HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
497, 1996-08-23
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<PAGE>
                                           THE DIRECTOR
                                 HARTFORD LIFE INSURANCE COMPANY
                                          SEPARATE ACCOUNT TWO
                                             P.O. BOX 5085
                                    HARTFORD, CONNECTICUT 06102-5085
123
                        CONTRACT OWNERS 1-800-862-6668                INVESTMENT
                        REPRESENTATIVES 1-800-862-7155
- --------------
- --------------
 
This  Prospectus describes  The Director, an  individual and  group tax deferred
variable  annuity   contract   designed   for   retirement   planning   purposes
("Contracts").
 
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 (the "Separate Account") or in the Fixed Account of
Hartford  Life. Allocations to and  transfers 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")
Small Company Fund Sub-Account                --   shares  of  Hartford  Small  Company  Fund,  Inc.  ("Small
                                                   Company 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:  Annuity  Marketing  Services,  P.O.  Box  5085,  Hartford,   CT
06102-5085.  The Table of  Contents for the  Statement of Additional Information
may be  found  on  page 27  of  this  Prospectus. The  Statement  of  Additional
Information is incorporated by reference to this Prospectus.
- --------------------------------------------------------------------------------
 
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.
- --------------------------------------------------------------------------------
 
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.
- --------------------------------------------------------------------------------
 
PROSPECTUS DATED: MAY 1, 1996
REVISED EFFECTIVE: AUGUST 9, 1996
STATEMENT OF ADDITIONAL INFORMATION DATED: MAY 1, 1996
<PAGE>
2                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
                                 SPECIAL TERMS
 
ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.
 
ANNUAL WITHDRAWAL AMOUNT: The amount which can be withdrawn in any Contract Year
prior to incurring surrender charges.
 
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  a group unallocated Contract, 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.
 
DEATH BENEFIT: The amount payable upon the death of a Contract Owner,  Annuitant
or  Participant, in  the case of  group Contracts, before  annuity payments have
commenced.
 
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  8 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 Services.
 
MAXIMUM ANNIVERSARY VALUE: Value  used in determining the  Death Benefit. It  is
based  on a series of calculations  of Account Values on Contract Anniversaries,
premium payments and partial surrenders, as described on page 12.
 
NON-QUALIFIED CONTRACT: A Contract  which is not  classified as a  tax-qualified
retirement plan using pre-tax dollars under the 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) plan or an Individual Retirement Annuity (IRA).
 
SEPARATE  ACCOUNT: The  Hartford Life  separate account  entitled "Hartford Life
Insurance Company Separate Account Two".
 
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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                3
- --------------------------------------------------------------------------------
 
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.
<PAGE>
4                                                Hartford Life Insurance Company
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
 
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <S>                                                                       <C>
 SPECIAL TERMS...........................................................    2
 FEE TABLE...............................................................    5
 ACCUMULATION UNIT VALUES................................................    6
 INTRODUCTION............................................................    7
 HARTFORD LIFE, SEPARATE ACCOUNT TWO, THE FIXED ACCOUNT AND THE FUNDS....    7
   Hartford Life Insurance Company.......................................    7
   Separate Account Two..................................................    8
   The Funds.............................................................    8
   The Fixed Account.....................................................   10
   Performance Related Information.......................................   10
 THE CONTRACTS...........................................................   11
   Contracts Offered.....................................................   11
   Premium Payments and Initial Allocations..............................   11
   Contract Value........................................................   12
   Transfers Between the Sub-Accounts/Fixed Account......................   12
   Charges Under the Contracts...........................................   13
   Death Benefits........................................................   14
   Surrender Benefits....................................................   15
   Annuity Benefits......................................................   16
   Other Information.....................................................   18
 FEDERAL TAX CONSIDERATIONS..............................................   19
   A.  General...........................................................   19
   B.  Taxation of Hartford Life and the Separate Account................   19
   C.  Taxation of Annuities -- General Provisions Affecting Purchasers
   other than
      Qualified Retirement Plans.........................................   19
   D. Federal Income Tax Withholding.....................................   22
   E.  General Provisions Affecting Qualified Retirement Plans...........   22
   F.  Annuity Purchases by Nonresident Aliens and Foreign
    Corporations.........................................................   22
 MISCELLANEOUS...........................................................   23
   How Contracts Are Sold................................................   23
   Legal Matters and Experts.............................................   23
   Additional Information................................................   23
 APPENDIX I -- INFORMATION REGARDING TAX QUALIFIED PLANS.................   24
 TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION................   27
</TABLE>
<PAGE>
Hartford Life Insurance Company                                                5
- --------------------------------------------------------------------------------
 
                                   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....................................................       5%
     Fourth Year...................................................       5%
     Fifth Year....................................................       4%
     Sixth Year....................................................       3%
     Seventh Year..................................................       2%
     Eighth Year...................................................       0%
 Annual Contract Fee (2)...........................................  $   30
 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%
 Hartford Small Company Fund.....................   0.520%     0.150%     0.670%
</TABLE>
 
- ------------------------------
 
(1) Length of time from premium payment.
 
(2) The Annual Contract Fee is a single $30 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 0.08%
    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.
 
(4) Small Company Fund is a new Fund; operating expenses are based on annualized
    estimates of such expenses to be incurred in the current fiscal year.  HIMCO
    has  agreed to waive its fees for the Small Company Fund until the assets of
    this Fund (excluding assets contributed by companies affiliated with  HIMCO)
    first  reach $20 million.  Without this waiver,  the investment advisory fee
    would be .575% annually, total operating expense without the waiver would be
    .90% annually.
 
(5) The Securities  and Exchange Commission  requires only 1  and 3 years  since
    this is an esitmate of expenses incurred.
 
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   $ 109   $ 141    $ 219     $ 18   $  58   $ 100    $ 218     $ 19   $  59   $ 101    $ 219
 Hartford Stock Fund..........    79     107     139      214       18      56      98      212       19      57      99      214
 HVA Money Market Fund........    78     106     137      210       17      55      96      209       18      56      97      210
 Hartford Advisers Fund.......    80     113     147      232       19      62     107      231       20      63     107      232
 Hartford Capital Appreciation
   Fund.......................    81     114     149      235       20      63     108      234       21      64     109      235
 Hartford Mortgage Securities
   Fund.......................    78     107     138      213       18      56      97      212       18      57      98      213
 Hartford Index Fund..........    78     105     134      204       17      54      93      203       18      55      94      204
 Hartford International
   Opportunities Fund.........    82     119     159      254       22      68     118      253       22      69     119      254
 Hartford Dividend & Growth
   Fund.......................    82     117     154      245       21      66     113      244       22      67     114      245
 Hartford International
   Advisers Fund..............    86     131     178      292       25      80     137      291       26      81     138      292
 Hartford Small Company Fund
   (5)........................    81     113     n/a      n/a
</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.
<PAGE>
6                                                Hartford Life Insurance Company
- --------------------------------------------------------------------------------
 
                            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
                                                            ---------  ---------  ---------  ---------  ---------  ---------
<S>                                                         <C>        <C>        <C>        <C>        <C>        <C>
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.607     $1.694     $1.556     $1.493     $1.298     $1.212
Accumulation unit value at end of period..................     $1.880     $1.607     $1.694     $1.556     $1.493     $1.298
Number accumulation units outstanding at end of period (in
 thousands)...............................................     99,377     85,397     79,080     41,204     25,267     14,753
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $2.180     $2.250     $1.993     $1.834     $1.490     $1.569
Accumulation unit value at end of period..................     $2.887     $2.180     $2.250     $1.993     $1.834     $1.490
Number accumulation units outstanding at end of period (in
 thousands)...............................................    285,640    248,563    203,873    121,100     72,780     31,149
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.462     $1.424     $1.401     $1.369     $1.307     $1.225
Accumulation unit value at end of period..................     $1.528     $1.462     $1.424     $1.401     $1.369     $1.307
Number accumulation units outstanding at end of period (in
 thousands)...............................................    102,635    138,396    102,328     78,664     60,774     67,059
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.991     $2.072     $1.870     $1.748     $1.470     $1.470
Accumulation unit value at end of period..................     $2.523     $1.991     $2.072     $1.870     $1.748     $1.470
Number accumulation units outstanding at end of period (in
 thousands)...............................................    888,803    858,014    688,865    295,387    166,408    101,758
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
Accumulation unit value at end of period..................     $1.468     $1.409     $1.376     $1.357     $1.331     $1.276
Number accumulation units outstanding at end of period (in
 thousands)...............................................         48         48         52        161        213        243
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $2.615     $2.583     $2.165     $1.874     $1.231     $1.400
Accumulation unit value at end of period..................     $3.364     $2.615     $2.583     $2.165     $1.874     $1.231
Number accumulation units outstanding at end of period (in
 thousands)...............................................    292,671    220,936    160,934     75,653     39,031     10,501
MORTGAGE SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.637     $1.685     $1.604     $1.552     $1.370     $1.264
Accumulation unit value at end of period..................     $1.878     $1.637     $1.685     $1.604     $1.552     $1.370
Number accumulation units outstanding at end of period (in
 thousands)...............................................    101,881    112,417    138,666     98,494     46,464     18,632
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.750     $1.755     $1.629     $1.544     $1.207     $1.274
Accumulation unit value at end of period..................     $2.359     $1.750     $1.755     $1.629     $1.544     $1.207
Number accumulation units outstanding at end of (in
 thousands)...............................................     65,954     50,799     46,504     29,723     15,975     10,015
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
 
<CAPTION>
                                                              1989       1988       1987       1986
                                                            ---------  ---------  ---------  ---------
<S>                                                         <C>        <C>        <C>        <C>
BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.095     $1.031     $1.044     $1.000
Accumulation unit value at end of period..................     $1.212     $1.095     $1.031     $1.044
Number accumulation units outstanding at end of period (in
 thousands)...............................................      9,267      5,786      3,576        802
STOCK FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.261     $1.073     $1.031     $1.000
Accumulation unit value at end of period..................     $1.569     $1.261     $1.073     $1.031
Number accumulation units outstanding at end of period (in
 thousands)...............................................     30,096      9.158      9,229      1,250
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.136     $1.071     $1.019     $1.000
Accumulation unit value at end of period..................     $1.225     $1.136     $1.071     $1.019
Number accumulation units outstanding at end of period (in
 thousands)...............................................     28,291     29,043     11,633        243
ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.223     $1.085     $1.036     $1.000
Accumulation unit value at end of period..................     $1.470     $1.223     $1.085     $1.036
Number accumulation units outstanding at end of period (in
 thousands)...............................................     79,738     56,584     56,332      9,405
U.S. GOVERNMENT MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.122     $1.062     $1.018     $1.000
Accumulation unit value at end of period..................     $1.202     $1.122     $1.062     $1.018
Number accumulation units outstanding at end of period (in
 thousands)...............................................        297        281        187         10
CAPITAL APPRECIATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.142     $0.916     $0.969     $1.000
Accumulation unit value at end of period..................     $1.400     $1.142     $0.916     $0.969
Number accumulation units outstanding at end of period (in
 thousands)...............................................      8,041      3,606      2,989        431
MORTGAGE SECURITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $1.132     $1.057     $1.043     $1.000
Accumulation unit value at end of period..................     $1.264     $1.132     $1.057     $1.043
Number accumulation units outstanding at end of period (in
 thousands)...............................................     12,248     11,061      9,397      3,773
INDEX FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............     $0.989     $0.862     $1.000(b)        --
Accumulation unit value at end of period..................     $1.274     $0.989     $0.862         --
Number accumulation units outstanding at end of (in
 thousands)...............................................      6,306      2,868      1,758         --
INTERNATIONAL OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............         --         --         --         --
Accumulation unit value at end of period..................         --         --         --         --
Number accumulation units outstanding at end of period (in
 thousands)...............................................         --         --         --         --
DIVIDEND & GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............
Accumulation unit value at end of period..................
Number accumulation units outstanding at end of period (in
 thousands)...............................................
INTERNATIONAL ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at beginning of period............
Accumulation unit value at end of period..................
Number accumulation units outstanding at end of period (in
 thousands)...............................................
</TABLE>
 
(a) Inception date August 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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                7
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                                  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 Insurance Company ("Hartford
Life") in  the Fixed  Account and/or  a  series of  Separate Account  Two.  (See
"Hartford  Life Insurance  Company" page  7; "The  Contracts" page  11; and "The
Separate Account" page 8.) Please read the Special Terms on pages 2 and 3  prior
to reading this Prospectus to familiarize yourself with the terms being used.
 
    The Contracts are available for purchase by individuals and groups on both a
non-qualified  and qualified basis. The maximum issue age for the Contract is 85
years old. (See "The Contracts" page 11.) Generally, the minimum initial Premium
Payment is  $1,000.  Thereafter,  the  minimum payment  is  $500.  There  is  no
deduction  for sales expenses from Premium  Payments when made. A deduction will
be made  for state  Premium Taxes  for Contracts  sold in  certain states.  (See
"Charges Under the Contracts," page 13.)
 
    Generally,  the  Contracts are  purchased  by completing  and  submitting an
application or an order to purchase, along with the initial Premium Payment,  to
Hartford  Life for  its approval. Generally,  a Contract Owner  may exercise his
right to cancel  the Contract  within 10  days of  delivery of  the Contract  by
returning  the Contract  to Hartford  Life at its  Home Office.  If the Contract
Owner exercises  his right  to  cancel, Hartford  Life  will return  either  the
Contract  Value  or the  original Premium  Payments to  the Contract  Owner. The
duration of the right to cancel period and Hartford Life's obligation to  either
return  the Contract Value of the original  Premium Payment will depend on state
law.
 
    The investment options  for the  Contracts are the  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 Small  Company  Fund,
Inc.,  Hartford Stock Fund,  Inc., HVA Money  Market Fund, Inc.,  and such other
funds as  shall be  offered  from time  to time  (the  "Funds"), and  the  Fixed
Account.  (See "The Funds" page 8 and "The Fixed Account" page 10.) With certain
limitations, Contract Owners  may allocate their  Premium Payments and  Contract
Values  to one or a  combination of these investment  options and transfer among
the investment  options. (See  "Transfers Between  Sub-Accounts/ Fixed  Account"
page 12.)
 
    An  Annual Maintenance Fee in the amount of $30.00 is deducted from Contract
Values each Contract Year  (not applicable to Contracts  with Account Values  of
$50,000  or more)  and there  is a  1.25% per  annum mortality  and expense risk
charge applied against all  Contract Values held in  the Separate Account.  (See
"Charges  Under  the Contracts"  page  13). Finally,  the  Funds are  subject to
certain fees, charges and  expenses (see the Prospectus  for the Funds  attached
hereto).
 
    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. (See
"Surrender Benefits" page 15). However,  a contingent deferred sales charge  may
be  assessed  against  Contract  Values when  they  are  surrendered. Contingent
deferred sales  charges will  not be  assessed in  certain instances,  including
withdrawals  up  to  the  annual  withdrawal amount  and  the  payment  of Death
Benefits. (See "Charges Under the Contracts" page 13.)
 
    The Contract provides for a minimum Death Benefit in the event of the  death
of  the Annuitant or Contract Owner  before Annuity payments have commenced (see
"Death Benefits"  page 14).  Various  annuity options  are available  under  the
Contract for election by the Contract Owner on either a fixed or variable basis.
In  the  absence  of  an  annuity  option  election,  the  Contract  Value (less
applicable Premium Taxes) will  be applied on the  Annuity Commencement Date  to
provide a life annuity with 120 monthly payments certain (see "Annuity Benefits"
page 16).
                                 HARTFORD LIFE,
                             SEPARATE ACCOUNT TWO,
                               THE FIXED ACCOUNT,
                                 AND THE FUNDS
                        HARTFORD LIFE INSURANCE COMPANY
 
    Hartford   Life   Insurance   Company  ("Hartford   Life")   was  originally
incorporated  under  the  laws  of  Massachusetts  on  June  5,  1902.  It   was
subsequently  redomiciled to Connecticut.  It is a  stock life insurance company
engaged in the business  of writing health and  life insurance, both  individual
and  group, in all states of the United States and the District of Columbia. The
offices of  Hartford Life  are located  in Simsbury,  Connecticut; however,  its
mailing address is P.O. Box 5085, Hartford, CT 06102-5085.
 
    Hartford  Life is ultimately 100% owned  by Hartford Fire Insurance Company,
one of the largest  multiple lines insurance carriers  in the United States.  On
December  20,  1995,  Hartford  Fire Insurance  Company  became  an independent,
publicly traded corporation.
 
    Hartford Life is rated A+ (superior) by A.M. Best and Company, Inc., on  the
basis  of its  financial soundness and  operating performance.  Hartford Life is
rated AA+ by both
<PAGE>
8                                                HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
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.
                              SEPARATE ACCOUNT TWO
 
    The Separate Account  was established on  June 2, 1986.  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.
Separate  Account  assets  are  held  by  Hartford  Life  under  a   safekeeping
arrangement. 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.
 
    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. 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 already purchased or to
be   purchased  in  the  future  by  the  Separate  Account  provided  that  the
substitution has been approved by the Commission.
 
    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 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.
 
    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.  Contract Values allocated  to the Separate Account  is not 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.  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.  However,  all  obligations  arising  under the
Contracts are general corporate obligations of Hartford Life.
 
    Hartford Life  does not  guarantee the  investment results  of the  Separate
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.
                                   THE FUNDS
 
    All  of the Funds are sponsored by Hartford Life and were incorporated under
the laws of the State of Maryland.
 
    The Hartford Management  Company ("HIMCO") serves  as investment manager  or
adviser  to  each  of  the Funds.  In  addition,  Wellington  Management Company
("Wellington Management") serves  as sub-investment  adviser to  certain of  the
Funds.
 
    HIMCO  serves  as investment  manager for  Hartford Advisers  Fund, Hartford
Capital  Appreciation  Fund,  Hartford   Dividend  and  Growth  Fund,   Hartford
International Advisers Fund, Hartford International Opportunities Fund, Hartford
Small Company Fund, and Hartford Stock Fund 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 Fund, Hartford Index
Fund,  Hartford Mortgage Securities Fund, and  HVA Money Market Fund pursuant to
an Investment Advisory Agreement between these funds and HIMCO.
 
    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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                9
- --------------------------------------------------------------------------------
 
ordered from Hartford Life. 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.
 
 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 SMALL COMPANY FUND, INC. (AVAILABLE EFFECTIVE AUGUST 9, 1996)
 
    To achieve growth  of capital  by investing primarily  in equity  securities
selected on the basis of potential for capital appreciation. Under normal market
and  economic conditions at least  65% of the Small  Company Fund's total assets
are invested in equity securities of  companies which make less than $2  billion
in market capitalization.
 
 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.
 
    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 share 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
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
 
*"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.
<PAGE>
10                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
proxies received from  Contract Owners.  Hartford Life  as such,  shall have  no
right,  except  as hereinafter  provided, to  vote  any Fund  shares held  by it
hereunder which may  be registered in  its name  or the names  of its  nominees.
Hartford  Life will, however, vote the Fund shares held by it in accordance with
the instructions received from the Contract  Owners for whose accounts the  Fund
shares  are held.  If a Contract  Owner desires  to attend any  meeting at which
shares held for the  Contract Owner's benefit may  be voted, the Contract  Owner
may  request  Hartford Life  to furnish  a  proxy or  otherwise arrange  for the
exercise of voting rights with respect to the Fund shares held for such Contract
Owner's account. 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.
 
    The Funds  are available  only to  serve as  the underlying  investment  for
variable  annuity and variable life insurance Contracts issued by Hartford Life.
It is conceivable  that in  the future it  may be  disadvantageous for  variable
annuity  separate  accounts and  variable  life insurance  separate  accounts to
invest in the Funds simultaneously. Although Hartford Life and the Funds do  not
currently  foresee any  such disadvantages  either to  variable annuity Contract
Owners or  to  variable  life  insurance Policy  Owners,  the  Funds'  Board  of
Directors  intends to monitor events in order to identify any material conflicts
between such Contract Owners and Policy Owners and to determine what action,  if
any, should be taken in response thereto. If the Board of Directors of the Funds
were to conclude that separate funds should be established for variable life and
variable  annuity separate accounts, the  variable annuity Contract Owners would
not bear any expenses attendant to the establishment of such separate funds.
                               THE FIXED ACCOUNT
 
    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.
                        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   Hartford  Advisers   Fund,  Hartford   Bond  Fund,   Hartford  Capital
Appreciation Fund, Inc., Hartford Dividend and Growth Fund, Hartford Index Fund,
Hartford International Advisers Fund, Hartford International Opportunities Fund,
Hartford Mortgage Securities Fund, Hartford  Small Company Fund, Hartford  Stock
Fund,  and  HVA  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).
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               11
- --------------------------------------------------------------------------------
 
    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  Hartford Bond Fund  and Hartford 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 HVA  Money Market  Fund Sub-Account  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 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.
                                 THE CONTRACTS
                               CONTRACTS OFFERED
 
    The   Contracts  are  individual  or  group  tax-deferred  Variable  Annuity
Contracts designed for retirement planning purposes and 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").
                    PREMIUM PAYMENTS AND INITIAL ALLOCATIONS
 
    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.
 
    REFUND RIGHTS: 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 Contract Value on the date
of receipt of the request for cancellation. 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.
 
    CREDITING AND  VALUATION:  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
<PAGE>
12                                               Hartford Life Insurance Company
- --------------------------------------------------------------------------------
 
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.
 
    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.
                                 CONTRACT VALUE
 
    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.
 
    ACCUMULATION UNIT VALUES: 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.
 
    VALUATION OF FUND SHARES:  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.
 
    VALUATION  OF THE FIXED  ACCOUNT: Hartford Life will  determine the value of
the Fixed  Account by  crediting  interest to  amounts  allocated to  the  Fixed
Account.
                        TRANSFERS BETWEEN SUB-ACCOUNTS/
                                 FIXED ACCOUNT
 
    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 a Contract Owner or by the attorney-in-fact pursuant to
a  power of  attorney by  calling (800) 862-6668  or by  the agent  of record by
calling (800) 862-7155. Telephone transfers may not be permitted by some  states
for their residents who purchase variable annuities.
 
    The  policy of Hartford Life and its agents and affiliates is that they will
not be  responsible for  losses resulting  from acting  upon telephone  requests
reasonably  believed  to  be  genuine.  Hartford  Life  will  employ  reasonable
procedures to confirm that instructions  communicated by telephone are  genuine;
otherwise,  Hartford Life may  be liable for  any losses due  to unauthorized or
fraudulent instructions. The procedures  Hartford Life follows for  transactions
initiated  by  telephone  include  requirements  that  callers  provide  certain
information for identification purposes. All transfer instructions by  telephone
are tape recorded.
 
    Hartford  Life may permit the Contract Owner to preauthorize transfers among
Sub-Accounts and  between  Sub-Accounts  and the  Fixed  Account  under  certain
circumstances.  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.
 
    It is the responsibility of the Contract Owner or Participant to verify  the
accuracy  of all confirmations of transfers and to promptly advise Hartford Life
of any inaccuracies  within one  business day  of receipt  of the  confirmation.
Hartford Life will send the Contract Owner a confirmation of the transfer within
five (5) days from the date of any instruction.
 
    Transfers  from the Fixed Account into a Sub-Account may be made at any time
during the Contract Year. The
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               13
- --------------------------------------------------------------------------------
 
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.
 
    Subject to the exceptions set forth in the following paragraph, the right to
reallocate  Contract  Values  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 the Fixed Account 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.
                          CHARGES UNDER THE CONTRACTS
 
    CONTINGENT DEFERRED SALES CHARGES: 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.  Premium  payments  will  be  deemed  to be
surrendered in the order in which they were received.
 
    PAYMENTS  SUBJECT  TO  SALES  CHARGES   DURING  THE  FIRST  SEVEN   CONTRACT
YEARS: During the first seven Contract years, a contingent deferred sales charge
will  be assessed against the surrender  of the Premium Payments. All surrenders
will be first from Premium Payments and then from other Contract Values.
 
    AFTER THE  SEVENTH  CONTRACT YEAR:  After  the seventh  Contract  year,  all
surrenders  will  first  be from  earnings  and  then from  premium  payments. A
contingent deferred sales charge will not  be assessed against the surrender  of
earnings.  If an amount equal to all earnings has been surrendered, a contingent
deferred sales charge  will not  be assessed against  premium payments  received
more  than seven years prior to surrender,  but will be assessed against premium
payments received less than seven years prior to surrender.
 
    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)
          <S>         <C>
            6%                 1
            6%                 2
            5%                 3
            5%                 4
            4%                 5
            3%                 6
            2%                 7
            0%             8 or more
</TABLE>
 
    PAYMENTS  NOT  SUBJECT TO  SALES CHARGES:  During  the first  seven Contract
Years, 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. After the seventh Contract
year, the Contract Owner may make a partial surrender of 10% of premium payments
made during the  seven years prior  to the  surrender and 100%  of the  Contract
Value  less  the premium  payments  made during  the  seven years  prior  to the
surrender. The amounts  not subject  to sales charges  are known  as the  Annual
Withdrawal  Amount.  The  Annual  Withdrawal  Amount  is  the  amount  which can
<PAGE>
14                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
be withdrawn in any Contract Year prior to incurring sales charges. An  Extended
Withdrawal  Privilege  rider allows  an  Annuitant who  attains  age 70  under a
Qualified Plan to withdraw an amount  in excess of the Annual Withdrawal  Amount
to comply with IRS minimum distribution rules.
 
    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.
 
    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 (other than a surrender out of  Option
4) provided for under the Contract.
 
    PURPOSE  OF SALES CHARGES: 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.
 
    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.  Hartford
Life  will bear the loss in such a situation. 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 or in
periods where the contingent  deferred sales loads  would have been  applicable,
experience  a loss resulting from the  assumption of the mortality risk relative
to the guaranteed 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.
 
    ANNUAL MAINTENANCE FEE: 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 $30.00 per Contract Year for Contracts with less than
$50,000 Contract Value on the Contract  Anniversary. The deduction will be  made
pro  rata according to the value in each Sub-Account and the Fixed Account under
a Contract.
 
    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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               15
- --------------------------------------------------------------------------------
 
    EXCEPTIONS: Hartford Life  may offer,  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
(including  employer  sponsored  savings plans)  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.
                                 DEATH BENEFITS
 
    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 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.
 
    GUARANTEED DEATH BENEFIT: If, upon  death prior to the Annuity  Commencement
Date,  the Annuitant or Contract Owner, as applicable, had not attained his 90th
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  Maximum  Anniversary  Value
immediately preceding the date of death. The Maximum Anniversary Value is  equal
to the greatest Anniversary Value attained from the following:
 
    As  of the date of receipt of due proof of death, the Company will calculate
an Anniversary  Value for  each  Contract Anniversary  prior to  the  deceased's
attained  age 81.  The Anniversary  Value is  equal to  the Contract  Value on a
Contract Anniversary, increased  by the  dollar amount of  any premium  payments
made  since that  anniversary and  reduced by the  dollar amount  of any partial
surrenders since that anniversary.
 
    If the  deceased,  the  Annuitant  or Contract  Owner,  as  applicable,  had
attained age 90, then the Death Benefit will equal the Contract Value.
    PAYMENT OF DEATH BENEFIT: Death Benefit proceeds will remain invested in the
Separate  Account in  accordance with the  allocation instructions  given by the
Contract 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. The proceeds
due on the death may be applied to provide variable payments, fixed payments, or
a combination  of variable  and fixed  payments. However,  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 Contract Value and the Maximum Anniversary Value of the Contract will
be unaffected by treating the spouse as the Contract Owner.
 
    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.
 
    There  may be postponement in the payment of Death Benefits 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.
 
    GROUP UNALLOCATED CONTRACTS: Hartford Life requires that detailed accounting
of cumulative  purchase  payments,  cumulative  gross  surrenders,  and  current
Contract Value attached to each Plan Participant be submitted on an annual basis
by  the Contract Owner. Failure to submit accurate data satisfactory to Hartford
Life will give Hartford Life the right to terminate this extension of benefits.
                               SURRENDER BENEFITS
 
    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
<PAGE>
16                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
such event, the Termination Value of the Contract may be taken in the form of  a
lump sum cash settlement.
 
    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.
 
    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.
 
    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.
 
    Hartford  Life  may  permit  the  Contract  Owner  to  preauthorize  partial
surrenders subject to certain limitations then in effect.
 
    PAYMENT  OF SURRENDER BENEFITS: 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  Services, 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.
 
    There may be postponement in the payment of Surrender Benefits 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.
 
    CERTAIN QUALIFIED  CONTRACT SURRENDERS:  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 19.)
                                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 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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               17
- --------------------------------------------------------------------------------
 
    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 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
options 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 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.
 
    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
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.
 
    VARIABLE  AND FIXED  ANNUITY PAYMENTS: When  an Annuity is  effected under a
Contract, unless otherwise specified,  Contract Values (less applicable  Premium
Taxes)  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  Annuity. YOU  SHOULD CONSIDER  THE
QUESTION  OF ALLOCATION OF CONTRACT VALUES (LESS APPLICABLE PREMIUM TAXES) 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.
<PAGE>
18                                               Hartford Life Insurance Company
- --------------------------------------------------------------------------------
 
    The minimum monthly Annuity payment is $50.00. No election may be made which
results  in a first payment of less than $50.00. If at any time Annuity payments
are or  become less  than $50.00,  Hartford Life  has the  right to  change  the
frequency  of payment  to intervals  that will  result in  payments of  at least
$50.00. For New York Contracts, the minimum monthly Annuity payment is $20.00.
 
    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.
    VARIABLE ANNUITY: The Contract contains tables indicating the minimum dollar
amount of the first monthly payment under the optional variable 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 Variable  Payment  Annuity
selected. The Contract contains Variable Payment 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  5% 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.
 
    The  amount of the first monthly Variable  Annuity payment 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.
 
    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 for the day for which the Annuity Unit
value is being calculated, and (2) a factor to neutralize the assumed investment
rate of 5.00% per annum. 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.
 
    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.
 
    FIXED ANNUITY: Fixed  Annuity payments  are determined  at annuitization  by
multiplying  the Contract Value (less applicable Premium  Taxes) by a rate to be
determined by Hartford  Life which is  no less  than the rate  specified in  the
Fixed  Payment Annuity tables  in the Contract. The  Annuity payment will remain
level for the duration of the Annuity.
                               OTHER INFORMATION
 
    ASSIGNMENT:  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.
 
    CONTRACT  MODIFICATION:  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.
 
    As  of  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>
 
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               19
- --------------------------------------------------------------------------------
 
                           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 24,  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 6). 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 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."
<PAGE>
20                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
      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).
 
    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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               21
- --------------------------------------------------------------------------------
 
         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 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
<PAGE>
22                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
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 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 24 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               23
- --------------------------------------------------------------------------------
 
consult with a qualified tax advisor regarding U.S., state, and foreign taxation
with respect to an annuity purchase.
                                 MISCELLANEOUS
                             HOW CONTRACTS ARE 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  salesperson 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 and Exchange  Act
of  1934  as a  Broker-Dealer and  is a  member of  the National  Association of
Securities Dealers, Inc.
 
    Commissions will be paid by  Hartford Life and will not  be more than 6%  of
Premium  Payments. From  time to  time, Hartford  Life may  pay or  permit other
promotional incentives, in cash or credit or other compensation.
 
    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  5%  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.
 
                           LEGAL MATTERS AND EXPERTS
 
    There are no material legal proceedings affecting the Separate Account.
 
    Counsel with respect to federal laws and regulations applicable to the issue
and  sale of the Contracts and with  respect to Connecticut law is Lynda Godkin,
Esquire, Associate General  Counsel and Secretary,  ITT Hartford Life  Insurance
Companies, P.O. Box 2999, Hartford, Connecticut 06104-2999.
 
    The  financial statements  and schedules  incorporated by  reference in this
Prospectus and  elsewhere in  the registration  statement have  been audited  by
Arthur  Andersen  LLP, independent  public  accountants, as  indicated  in their
reports with  respect  thereto, and  are  included  herein in  reliance  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 includes an explanatory paragraph with respect to the adoption
of new accounting  standards changing  the methods  of accounting  for debt  and
equity  securities. The principal business address of Arthur Andersen LLP is One
Financial Plaza, Hartford, Connecticut 06103.
                             ADDITIONAL INFORMATION
 
    Inquiries will be answered by calling your representative or by writing:
 
        Hartford Life Insurance Company
        Attn: Individual Annuity Services
        P.O. Box 5085
        Hartford, Connecticut 06102-5085.
        (800) 862-6668 (Contract Owners)
        (800) 862-7155 (Investment Representatives)
<PAGE>
24                                               Hartford Life Insurance Company
- --------------------------------------------------------------------------------
 
                                   APPENDIX I
 
                   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 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               25
- --------------------------------------------------------------------------------
 
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.
 
    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.
<PAGE>
26                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
 
    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.
- ---------------------------------------------------
<PAGE>
Hartford Life Insurance Company                                               27
- --------------------------------------------------------------------------------
 
                               TABLE OF CONTENTS
                                       TO
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
                                                                           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 ITT Hartford.............
   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>
 
<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 Services
    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 Services
    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: Annuity Marketing Services, P.O. Box 5085, Hartford, CT 
06102-5085.


Date of Prospectus:  May 1, 1996

Date of Statement of Additional Information:  May 1, 1996

<PAGE>

                                  TABLE OF CONTENTS

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

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 . . . . . . . . . . . . . . . . . . . . . . .
  D.  The Annuity Unit and Valuation . . . . . . . . . . . . . . . . . . .
  E.  Determination of Amount of First Monthly Annuity . . . . . . . . . .
  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 . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

                                     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 Hartford Bond Fund, Hartford Stock Fund,  HVA Money Market
Fund (for qualified Contracts issued prior to May 1, 1987), Hartford Advisers
Fund, Hartford Capital Appreciation Fund, Inc., Hartford Dividend and Growth,
Hartford Index Fund, Hartford International Advisers Fund, Hartford
International Opportunities Fund, Hartford Mortgage Securities Fund, and
Hartford U.S. Government Money Market 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 Maximum Anniversary Value (See "Death 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 Massachusetts on June 5, 1902.  It was subsequently
redomiciled to Connecticut.  It is a stock life insurance company engaged in the
business of writing health and life insurance, both individual and group, in all
states of the United States and the District of Columbia.  The offices of
Hartford Life are located in Simsbury, Connecticut; however, its mailing address
is P.O. Box 5085, Hartford, CT  06102-5085.

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

<PAGE>

                                         -2-

Insurance Company became an independent, publicly traded corporation.

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

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

As of  December 31, 1995, certain Hartford Life Insurance Company group pension
Contracts held direct interest in shares as follows:


                                                                    Percent of 
                                                   Shares           Total Shares
                                                   ------           ------------

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

                                SAFEKEEPING OF ASSETS

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

                            INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP, One Financial Plaza, Hartford, Connecticut 06103,
independent public accountants, will perform an annual audit of the Separate
Account.  The financial statements and schedules included in this Statement of
Additional Information and elsewhere in the Registration Statement have been
audited by Arthur Andersen LLP as indicated in their reports with respect
thereto and are included herein in reliance upon the authority of said firm as
experts in accounting and auditing in giving said report.  Reference is made 
to said report of Hartford Life Insurance Company (the depositor), which 
includes an explanatory paragraph with respect to the adoption of new 
accounting standards changing the methods of accounting for debt and equity 
securities.

                               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.

<PAGE>

                                         -3-

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.

                                    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 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 in 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 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

<PAGE>

                                         -4-

life expectancy of the Annuitant at the time the option becomes effective.  Such
life expectancy shall be computed on the basis of the mortality table prescribed
by the Internal Revenue Service, or if none is prescribed, the mortality table
then in use by Hartford Life.

With respect to Non-Qualified Contracts, if you do not elect otherwise, payments
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 (with the
exception of states that do not allow deferral past 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 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 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.

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.

<PAGE>

                                         -5-

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 divided by 1,000)             87.22
    4.  Annuity Unit value                                           .953217
    5.  Number of monthly Annuity Units (3 divided by 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

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.

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.

<PAGE>

                                         -6-

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 the Company

Proceeds from the Death Benefit may be left with the Company for a period not to
exceed  five years from the date of the Contract Owner's death prior to the
Annuity Commencement Date.  The 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 the Company, 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.
- --------------------------------------------------------------------------------

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 5.00% per annum discussed in Section
E. below.

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

    1.  Net Investment Factor for period                            1.011225
    2.  Adjustment for 5% 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.

<PAGE>

                                         -7-

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 1983a Individual Annuity Mortality table with ages set back one
year with an assumed investment rate ("A.I.R.") of 5% 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 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 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 HVA 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

<PAGE>

                                         -8-

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 HVA 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.

HVA Money Market Fund Sub-Account

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

            ($30 annual policy fee)

Yield              4.03%
Effective Yield    4.11%

Hartford U.S. Government Money Market Fund Sub-Account

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

            ($30 annual policy fee)

Yield              3.72%
Effective Yield    3.79%

YIELDS OF BOND FUND AND 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 Mortgage Securities Fund.

The yield reflects recurring charges on the Separate Account level, including
the annual policy fee.
BOND FUND SUB-ACCOUNT

<PAGE>

                                         -9-

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

Yield =  5.15% 

HARTFORD 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 = 5.58%

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

<PAGE>

                                         -10-

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 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 and Morningstar, Inc. 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 Composite 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 Morgan Stanley Capital International EAFE Index (the "EAFE Index") is an
unmanaged index, which includes over 1,000 companies representing the stock
markets of Europe,  Australia,

<PAGE>

                                         -11-

New Zealand, and the Far East.  The EAFE Index is weighted by market
capitalization, and therefore, it has a heavy representation in countries with
large stock markets, such as Japan.

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
issued are not included in the SL Government Index.

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

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

The manner in which total return and yield will be calculated for public use is
described above.  

The following table summarizes the calculation of total return and yield for
each Sub-Account, where applicable, through December 31, 1995.

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

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

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

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

Hartford, Connecticut
February 19, 1996                                           Arthur Andersen LLP

                                       45
<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.
 
                                       28
<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.
 
                                       29
<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.
 
                                       30
<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.
 
                                       31
<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.
 
                                       32
<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.
 
                                       33
<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.
 
                                       34
<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.
 
                                       35
<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.
 
                                       36
<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.
 
                                       37
<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.
 
                                       38
<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.
 
                                       39
<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.
 
                                       40
<PAGE>
<TABLE>
<CAPTION>
                                          U.S. GOVERNMENT         CAPITAL         MORTGAGE                     INTERNATIONAL
                          ADVISERS FUND  MONEY MARKET FUND   APPRECIATION FUND SECURITIES FUND  INDEX FUND   OPPORTUNITIES FUND
                           SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT      SUB-ACCOUNT    SUB-ACCOUNT     SUB-ACCOUNT
                          ---------------------------------- ----------------- --------------- ------------- ------------------
<S>                       <C>           <C>                  <C>               <C>             <C>           <C>
OPERATIONS:
  Net investment income
   (loss)................ $  47,996,996      $   56,945       $   (2,372,963)   $ 11,548,045   $   1,542,554    $  1,106,594
  Capital gains income...    21,614,744       --                  34,687,769        --                38,706       2,695,768
  Net realized gain
   (loss) on security
   transactions..........     1,643,658       --                   2,276,572        (490,628)        969,630        (488,089)
  Net unrealized
   appreciation
   (depreciation) of
   investments during the
   period................   410,209,012       --                 168,562,628      18,815,991      34,721,169      32,521,726
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Net increase (decrease)
   in net assets
   resulting from
   operations............   481,464,410          56,945          203,154,006      29,873,408      37,272,059      35,835,999
                          --------------    -----------      ----------------- --------------- ------------- ------------------
UNIT TRANSACTIONS:
  Purchases..............   189,985,618         247,760          164,142,420       9,787,879      22,856,837      27,669,493
  Net transfers..........    (5,608,414 )          17,612        104,275,366     (15,085,789)     14,885,934     (24,115,834)
  Surrenders.............  (110,192,361 )         (76,250)       (29,551,158)    (16,689,694)     (4,088,509)     (12,086,298)
  Net annuity
   transactions..........       487,625          84,208              482,089          13,331          84,999         124,982
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Net increase (decrease)
   in net assets
   resulting from unit
   transactions..........    74,672,468         273,330          239,348,717     (21,974,273)     33,739,261      (8,407,657)
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  Total increase
   (decrease) in net
   assets................   556,136,878         330,275          442,502,723       7,899,135      71,011,320      27,428,342
NET ASSETS:
  Beginning of period.... 1,801,080,912       1,211,601          632,468,929     213,516,603      94,384,052     300,879,623
                          --------------    -----------      ----------------- --------------- ------------- ------------------
  End of period.......... $2,357,217,790      $1,541,876      $1,074,971,652    $221,415,738   $ 165,395,372    $328,307,965
                          --------------    -----------      ----------------- --------------- ------------- ------------------
                          --------------    -----------      ----------------- --------------- ------------- ------------------
 
                                          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.
 
                                       41
<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.
 
                                       42
<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.
 
                                       43
<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.



                                       44



<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


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