICIES

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

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

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

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

                                         F-6

<PAGE>

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

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

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

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

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

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

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

                                         F-7

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                         F-8

<PAGE>

2. INVESTMENTS
(a) COMPONENTS OF NET INVESTMENT INCOME

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

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

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

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

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

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

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

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

<PAGE>

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

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

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

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

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


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

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

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

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

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

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

                                     F-10

<PAGE>
 


<TABLE>
<CAPTION>
 

                                                      MATURITY OF SWAPS ON INVESTMENTS
                                                           AS OF DECEMBER 31, 1995


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

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

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

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


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

<TABLE>
<CAPTION>

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


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

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

                                         F-11

<PAGE>

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

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

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

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

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

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


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

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

                                         F-12

<PAGE>


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

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

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

(H)  FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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


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

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

                                         F-13

<PAGE>

The provision for income taxes was as follows:

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

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

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

Deferred tax assets(liabilities) include the following:

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



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

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

Life insurance net retained premiums were comprised of the following:

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

                                         F-14

<PAGE>

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

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

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

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

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

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

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

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

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

                                         F-15

<PAGE>


6.   BUSINESS SEGMENT INFORMATION

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

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

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

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

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

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

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

                                         F-16

<PAGE>


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

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

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

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

                                         F-17
<PAGE>


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

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

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


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

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

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

Policy and mortgage loans carrying amounts approximate fair value.

                                     S-1

<PAGE>

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

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

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

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

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

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

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

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

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

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

                                         S-2

<PAGE>

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

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

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

YEAR ENDED DECEMBER 31, 1994

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

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

YEAR ENDED DECEMBER 31, 1993

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

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

</TABLE>

                                         S-3

<PAGE>


                                        PART C

                                  OTHER INFORMATION

Item 24. Financial Statements and Exhibits

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

    (b)  (1)  The resolution authorizing the separate account is incorporated
              by reference to Post-Effective Amendment No. 16, to the
              Registration Statement File No. 33-06952, dated May 1, 1995.

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

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

         (3)  (b)  Form of Dealer Agreement is incorporated herein.

         (4)  An Individual Flexible Premium Variable Annuity Contract and a
              Group Flexible Premium Variable Annuity Contract are incorporated
              by reference as stated above.

         (5)  The Form of Application is incorporated by reference as stated
              above.

         (6)  (a)  Restated Certificate of Incorporation of Hartford Life
                   Insurance Company is incorporated by reference as stated
                   above.

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

         (7)  Not applicable.

         (8)  Not applicable.

         (9)  Legal opinion is incorporated herein.

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

         (11) No financial statements are omitted.

         (12) Not applicable.

         (13) Not applicable.

         (14) A financial data schedule is incorporated herein.

<PAGE>

                                         -2-

    On December 31, 1995, Hartford Life had ownership of 10,000,000 shares of
    the Hartford International Advisers Fund, representing 35.5% of the total
    outstanding shares of the Fund.

    At December 31, 1995, certain Hartford Life Insurance Company group pension
    contracts held direct interest in shares as follows:

<TABLE>
<CAPTION>   
                                                                       Percent of
                                                            Shares     Total Shares
                                                           ----------  ------------
<S>                                                        <C>         <C> 

          Hartford Advisers Fund, Inc.                     11,995,216       0.55%
          Hartford Capital Appreciation Fund, Inc.          9,760,293       1.58%
          Hartford Index Fund, Inc.                        12,029,208       7.67%
          Hartford International Opportunities Fund, Inc.   5,629,699       1.07%
          Hartford Mortgage Securities Fund, Inc.          15,512,929       5.07%
          Hartford Stock Fund, Inc.                            70,084       0.01%
</TABLE>

Item 25.  Directors and Officers of the Depositor

          Louis J. Abdou                Vice President

          Wendell J. Bossen             Vice President

          Gregory A. Boyko              Vice President

          Peter W. Cummins              Vice President

          Ann M. deRaismes              Vice President

          Timothy M. Fitch              Vice President

          Donald R. Frahm               Chairman & CEO, Director

          Bruce D. Gardner              Vice President, Director

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

          J. Richard Garrett            Vice President & Treasurer

          John P. Ginnetti              Executive Vice President

          Lynda Godkin                  Associate General Counsel & Corporate
                                        Secretary

<PAGE>

                                         -3-

          Lois W. Grady                 Vice President

          David A. Hall                 Senior Vice President & Actuary

          Joseph Kanarek                Vice President

          Robert A. Kerzner             Vice President

          Kevin J. Kirk                 Vice President

          Andrew W. Kohnke              Vice President

          Stephen M. Maher              Vice President & Actuary

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

          Thomas M. Marra               Executive Vice President, Director

          Robert F. Nolan               Vice President

          Joseph J. Noto                Vice President

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

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

          Craig R. Raymond              Vice President & Chief Actuary

          Lowndes A. Smith              President & Chief Operating Officer,
                                        Director

          Edward J. Sweeney             Vice President

          James E. Trimble              Vice President & Actuary

          Raymond P. Welnicki           Senior Vice President, Director

          Walter C. Welsh               Vice President

          James T. Westervelt           Senior Vice President & Group
                                        Comptroller

<PAGE>


                                         -4-

          Lizabeth H. Zlatkus           Vice President

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

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

          Exhibit 26 is incorporated herein.

Item 27.  Number of Contract Owners

          As of  December 31, 1995 there were _______ Contract Owners.

Item 28.  Indemnification

Under Section 33-320a of the Connecticut General Statutes, the Registrant must
indemnify a director or officer against judgments, fines, penalties, amounts
paid in settlement and reasonable expenses, including attorneys' fees, for
actions brought or threatened to be brought against him in his capacity as a
director or officer when it is determined by certain disinterested parties that
he acted in good faith and in a manner he reasonably believed to be in the best
interests of the Registrant.  In any criminal action or proceeding, it also must
be determined that the director or officer had no reason to believe his conduct
was unlawful.  The director or officer must also be indemnified when he is
successful on the merits in the defense of a proceeding or in circumstances
where a court determines that he is fairly and reasonably entitled to be
indemnified, and the court approves the amount.  In shareholder derivative
suits, the director or officer must be finally adjudged not to have breached his
duty to the Registrant or a court must determine that he is fairly and
reasonably entitled to be indemnified and must approve the amount.  In a claim
based upon the director's or officer's purchase or sale of the Registrant's
securities, the director or officer may obtain indemnification only if a court
determines that, in view of all the circumstances, he is fairly and reasonably
entitled to be indemnified, and then for such amount as the court shall
determine.

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

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

<PAGE>

                                         -5-
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable.  In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

Item 29.  Principal Underwriters

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

          Hartford Life Insurance Company - Separate Account One

          Hartford Life Insurance Company - Separate Account Two

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

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

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

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

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

          Hartford Life Insurance Company - Putnam Capital Manager Trust
          Separate Account

          Hartford Life Insurance Company - Separate Account Three

          Hartford Life Insurance Company - Separate Account Five

          ITT Hartford Life and Annuity Insurance Company - Separate Account One

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

          ITT Hartford Life and Annuity Insurance Company - Separate Account
          Three

          
<PAGE>


                                         -6-

          ITT Hartford Life and Annuity Insurance Company - Separate Account
          Five

          ITT Hartford Life and Annuity Insurance Company - Separate Account Six


     (b)  Directors and Officers of HSD

          NAME AND PRINCIPAL                POSITIONS AND OFFICES
          BUSINESS ADDRESS                   WITH  UNDERWRITER

          Donald E. Waggaman, Jr.                 Treasurer

          Bruce D. Gardner                        Secretary

          George R. Jay                           Controller

          Lowndes A. Smith                        President


Item 30.  Location of Accounts and Records

          Accounts and records are maintained by:

          Hartford Life Insurance Company
          200 Hopmeadow Street
          Simsbury, CT  06089

Item 31.  Management Services

          None

Item 32.  Undertakings

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

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


<PAGE>

                                         -7-

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

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

<PAGE>

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

                                POWER OF ATTORNEY

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

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

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

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

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

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

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

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

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

<PAGE>

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

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

                                      SIGNATURES

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

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT TWO
      (Registrant)

*By: /s/ Thomas M. Marra                          *By: /s/ Lynda Godkin
     --------------------------------------------      ----------------
     Thomas M. Marra, Executive Vice President         Lynda Godkin
                                                       Attorney-in-Fact
HARTFORD LIFE INSURANCE COMPANY
      (Depositor)

*By: /s/ 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.

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

<PAGE>


                                                                   [Exhibit 3a]
                           PRINCIPAL UNDERWRITER AGREEMENT


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

                                     WITNESSETH:

WHEREAS, the Board of Directors of HLIC has made provision for the establishment
of a separate account within HLIC in accordance with the laws of the State of
Connecticut, which separate account was organized and is established and
registered as a unit investment trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of 1940
("1940 Act"), as amended, and which is designated Hartford Life Insurance
Company Separate Account Two (referred to as the "UIT"); and

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

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

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

                                          I.

                                     HSD'S DUTIES

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

<PAGE>

                                         -2-

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

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

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


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

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

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

                                         II.

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

2.  The UIT agrees to advice HSD immediately:

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

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

    (c)  Of the happening of any material event, if known, which makes untrue
         any statement in

                                          2

<PAGE>

                                         -3-

         said 1933 Act registration statement or which requires a change
         therein in order to make any statement therein not misleading.

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

                                         III.

                                     COMPENSATION

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

                                          IV.

                   RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

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

                                          V.

                                     MISCELLANEOUS

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

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

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

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

                                          3

<PAGE>

                                         -4-

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

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

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

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

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

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

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

                                          4

<PAGE>

                                         -5-

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


(Seal)                           HARTFORD LIFE INSURANCE COMPANY




                                 BY:    /s/ Thomas M.  Marra
                                     ----------------------------------
                                          Thomas M. Marra
                                       Senior Vice President



Attest:                          HARTFORD SECURITIES DISTRIBUTION
                                 COMPANY, INC.




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


<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

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

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

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

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

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

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

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

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


  I. APPOINTMENT OF THE BROKER-DEALER

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

 II. AUTHORITY OF THE BROKER-DEALER

<PAGE>

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

III. BROKER-DEALER REPRESENTATION

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

 IV. BROKER-DEALER OBLIGATIONS

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

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

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

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

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


                                        2
<PAGE>


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


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

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

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

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

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


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



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

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


                                        3
<PAGE>


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

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

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

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

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

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

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


 VI.   TERMINATION

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

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


                                        4
<PAGE>


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

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

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

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

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

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

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

VII.   GENERAL PROVISIONS

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

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


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

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


                                        5
<PAGE>


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

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

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

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

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

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

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

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

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

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


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

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

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

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

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

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

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

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

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

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


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


                                        8



<PAGE>

                                       78

                                                            Exhibit 6(a)


CERTIFICATE PENDING OR RESTATING CERTIFICATE OF INCORPORATION BY ACTION OF  

         / / INCORPORATORS  
             (Stock Corporation)

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

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

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

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

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

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

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

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

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

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

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

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

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

<PAGE>

                                        79

                                    (Continued)

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

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

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

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

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

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

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

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

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

NUMBER OF SHARES ENTITLED TO VOTE    400 

TOTAL VOTING POWER                   400

VOTE REQUIRED FOR ADOPTION           267

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


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

              NAME OF PRESIDENT OR VICE PRESIDENT  (Print or Type)  

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

           NAME OF SECRETARY OR ASSISTANT SECRETARY  (Print or Type)

                             William A. McMahon, 
                             Gen.Counsel & Secretary

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

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

  5.  Vote of members:

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

  TOTAL VOTING POWER

  VOTE REQUIRED FOR ADOPTION

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


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

NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

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

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

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


<PAGE>

                             80

Form 61-58


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

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



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


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

<PAGE>
                              81

               RESTATED CERTIFICATE OF INCORPORATION

                  HARTFORD LIFE INSURANCE COMPANY

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

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

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

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

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

Dated:  February 10, 1982            HARTFORD LIFE INSURANCE COMPANY


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

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

7342D



<PAGE>
   
                                                               Exhibit (6)(b)
    

                                     By-Laws

                                     of the


                         HARTFORD LIFE INSURANCE COMPANY


                             As passed and effective

                                February 13, 1978

                                 and amended on

                                  July 13, 1978

                                 January 5, 1979

                                       and

                                February 19, 1984

<PAGE>

                                    ARTICLE I


                               Name - Home Office


          Section 1.  This corporation shall be named HARTFORD LIFE INSURANCE
COMPANY.

          Section 2.  The principal place of business and Home Office shall be
in the City of Hartford, Connecticut.


                                   ARTICLE II


     Stockholders' Meetings - Notice - Quorum - Right to Vote


          Section 1.  All meetings of the Stockholders shall be held at the
principal business office of the Company unless the Directors shall otherwise
provide and direct.

          Section 2.  The annual meeting of the Stockholders shall be held on
such day and at such hour as the Board of Directors may decide.  For cause the
Board of Directors may postpone or adjourn such annual meeting to any other time
during the year.

          Section 3.  Special meetings of the Stockholders may be called by the
Board of Directors, the Executive Committee, the Chairman of the Board, the
President or any Vice President.

          Section 4.  Notice of Stockholders' meetings shall be mailed to each
Stockholder, at his address as it  appears on the records of the Company, at
least seven days prior to the meeting.  The notice shall state the place, date
and time of the meeting and shall specify all matters proposed to be acted upon
at the meeting.

          Section 5.  At each annual meeting the Stockholders choose Directors
as hereinafter provided.

          Section 6.  Each Stockholder shall be entitled to one vote for each
share of stock held by him at all meetings of the Company.  Proxies may be
authorized by written power of attorney.

          Section 7.  Holders of one-half of the whole amount of the stock
issued and outstanding shall constitute a quorum.

<PAGE>
                                      - 2 -


          Section 8.  Each Stockholder shall be entitled to a certificate of
stock which shall be signed by the President or a Vice President, and either the
Treasurer or an Assistant Treasurer of the Company, and shall bear the seal of
the Company, but such signatures and seal may be facsimile if permitted by the
laws of the State of Connecticut.


                                   ARTICLE III


                          Directors - Meetings - Quorum


          Section 1.  The property, business and affairs of the Company shall be
managed by a board of not less than three nor more than twenty Directors, who
shall be chosen by ballot at each annual meeting.  Vacancies occurring between
annual meetings may be filled by the Board of Directors by election.  Each
Director shall hold office until the next annual meeting of Stockholders and
until his successor is chosen and qualified.

          Section 2.  Meetings of the Board of Directors may be called by the
direction of the Chairman of the Board, the President, or any three Directors.

          Section 3.  Three days' notice of meetings of the Board of Directors
shall be given to each Director, either personally or by mail or telegraph, at
his residence or usual place of business, but notice may be waived, at any time,
in writing.

          Section 4.  One third of the number of existing directorships, but not
less than two Directors, shall constitute a quorum.


                                   ARTICLE IV


                    Election of Officers - Duties of Board of
                        Directors and Executive Committee



          Section 1.  The President shall be elected by the Board of Directors.
The Board of Directors may also elect one of its members to serve as Chairman of
the Board of Directors.  The Chairman of the Board, or an individual appointed
by him, shall have authority to appoint all other officers, except as stated
herein, including one or more Vice Presidents and Assistant Vice Presidents, the
Treasurer

<PAGE>

and one or more Associate or Assistant Treasurers, one or more Secretaries and
Assistant Secretaries and such other Officers as the Chairman of the Board may
from time to time designate.  All Officers of the Company shall hold office 
during the pleasure of the Board of Directors.  The Directors may require any 
Officer of the Company to give security for the faithful performance of his 
duties.

          Section 2.  The Directors may fill any vacancy among the officers by
election for the unexpired term.

          Section 3.  The Board of Directors may appoint from its own number an
Executive Committee of not less than five Directors.  The Executive Committee
may exercise all powers vested in and conferred upon the Board of Directors at
any time when the Board is not in session.  A majority of the members of said
Committee shall constitute a quorum.

          Section 4.  Meetings of the Executive Committee shall be called
whenever the Chairman of the Board, the President or a majority of its members
shall request.  Forty-eight hours' notice shall be given of meetings but notice
may be waived, at any time, in writing.

          Section 5.  The Board of Directors shall annually appoint from its own
number a Finance Committee of not less than three Directors, whose duties shall
be as hereinafter provided.

          Section 6.  The Board of Directors may, at any time, appoint such
other Committees, not necessarily from its own number,  as it may deem necessary
for the proper conduct of the business of the Company, which Committees shall
have only such powers and duties as are specifically assigned to them by the
Board of Directors or the Executive Committee.

          Section 7.  The Board of Directors may make contributions, in such
amounts as it determines to be reasonable, for public welfare or for charitable,
scientific or educational purposes, subject to the limits and restrictions
imposed by law and to such rules and regulations consistent with law as it
makes.

                                    ARTICLE V


                                    Officers


                              Chairman of the Board

          Section 1.  The Chairman of the Board shall preside at the meetings of
the Board of Directors and the Executive Committee and, in the absence of the
Chairman of the Finance Committee, at the meetings of the Finance Committee.  In
the absence or inability of the Chairman of the Board to so preside, the
President shall preside in his place.

<PAGE>

                                    President

          Section 2.  The President, under the supervision and control of the
Chairman of the Board, shall have general charge and oversight of the business
and affairs of the Company.  The President shall preside at the meetings of the
Stockholders.  He shall be a member of and shall preside at all meetings of all
Committees not referred to in Section 1 of this ARTICLE except that he may
designate a Chairman for each such other Committee.

          Section 3.  In the absence or inability of the President to perform
his duties, the Chairman of the Board may designate a Vice President to exercise
the powers and perform the duties of the President during such absence or
inability.

                                    Secretary

          Section 4.  The Secretary of the Corporation shall keep a record of
all the meetings of the Company, of the Board of Directors and of the Executive
Committee, and he shall discharge all other duties specifically required of the
Secretary by law.  The other Secretaries and Assistant Secretaries shall perform
such duties as may be assigned to them by the Board of Directors or by their
senior officers and any Secretary or Assistant Secretary may affix the seal of
the Company and attest it and the signature of any officer to any and all
instruments.

                                    Treasurer

          Section 5.  The Treasurer shall keep, or cause to be kept, full and
accurate accounts of the Company.  He shall see that the funds of the Company
are disbursed as may be ordered by the Board of Directors or the Finance
Committee.  He shall have charge of all moneys paid to the Company and on
deposit to the credit of the Company or in any other properly authorized name,
in such banks or depositories as may be designated in a manner provided by these
by-laws.  He shall also discharge all other duties that may be required of him
by law.

                                 Other Officers

          Section 6.  The other officers shall perform such duties as may be
assigned to them by the President or the Board of Directors.

<PAGE>

                                      - 5 -


                                   ARTICLE VI


                                Finance Committee


          Section 1. If a Finance Committee is established it shall be the duty
of that committee to supervise the investment of the funds of the Company in
securities in which insurance companies are permitted by law to invest, and all
other matters connected with the management of investments.  If no Finance
Committee is established this duty shall be performed by the Board of Directors.

          Section 2.  All loans or purchases for the investment and reinvestment
of the funds of the Company shall be submitted for approval to the Finance
Committee, if not specifically approved by the Board of Directors.

          Section 3.  Sale or transfer of any stocks or bonds shall be made upon
authorization of the Finance Committee unless specifically authorized by the
Board of Directors.

          Section 4.  Transfers of stock and registered bonds, deeds, leases,
releases, sales, mortgages chattle or real, assignments or partial releases of
mortgages chattel or real, and in general all instruments of defeasance of
property and all agreements or contracts affecting the same, except discharges
of mortgages and entries to foreclose the same as hereinafter provided, shall be
authorized by the Finance Committee or the Board of Directors, and be executed
jointly for the Company by two persons, to wit:  The Chairman of the Board, the
President or a Vice President, and a Secretary, the Treasurer or an Assistant
Treasurer, but may be acknowledged and delivered by either one of those
executing the instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as aforesaid, or any
person specially authorized by the Finance Committee as attorney for the
Company, may make entry to foreclose any mortgage, and a Secretary, the
Treasurer or an Assistant Treasurer alone is authorized, without the necessity
of further authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

          Section 5.  The Finance Committee may fix times and places for regular
meetings.  No notice of regular meetings shall be necessary.  Reasonable notice
shall be given of special meetings but the action of a majority of the Finance
Committee at any meeting shall be valid notwithstanding any defect in the notice
of such meeting.

<PAGE>

                                     - 6 -

          Section 6.  In the absence of specific authorization from the Board of
Directors or the Finance Committee, the Chairman of the Board, the President, a
Vice President or the Treasurer shall have the power to vote or execute proxies
for voting any shares held by the Company.

                                   ARTICLE VII


                                      Funds


          Section 1.  All monies belonging to the Company shall be deposited to
the credit of the Company, or in such other name as the Finance Committee, the
Chairman of the Finance Committee or such executive officers as are designated
by the Board of Directors shall direct, in such bank or banks as may be
designated from time to time by the Finance Committee, the Chairman of the
Finance Committee, or by such executive officers as are designated by the Board
of Directors.  Such monies shall be drawn only on checks or drafts signed by any
two executive officers of the Company, provided that the Board of Directors may
authorize the withdrawal of such monies by check or draft signed with the
facsimile signature of any one or more executive officers, and provided further,
that the Finance Committee may authorize such alternative methods of withdrawals
as it deems proper.

          The Board of Directors, the President, the Chairman of the Finance
Committee, a Vice President, or such executive officers as are designated by the
Board of Directors may authorize withdrawal of funds by checks or drafts drawn
at offices of the Company to be signed by Managers, General Agents or employees
of the Company, provided that all such checks or drafts shall be signed by two
such authorized persons, except checks or drafts used for the payment of
claims or losses which need be signed by only one such authorized person, and
provided further that the Board of Directors of the Company or executive 
officers designated by the Board of Directors may impose such limitations or
restrictions upon the withdrawal of such funds as it deems proper.

<PAGE>

                                      - 7 -

                                  ARTICLE VIII


                       Indemnity of Directors and Officers


          Section 1.  The Company shall indemnify and hold harmless each
Director and officer now or hereafter serving the Company, whether or not then
in office, from and against any and all claims and liabilities to which  he may
be or become subject by reason of his being or having been a Director or officer
of the Company, or of any other company which he serves as a Director or officer
at the request of the Company, to the extent such is consistent with the 
statutory provisions pertaining to indemnification, and shall provide such 
further indemnification for legal and/or all other expenses reasonably incurred
in connection with defending against such claims and liabilities as is 
consistent with statutory requirements.


                                   ARTICLE IX


                               Amendment of ByLaws


          Section 1.  The Directors shall have power to adopt, amend and repeal
such bylaws as may be deemed necessary or appropriate for the management of the
property and affairs of the Company.

          Section 2.  The Stockholders at any annual or special meeting may
amend or repeal these bylaws or adopt new ones if the notice of such meeting
contains a statement of the proposed alteration, amendment, repeal or adoption,
or the substance thereof.
 

<PAGE>


                                                                   [Exhibit 9]



March 15, 1996


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

RE:  SEPARATE ACCOUNT TWO ("SEPARATE ACCOUNT")
     HARTFORD LIFE INSURANCE COMPANY ("COMPANY")
     FILE NO. 33-6952

Dear Sir/Madam:

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

I am of the following opinion:

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

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

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

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

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

Sincerely,

/s/ Lynda Godkin

Lynda Godkin

Associate General Counsel & Secretary


<PAGE>


                                                                   [Exhibit 10]
                                 ARTHUR ANDERSEN LLP



                      CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-6952 for Hartford Life Insurance
Company Separate Account Two on Form N-4.


                                              /s/ Arthur Andersen LLP




Hartford, Connecticut
April 30, 1996




<PAGE>

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





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

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

<TABLE> <S> <C>

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

</TABLE>


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