HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO, N-4 EL, 1997-01-10

HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
N-4 EL, 1997-01-10

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<PAGE>

As filed with the Securities and Exchange Commission on January __, 1997

File No. 333-
File No. 811-4372

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

[X]
Pre-Effective Amendment No.
---- [ ]
Post-Effective Amendment No.
-----

[ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. 21
----
[X]

HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
(Exact Name of Registrant)

HARTFORD LIFE INSURANCE COMPANY
(Name of Depositor)

200 Hopmeadow Street
Simsbury, Connecticut 06089
(Address of Depositor's Principal Offices)

(860) 843-7563
(Depositor's Telephone Number, Including Area Code)

Margaret E. Hankard, Esquire
200 Hopmeadow Street
Simsbury, Connecticut 06089
(Name and Address of Agent for Service)

Copy to:

David S. Goldstein, Esquire
Sutherland, Asbill & Brennan
1275 Pennsylvania Avenue, N.W.
Washington, D.C. 20004-2404

Approximate Date of Proposed Public Offering: As soon as practicable after
the effective date of the registration statement.

Pursuant to Rule 24f-2 under the Investment Company Act of 1940, the
registrant hereby elects to register an indefinite amount of securities being
offered.

The registrant hereby amends this registrant statement on such date or dates
as may be

<PAGE>

necessary to delay its effective date until the registrant shall file a
further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration shall become effective on
such date as the Commission, acting pursuant to Section 8(a), may determine.

<PAGE>

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)
-----------------------

N-4 Item No. Prospectus Heading
------------ ------------------
1. Cover Page Hartford Life Insurance Company -
Separate Account Two

2. Definitions Definitions

3. Condensed Financial Accumulation Unit Values
Information

4. Synopsis or Highlights Summary

5. General Description of Hartford Life, the Separate Account
Registrant and the Funds

6. Deductions Contract Fees and Charges

7. General Description of Description of the Contracts, Contract
Annuity Contracts Fees and Charges and Additional Contract
Information

8. Annuity Period Selecting an Annuity Payment Option

9. Death Benefit Description of the Contracts

10. Purchases and Contract Description of the Contracts
Value

11. Redemptions Surrenders

12. Taxes Federal Tax Considerations

13. Legal Proceedings Legal Proceedings

14. Table of Contents of the Table of Contents to
Statement of Additional Statement of Additional
Information Information Hartford Life

<PAGE>

15. Cover Page Part B; Statement of Additional
Information

16. Table of Contents Table of Contents

17. General Information and Introduction
History

18. Services None

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Calculation of Yield and Return
Performance Data

22. Annuity Payments Annuity Benefits

23. Financial Statements Financial Statements

24. Financial Statements and Financial Statements and
Exhibits Exhibits

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

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

27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

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

31. Management Services Management Services

32. Undertakings Undertakings

<PAGE>
Individual Single Premium Payment
Immediate Variable Annuity Contract

ISSUED BY:
HARTFORD LIFE INSURANCE COMPANY
200 HOPMEADOW STREET
SIMSBURY, CONNECTICUT 06070
1-800-862-6668 (CONTRACT OWNERS)
1-800-862-7155 (INVESTMENT REPRESENTATIVES)

This prospectus describes the individual variable immediate annuity contract
(the "Contract") offered by Hartford Life Insurance Company ("Hartford Life").
The Contract may be sold to or issued in connection with retirement plans,
including plans that qualify for special federal income tax treatment under the
Internal Revenue Code.

The Owner(s) of a Contract may allocate the Premium Payment and transfer
Contract Value to one or more Sub-Accounts of Hartford Life Insurance Company
Separate Account Two (the "Separate Account"). The assets of each Sub-Account
are invested solely in a corresponding mutual fund (the "Funds"). The Funds are:

<TABLE>
<S> <C>
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.
HVA Money Market Fund, Inc. Hartford Mortgage Securities Fund,
Inc.
Hartford Small Company Fund, Inc. Hartford Stock Fund, Inc.
Hartford International Opportunities Fund,
Inc.
</TABLE>

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

Under the Contract, Hartford Life makes periodic Annuity Payments to the
Owner(s) (or other designated Payee). The dollar amount of each Annuity Payment
varies according to the investment performance of the Funds in which the
selected Sub-Accounts are invested. The Owner(s) bear the investment risk of
amounts invested in the Separate Account.

This prospectus sets forth the basic information regarding the Contract and the
Separate Account that a prospective investor should know before purchasing a
Contract. The prospectuses for the Funds, which provide information regarding
investment objectives and policies of each Fund, should be read in conjunction
with this prospectus. A Statement of Additional Information providing additional
information about the Contract and the Separate Account has been filed with the
Securities and Exchange Commission and is incorporated herein by reference. The
table of contents for the Statement of Additional Information is on page of
this prospectus. Call or write Hartford Life at its Home Office to obtain a free
copy of this Statement.

PLEASE READ THIS PROSPECTUS CAREFULLY AND KEEP IT FOR FUTURE REFERENCE. THIS
PROSPECTUS MUST BE ACCOMPANIED BY THE CURRENT PROSPECTUS FOR EACH OF THE FUNDS.
- --------------------------------------------------------------------------------

AN INVESTMENT IN A CONTRACT IS NOT A DEPOSIT OR OBLIGATION OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, NOR IS THE CONTRACT INSURED BY THE FEDERAL DEPOSIT
INSURANCE CORPORATION OR ANY OTHER GOVERNMENT AGENCY. AN INVESTMENT IN A
CONTRACT INVOLVES CERTAIN RISKS, INCLUDING THE RISK OF LOSS OF THE PREMIUM
PAYMENT (PRINCIPAL).
- --------------------------------------------------------------------------------

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
- --------------------------------------------------------------------------------

MAY , 1997
STATEMENT OF ADDITIONAL INFORMATION DATED: MAY , 1997
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Definitions...........................................................
Fee and Expense Table.................................................
Accumulation Unit Values
Summary...............................................................
Hartford Life, The Separate Account and The Funds.....................
Hartford Life Insurance Company.....................................
Hartford Life Separate Account Two..................................
The Funds...........................................................
Description of the Contracts..........................................
Purchasing a Contract...............................................
Right to Examine the Contract.......................................
Crediting and Allocating the Premium Payment........................
Contract Value -- Before Income Start Date..........................
Net Investment Factor...............................................
Sub-Account Value Transfers Before and After the Income Start
Date...............................................................
Surrenders..........................................................
Death Before Income Start Date......................................
Death On or After the Income Start Date.............................
Determination of the Death Benefit..................................
Distribution Requirements: Prior to the Income Start Date...........
Payments Under the Contract.........................................
Selecting an Annuity Payment Option...................................
Annuity Payment Options.............................................
Annuity Calculation Date and Income Start Date......................
Income Payment Dates................................................
Variable Annuity Payments...........................................
Contract Fees and Charges.............................................
Surrender Charge (Contingent Deferred Sales Charge).................
Premium Tax Charge..................................................
Mortality and Expense Risk Charge...................................
Fund Expenses.......................................................
Additional Contract Information.......................................
Contract Ownership..................................................
Changing the Contract Owner or Beneficiary..........................
Misstatement of Age or Sex..........................................
Change of Contract Terms............................................
Reports to Contract Owners..........................................
Miscellaneous.......................................................
Voting Privileges...................................................
Federal Tax Considerations............................................
General.............................................................
Taxation of Hartford Life and the Separate Account..................
Taxation of Purchasers of Non-Qualified Contracts...................
Taxation of Purchasers of Qualified Contracts.......................
Federal Income Tax Withholding......................................
Contract Owners That Are Nonresident Aliens or Foreign
Corporations.......................................................
Other Tax Consequences..............................................
Other Information.....................................................
Distribution of the Contracts.......................................
Legal Proceedings...................................................
Financial Statements..................................................
Illustrations of Annuity Payments Assuming Hypothetical Rates of
Return...............................................................
Illustrations of Annuity Payments Using Historic Rates of Return......
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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

DEFINITIONS

ACCUMULATION UNIT: An accounting unit of measure used to calculate Sub-Account
Value prior to the Annuity Calculation Date.

ANNIVERSARY VALUE: Commuted Value calculated as of a contract anniversary.

ANNUITANT: The person (or persons) whose life (or lives) determines the Annuity
Payments payable under the Contract and whose death determines the Death Benefit
after the Income Start Date. With regard to joint and survivorship Annuity
Payment Options, the maximum number of joint Annuitants is two and provisions
referring to the death of an Annuitant mean the death of the last surviving
Annuitant. Provisions relating to an action by the Annuitant mean, in case of
joint Annuitants, both Annuitants acting jointly. Unless otherwise specified,
the Contract Owner is the Annuitant.

ANNUITY CALCULATION DATE: Date as of which the first annuity payment will be
calculated. It will be no more than five days prior to the Income Start Date.

ANNUITY PAYMENT: One of several periodic payments made by Hartford Life to the
Payee under an Annuity Payment Option.

ANNUITY PAYMENT OPTION: The form of Annuity Payments selected by the Owner under
the Contract. The Annuity Payment Option is shown on the Contract specifications
page as the "Annuity Benefit."

ANNUITY UNIT: An accounting unit of measure used to calculate the amount of
Variable Annuity Payments.

ANNUITY UNIT FACTOR: The factor applied in computing Annuity Unit Values to
neutralize the effect of the Assumed Investment Return.

ASSUMED INVESTMENT RETURN (AIR): The annual rate of return shown on the
specification page of the Contract. This rate is used to determine the degree of
fluctuation in the amount of Variable Annuity Payments in response to
fluctuations in the net investment return of selected Sub-Accounts by assuming
(among other things) that the assets in the Sub-Accounts supporting the Contract
will have a net annual return over the anticipated Annuity Payment period equal
to that rate of return. If the actual performance of the selected sub-accounts
is equal to the AIR, the payment will be constant. If the actual performance is
greater than the AIR, the payment will increase. If the actual performance is
less than the AIR, the payment amount will be lower.

BENEFICIARY: The person(s) entitled to receive the Contract Value upon the death
of the Contract Owner or Annuitant prior to the Income Start Date or, the Death
Benefit upon the death of the Annuitant after the Income Start Date available
under some annuity options.

CANCELLATION PERIOD: The Right to Examine period described on the cover page of
the Contract during which the Owner may return the Contract.

CODE: The Internal Revenue Code of 1986, as amended.

COMMUTED VALUE: The present value of the remaining guaranteed Annuity Payments
under an Annuity Payment Option having Payments guaranteed for a specified
number of years, computed using the Assumed Investment Return for the Contract
and the Annuity Unit Value(s) calculated as of the date that Hartford Life
receives a fully completed request for surrender, or due proof of the
Annuitant's death.

CONTRACT ANNIVERSARY: The same date in each Contract Year as the Contract Issue
Date.

CONTRACT ISSUE DATE: The date on which Hartford Life issues the Contract and on
which the Contract becomes effective. The Contract Issue Date is shown on the
specifications page of the Contract and is used to determine Contract Years and
Contract Anniversaries.

CONTRACT OWNER(S): The person or persons who owns (or own) the Contract and who
is (are) entitled to exercise all rights and privileges provided in the
Contract. The maximum number of joint Contract Owners is two. Provisions
relating to action by the Contract Owner mean, in the case of joint Contract
Owners, both Contract Owners acting jointly.

CONTRACT VALUE: It is the sum of the Sub-Account Values under the Contract prior
to the Annuity Calculation Date.

CONTRACT YEAR: A twelve-month period beginning on the Contract Issue Date or on
a Contract Anniversary.

DEATH BENEFIT: The amount payable by Hartford Life based upon the death of the
Contract Owner or Annuitant prior to the Income Start Date, or upon the death of
Annuitant on or after the Income Start Date. The Death Benefit is calculated as
of the date that Due Proof of Death is received at Hartford Life.

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

FUND: Any open-end management investment company (or investment portfolio
thereof) or unit investment trust (or series thereof) in which a Sub-Account
invests.

HARTFORD LIFE: Hartford Life Insurance Company.

HOME OFFICE: Hartford Life's offices at 200 Hopmeadow Street, Simsbury,
Connecticut 06070 (mailing address: P.O. Box 5085, Hartford, CT 06102-5085,
Attn: Individual Annuity Services).

INCOME PAYMENT DATE: The date each month, quarter, semi-annual period, or year
as of which the Company computes the Annuity Payments.

INCOME START DATE: The date as of which the Annuity Payments are to begin. It is
the first Income Payment Date and is shown on the specifications page of the
Contract.

IRA: An "individual retirement annuity" as described in Section 408 of the Code.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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

JOINT ANNUITANT: A person, other than the primary Annuitant, whose life
determines the Annuity payments payable. The Contract will have a Joint
Annuitant only if a joint life annuity option is elected.

MAXIMUM ANNIVERSARY VALUE: The greatest anniversary value under the Contract
while the Annuitant is alive prior to his or her 81st birthday reduced by the
dollar amount of annuity payments made since that anniversary.

NET ASSET VALUE PER SHARE: The value per share of any Fund on any Valuation Day.
The method of computing the Net Asset Value Per Share is described in the
prospectus for each Fund.

NET INVESTMENT FACTOR: 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.

NON-QUALIFIED CONTRACT: A Contract that is not a Qualified Contract.

PAYEE: The person or party designated by the Owner to receive Annuity Payments.
Unless otherwise specified the annuitant is the payee.

PAYMENT FACTOR: Factor that is used on the Annuity Calculation Date to calculate
the first annuity payment.

PREMIUM TAX: The amount of tax charged by a state or municipality on the Premium
Payment or Contract Value.

QUALIFIED CONTRACT: A Contract that is issued in connection with a retirement
plan that qualifies for special federal income tax treatment under Sections 408
or 457 of the Code.

SEC: U.S. Securities and Exchange Commission.

SEPARATE ACCOUNT: Hartford Life Insurance Company Separate Account Two.

SUB-ACCOUNT: A subdivision of the Separate Account, the assets of which are
invested in a corresponding Fund.

SUB-ACCOUNT VALUE: On or before the Annuity Calculation Date, the amount is
determined on any day by multiplying the number of accumulation units
attributable to the contract in that sub-account by the accumulation unit value
for that sub-account.

SURRENDER VALUE: Contract Value less any applicable premium tax prior to the
Annuity Calculation Date, or the Commuted Value less applicable Contingent
Deferred Sales Charges on or after the Annuity Calculation Date.

VALUATION DAY: Every day that the New York Stock Exchange is open for trading.

VALUATION PERIOD: The period that starts at the close of regular trading on the
New York Stock Exchange on any Valuation Day and ends at the close of regular
trading on the next succeeding Valuation Day.

VARIABLE ANNUITY PAYMENT: An Annuity Payment that may vary in amount from one
Income Payment Date to the next as a function of the investment performance of
one or more Sub-Accounts selected by the Owner to support such Payments.

WRITTEN NOTICE: A notice or request submitted in writing in a form satisfactory
to Hartford Life that is manually signed by the Owner(s) and received at the
Home Office.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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

FEE AND EXPENSE TABLES

Contract Owner Transaction Expenses

<TABLE>
<S> <C>
Sales Charge imposed on Premium Payment None
Contingent Deferred Sales Charge (as a percentage of amount
surrendered or paid)*
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%
Exchange Fee.................................................. None
</TABLE>

* Only applies to PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS option,
after the Income Start Date.

Annual Separate Account Expenses
(as a percentage of average annual net assets)

<TABLE>
<S> <C>
Mortality and Expense Risk Charge................................. 1.25%
Other Charges..................................................... None
Total Separate Account Expenses................................... 1.25%
</TABLE>

Annual Fund Expenses
(as a percentage of Fund average annual net assets)

<TABLE>
<CAPTION>
MANAGEMENT TOTAL FUND
(ADVISORY) OTHER OPERATING
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
Hartford Advisers Fund..........................
Hartford Bond Fund..............................
Hartford Capital Appreciation Fund..............
Hartford Dividend & Growth Fund.................
Hartford Index Fund.............................
Hartford International Advisers Fund............
Hartford International Opportunities Fund.......
HVA Money Market Fund...........................
Hartford Mortgage Securities Fund...............
Hartford Small Company Fund.....................
Hartford Stock Fund.............................
</TABLE>

Premium Taxes, currently ranging from 0% to 4% may be applicable, depending upon
the laws of various jurisdictions.

The above tables are intended to assist the Contract Owner in understanding the
costs and expenses that he or she will bear directly or indirectly. The table
reflects the management fees, other expenses and total expenses for each Fund
for the year ended December 31, 1996. For a more complete description of the
various costs and expenses, see "Charges and Deductions" and the prospectuses
for the Funds which accompanies this prospectus.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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

EXAMPLES

A Contract Owner will pay the following expenses on a $10,000 investment,
assuming a 5% annual return on assets and an Annuitant age 65 with a 5% Assumed
Investment Return:

1. If the LIFE ANNUITY Payment Option is selected:
<TABLE>
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
--------------------------------------------------------------------------- ------ -------
<S> <C> <C>
Hartford Advisers Fund..................................................... $ $
Hartford Bond Fund.........................................................
Hartford Capital Appreciation Fund.........................................
Hartford Dividend and Growth Fund..........................................
Hartford Index Fund........................................................
Hartford International Advisers Fund.......................................
HVA Money Market Fund......................................................
Hartford Mortgage Securities Fund..........................................
Hartford Small Company Fund................................................
Hartford Stock Fund........................................................
Hartford International Opportunities Fund..................................

2. If the JOINT AND LAST SURVIVOR LIFE ANNUITY Payment Option is selected:

<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
--------------------------------------------------------------------------- ------ -------
<S> <C> <C>
Hartford Advisers Fund..................................................... $ $
Hartford Bond Fund.........................................................
Hartford Capital Appreciation Fund.........................................
Hartford Dividend and Growth Fund..........................................
Hartford Index Fund........................................................
Hartford International Advisers Fund.......................................
HVA Money Market Fund......................................................
Hartford Mortgage Securities Fund..........................................
Hartford Small Company Fund................................................
Hartford Stock Fund........................................................
Hartford International Opportunities Fund..................................

3. If the LIFE ANNUITY WITH 20 YEARS OF GUARANTEED PAYMENTS Annuity Payment Option is
selected:
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
--------------------------------------------------------------------------- ------ -------
<S> <C> <C>
Hartford Advisers Fund..................................................... $ $
Hartford Bond Fund.........................................................
Hartford Capital Appreciation Fund.........................................
Hartford Dividend and Growth Fund..........................................
Hartford Index Fund........................................................
Hartford International Advisers Fund.......................................
HVA Money Market Fund......................................................
Hartford Mortgage Securities Fund..........................................
Hartford Small Company Fund................................................
Hartford Stock Fund........................................................
Hartford International Opportunities Fund..................................
</TABLE>
<PAGE>

HARTFORD LIFE INSURANCE COMPANY

- --------------------------------------------------------------------------------
<TABLE>
<S> <C> <C>
4. If the JOINT AND LAST SURVIVOR LIFE ANNUITY WITH 20 YEARS OF GUARANTEED PAYMENTS
Annuity Payment Option is selected:

5. If the GUARANTEED PAYMENTS FOR 20 YEARS Annuity Payment Option is selected:
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
--------------------------------------------------------------------------- ------ -------
<S> <C> <C>
Hartford Advisers Fund..................................................... $ $
Hartford Bond Fund.........................................................
Hartford Capital Appreciation Fund.........................................
Hartford Dividend and Growth Fund..........................................
Hartford Index Fund........................................................
Hartford International Advisers Fund.......................................
HVA Money Market Fund......................................................
Hartford Mortgage Securities Fund..........................................
Hartford Small Company Fund................................................
Hartford Stock Fund........................................................
Hartford International Opportunities Fund..................................

6. If the LIFE WITH CASH REFUND Annuity Payment Option is selected:
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
--------------------------------------------------------------------------- ------ -------
<S> <C> <C>
Hartford Advisers Fund..................................................... $ $
Hartford Bond Fund.........................................................
Hartford Capital Appreciation Fund.........................................
Hartford Dividend and Growth Fund..........................................
Hartford Index Fund........................................................
Hartford International Advisers Fund.......................................
HVA Money Market Fund......................................................
Hartford Mortgage Securities Fund..........................................
Hartford Small Company Fund................................................
Hartford Stock Fund........................................................
Hartford International Opportunities Fund..................................
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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

ACCUMULATION UNIT VALUES
(FOR AN ACCUMULATION UNIT OUTSTANDING THROUGHOUT THE PERIOD)

The following information 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>
1996 1995 1994 1993 1992 1991 1990 1989 1988 1987
---------- --------- ------- ------- ------- ---------- ------- ------ --------- ------
BOND FUND SUB-ACCOUNT
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Accumulation unit value at
beginning of period...... $1.607 $1.694 $1.556 $1.493 $1.298 $1.212 $1.095 $1.031 $1.044
Accumulation unit value at
end of period............ $1.880 $1.607 $1.694 $1.556 $1.493 $1.298 $1.212 $1.095 $1.031
Number accumulation units
outstanding at end of
period (in thousands).... 99,377 85,397 79,080 41,204 25,267 14,753 9,267 5,786 3,576

STOCK FUND SUB-ACCOUNT
Accumulation unit value at
beginning of period...... $2.180 $2.250 $1.993 $1.834 $1.490 $1.569 $1.261 $1.073 $1.031
Accumulation unit value at
end of period............ $2.887 $2.180 $2.250 $1.993 $1.834 $1.490 $1.569 $1.261 $1.073
Number accumulation units
outstanding at end of
period (in thousands).... 285,640 248,563 203,873 121,100 72,780 31,149 30,096 9.158 9,229

MONEY MARKET FUND
SUB-ACCOUNT
Accumulation unit value at
beginning of period...... $1.462 $1.424 $1.401 $1.369 $1.307 $1.225 $1.136 $1.071 $1.019
Accumulation unit value at
end of period............ $1.528 $1.462 $1.424 $1.401 $1.369 $1.307 $1.225 $1.136 $1.071
Number accumulation units
outstanding at end of
period (in thousands).... 102,635 138,396 102,328 78,664 60,774 67,059 28,291 29,043 11,633

ADVISERS FUND SUB-ACCOUNT
Accumulation unit value at
beginning of period...... $1.991 $2.072 $1.870 $1.748 $1.470 $1.470 $1.223 $1.085 $1.036
Accumulation unit value at
end of period............ $2.523 $1.991 $2.072 $1.870 $1.748 $1.470 $1.470 $1.223 $1.085
Number accumulation units
outstanding at end of
period (in thousands).... 888,803 858,014 688,865 295,387 166,408 101,758 79,738 56.584 56,332

U.S. GOVERNMENT MONEY
MARKET FUND SUB-ACCOUNT
Accumulation unit value at
beginning of period...... $1.409 $1.376 $1.357 $1.331 $1.276 $1.202 $1.122 $1.062 $1.018
Accumulation unit value at
end of period............ $1.468 $1.409 $1.376 $1.357 $1.331 $1.276 $1.202 $1.122 $1.062
Number accumulation units
outstanding at end of
period (in thousands).... 48 48 52 161 213 243 297 281 187

CAPITAL APPRECIATION FUND
SUB-ACCOUNT
Accumulation unit value at
beginning of period...... $2.615 $2.583 $2.165 $1.874 $1.231 $1.400 $1.142 $0.916 $0.969
Accumulation unit value at
end of period............ $3.364 $2.615 $2.583 $2.165 $1.874 $1.231 $1.400 $1.142 $0.916
Number accumulation units
outstanding at end of
period (in thousands).... 292,671 220,936 160,934 75,653 39,031 10,501 8,041 3,606 2,989

MORTGAGE SECURITIES FUND
SUB-ACCOUNT
Accumulation unit value at
beginning of period $1.637 $1.685 $1.604 $1.552 $1.370 $1.264 $1.132 $1.057 $1.043
Accumulation unit value at
end of period............ $1.878 $1.637 $1.685 $1.604 $1.552 $1.370 $1.264 $1.132 $1.057
Number accumulation units
outstanding at end of
period (in thousands).... 101,881 112,417 138,666 98,494 46,464 18,632 12,248 11,061 9,397

INDEX FUND SUB-ACCOUNT
Accumulation unit value at
beginning of period...... $1.750 $1.755 $1.629 $1.544 $1.207 $1.274 $0.989 $0.862 $1.000(b)
Accumulation unit value at
end of period............ $2.359 $1.750 $1.755 $1.629 $1.544 $1.207 $1.274 $0.989 $0.862
Number accumulation units
outstanding at end of (in
thousands)............... 65,954 50,799 46,504 29,723 15,975 10,015 6,306 2,868 1,758

INTERNATIONAL OPPORTUNITIES
FUND SUB-ACCOUNT
Accumulation unit value at
end of period............ $1.181 $1.220 $0.924 $0.979 $0.877 $1.000(c) -- -- --
Accumulation unit value at
end of period............ $1.329 $1.181 $1.220 $0.924 $0.979 $0.877 -- -- --
Number accumulation units
outstanding at end of
period (in thousands) 238,086 246,259 132,795 32,597 13,109 2,892 -- -- --

DIVIDEND & GROWTH FUND
SUB-ACCOUNT
Accumulation unit value at
beginning of period...... $1.009 $1.000(d)
Accumulation unit value at
end of period............ $1.359 $1.009
Number accumulation units
outstanding at end of
period (in thousands).... 83,506 29,146

INTERNATIONAL ADVISERS FUND
SUB-ACCOUNT
Accumulation unit value at
beginning of period...... $1,000(e)
Accumulation unit value at
end of period............ $1.146
Number accumulation units
outstanding at end of
period (in thousands).... 6,577
</TABLE>

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(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

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SUMMARY

GENERAL DESCRIPTION
This prospectus is designed to provide prospective Contract Owners with
information necessary to decide whether or not to purchase a Contract. This
summary provides a concise description of the more significant aspects of the
Contract. Further detail is provided in this prospectus, the related Statement
of Additional Information, the Contract, and the prospectuses of the Funds. For
further information, contact the Home Office or your Registered Representative.
PURCHASING A CONTRACT

A prospective Contract Owner may purchase a Contract by completing and
submitting an application or an order request along with a Single Premium
Payment to Hartford Life at its Home Office. The minimum Premium Payment for a
Contract is $25,000.00 and the Maximum Premium Payment generally is
$1,000,000.00 (See "Purchasing a Contract") unless approved by Hartford Life.
Subject to certain minimum allocation requirements that may be in effect
from time to time, the Premium Payment is allocated to each sub-account as
specified on the application or order request. All percentage allocations must
be in whole numbers. (See "Crediting an Allocating Premium Payments.")
RIGHT TO EXAMINE THE CONTRACT

Owners may cancel the Contract during the Right to Examine period and
receive a refund equal to the Contract Value. The Right to Examine Period is a
10-day period of time beginning when the Contract is received by a Contract
Owner. Some states require a longer Right to Examine Period and Return of
Premium. (See "Right to Examine the Contract.")
TRANSFERS

Prior to the Annuity Calculation Date, a Contract Owner may transfer all or
part of any Sub-Account Value to another available Sub-Account(s), subject to
certain restrictions. (See "Sub-Account Value Transfers.") Similar transfers may
be made after the Income Start Date, subject to certain restrictions. (See
"Variable Annuity Payments.")
ANNUITY PAYMENT OPTIONS

The following Annuity Payment Options are available under the contract; Life
Annuity; Life Annuity with Premium Payment Refund; Life Annuity with Payments
Guaranteed For a Specified Number of Years; Joint and Last Survivor Life Annuity
With Payments Guaranteed For a Specified Number of Years; and Payments
Guaranteed For a Specified Number of Years.

DEATH BENEFITS

The Contract provides for a Death Benefit, under certain Annuity Payment
Options, in the event the Annuitant or Contract Owner(s) die prior to the Income
Start Date and if the Annuitant dies after the Income Start Date. (See "Payment
Upon the Death of Any Contract Owner or the Annuitant.") Certain Annuity Payment
Options do not provide a Death Benefit.

SURRENDERS

Upon Written Notice Prior to the Annuity Calculation Date, a Contract Owner
may surrender the Contract and receive its Contract Value. On or after the
Income Start Date Under a Guaranteed Payments for a Specified number of Years
Annuity Option, a Contract Owner also may surrender the contract for the
commuted value. (See "Surrenders.") Surrenders may have adverse federal income
tax consequences including the possibility of being subject to a penalty tax.
(See "Federal Tax Considerations.")
CHARGES AND FEES

The following charges and fees are assessed under the Contracts:

CONTINGENT DEFERRED SALES CHARGE. Hartford Life deducts a contingent
deferred sales charge if the Contract is surrendered after the Income Start Date
under GUARANTEED PAYMENTS FOR A SPECIFIED NUMBER OF YEARS ANNUITY OPTION. The
Contingent Deferred Sales Charge is 6% of the Commuted Value (less any
applicable premium tax charge) if surrendered during the first two Contract
Years; 5% of the Commuted Value (less any applicable premium tax charge) if
surrendered during the third or fourth contract years; and decreases 1% each
Contract Year up to and including the seventh Contract Year. The Contingent
Deferred Sales Charge is 0% if the Contract is surrendered after the seventh
Contract Year. No Contingent Deferred Sales Charge is assessed upon the death of
the Annuitant after the Income Start Date.

MORTALITY AND EXPENSE RISK CHARGE. Hartford Life makes a daily charge of
0.003446% (approximately equivalent to an effective annual rate of 1.25%) of the
Separate Account's net assets to compensate it for assuming certain mortality
and expense risks. (See "Mortality and Expense Risk Charge.")

PREMIUM TAX CHARGE. Generally, taxes on premium payments, if any, are
incurred as of the Annuity Calculation Date, and a Premium Tax Charge is
Deducted from the
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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Contract Value as of that date. These taxes range from 0% to 4.0% of premium
payments. (See "Premium Tax Charge.")

EXPENSES OF THE FUNDS. The investment experience of each Sub-Account
reflects that of the Fund whose shares it holds. The investment experience of
each Fund, in turn, reflects its fees and other operating expenses. Please read
the prospectus for each of the Funds for details.

HARTFORD LIFE, THE SEPARATE ACCOUNT AND THE FUNDS
HARTFORD LIFE INSURANCE COMPANY

The Contracts are issued by Hartford Life. Originally incorporated under the
laws of Massachusetts in 1902, Hartford Life was subsequently redomiciled in
Connecticut. Hartford Life is a stock life insurance company engaged in the
business of writing both individual and group life and health insurance in all
50 states and the District of Columbia. It is an indirect wholly-owned
subsidiary of Hartford Fire Insurance Company, the stock of which is traded on
the New York Stock Exchange.
HARTFORD LIFE SEPARATE ACCOUNT TWO

Separate Account Two is a separate investment account of Hartford Life
established under Connecticut law on June 2, 1986. Hartford Life owns the assets
of the Separate Account. These assets are held separate from the Hartford Life's
general account and its other separate accounts. That portion of the Separate
Account's assets that is equal to the reserves and other Contract liabilities of
the Separate Account is not chargeable with liabilities arising out of any other
business Hartford Life may conduct.

The Separate Account is registered with the SEC under the Investment Company
Act of 1940 (the "1940 Act") as a unit investment trust and meets the definition
of a "separate account" under the federal securities laws. Such registration
does not involve any supervision by the SEC of the management of the Separate
Account or of Hartford Life. The Separate Account is also governed by the laws
of Connecticut, Hartford Life's state of domicile, and may also be governed by
laws of other states in which Hartford Life does business.

CHANGES TO THE SEPARATE ACCOUNT. Where permitted by applicable law, Hartford
Life may make the following changes to the Separate Account:

1. Any changes required by the 1940 Act or other applicable law or regulation;

2. combine separate accounts, including the Separate Account;

3. add new Sub-Accounts to or remove existing Sub-Accounts from the Separate
Account or combine Sub-Accounts;

4. make Sub-Accounts (including new Sub-Accounts) available to such classes of
Contracts as the Company may determine;

5. add new Funds or remove existing Funds;

6. substitute new Funds for any existing Fund if shares of the Fund are no
longer available for investment or if the Company determines that investment
in a Fund is no longer appropriate in light of the purposes of the Separate
Account;

7. re-register the Separate Account under the 1940 Act if such registration is
no longer required; and

8. operate the Separate Account as a management investment company under the
1940 Act or as any other form permitted by law.

No such changes will be made without any necessary approval of the SEC and
applicable state insurance departments. Contract Owners will be notified of any
changes.

THE FUNDS

Each Sub-Account invests in a corresponding Fund. Each of the Funds is an
open-end diversified management investment company managed by Hartford
Investment Management Company ("HIMCO"), a registered investment adviser. HIMCO
has retained Wellington Management Company to act as investment sub-adviser to
the Funds indicated by an asterisk (*). The Funds, as well as a brief
description of their investment objectives, are provided below:

HARTFORD ADVISERS FUND, INC.*

Seeks 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.

HARTFORD BOND FUND, INC.

Seeks to achieve maximum current income consistent with preservation of
capital by investing primarily in fixed-income securities.

HARTFORD CAPITAL APPRECIATION FUND, INC.*

Seeks to achieve growth of capital by investing in securities selected
solely on the basis of potential for capital appreciation; income, if any, is an
incidental consideration.

HARTFORD DIVIDEND AND GROWTH FUND, INC.*

Seeks a high level of current income consistent with growth of capital and
reasonable investment risk. The Fund invests primarily in equity securities and
securities convertible into equity securities.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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HARTFORD INDEX FUND, INC.

Seeks to provide investment results which approximate the price and yield
performance of publicly-traded common stocks in the aggregate, as represented by
the Standard & Poor's 500 Composite Stock Price Index.(1)

HARTFORD INTERNATIONAL ADVISERS FUND, INC.*

Seeks to provide maximum long-term total return consistent with prudent
investment risk. The Fund assets will be diversified among at least five
countries and will be allocated among equity and debt securities and money
market instruments.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND, INC.*

Seeks to achieve long-term total rate of return consistent with prudent
investment risk through investment primarily in equity securities issued by
non-U.S. companies.

HARTFORD MORTGAGE SECURITIES FUND, INC.

Seeks 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.
HARTFORD SMALL COMPANY FUND, INC.*

Seeks to achieve growth of capital by investing primarily in equity
securities selected on the basis of potential for capital appreciation.

HARTFORD STOCK FUND, INC.*

Seeks to achieve long-term capital growth primarily through capital
appreciation, with income as a secondary consideration, by investing primarily
in equity securities.

HVA MONEY MARKET FUND, INC.

Seeks to achieve maximum current income consistent with liquidity and
preservation of capital. The Fund invests in short-term money market securities.

No one can assure that any Fund will achieve its stated objectives and
policies. Since each underlying Fund has different investment objectives, each
is subject to different risks. MORE DETAILED INFORMATION CONCERNING THE
INVESTMENT OBJECTIVES, POLICIES AND RESTRICTIONS OF THE FUNDS, THE EXPENSES OF
THE FUNDS, THE RISKS ATTENDANT TO INVESTING IN THE FUNDS AND OTHER ASPECTS OF
THEIR OPERATIONS CAN BE FOUND IN THE CURRENT PROSPECTUS FOR EACH FUND WHICH
ACCOMPANIES THIS PROSPECTUS AND THE CURRENT STATEMENT OF ADDITIONAL INFORMATION
FOR THE FUNDS. THE FUNDS' PROSPECTUSES SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE CONCERNING THE ALLOCATION OF THE PREMIUM PAYMENT OR TRANSFERS
OF CONTRACT VALUE AMONG THE SUB-ACCOUNTS.

Hartford Life cannot guarantee that each Fund will always be available under
the Contracts, but in the unlikely event that a Fund is not available, Hartford
Life will take reasonable steps to secure the availability of a comparable fund.
Shares of each Fund are purchased and redeemed at net asset value, without a
sales charge.

Shares of the Funds are sold to separate accounts of Hartford Life and its
insurance company affiliates other than the Separate Account to serve as the
underlying investment for both variable annuity contracts and variable life
insurance contracts, a practice known as "mixed funding." As a result, there is
a possibility that a material conflict may arise between the interests of
Contract Owners, and of owners of other contracts whose contract values are
allocated to one or more of these other separate accounts investing in any one
of the Funds. In the event of any such material conflicts, Hartford Life will
consider what action may be appropriate, including removing the Fund from the
Separate Account or replacing the Fund with another Fund. There are certain
risks associated with mixed funding, as disclosed in each Fund's prospectus.
DESCRIPTION OF THE CONTRACTS
PURCHASING A CONTRACT

A prospective Contract Owner may purchase a Contract by completing and
submitting an application or an order request. The maximum Age for Annuitants on
the Contract Issue Date is 90. A single Premium Payment must be delivered to the
Home Office along with the Contract Owner's application or an order request. The
minimum Premium Payment is $25,000 unless Hartford Life specifically consents to
a lower Payment. No additional Premium Payments may be made under the Contracts.
Unless Hartford Life gives its prior approval, it will not accept a Premium
Payment in excess of $1,000,000. Hartford Life will send Contract Owners a
confirmation notice upon receipt and acceptance of the Contract Owner's Premium
Payment.

RIGHT TO EXAMINE THE CONTRACT

Contract Owners may cancel the Contract during the Right to Examine Period,
which is the 10-day period beginning on the day the Owner receives the Contract.
Some states may require a longer Cancellation Period. To cancel the Contract,
the Contract Owner must mail or deliver within 10 days, a written request for
Cancellation accompanied by the Contract to the Home Office of Hartford Life.

(1) "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>
HARTFORD LIFE INSURANCE COMPANY

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Hartford Life will, refund the contract value as of the date of receipt of
the request for cancellation. The Contract Owner bear the investment risk during
the period prior to the company's receipt of the request for cancellation.
Hartford Life will refund the premium paid where required by law.
CREDITING AND ALLOCATING THE PREMIUM PAYMENT

If the application or an order request for a Contract is properly completed
and is accompanied by any additional information necessary to process it, the
Premium Payment will be allocated, as designated by the Contract Owner, to one
or more of the Sub-Accounts within two business days of receipt. If the
application, order request, or other required information is incomplete when
received, Hartford Life reserves the right to retain the Premium Payment for up
to five business days while it attempts to complete the information. If the
information cannot be made complete within five business days, the applicant
will be informed of the reasons for the delay and the Premium Payment will be
returned unless the applicant specifically consents to Hartford Life retaining
the Premium Payment until the information is made complete. The Premium Payment
will then be allocated within two business days after receipt of the complete
information. The investment in the Separate Account is allocated to one or more
Sub-Accounts as per The Contract Owner specifications. Each Sub-Account is
invested exclusively in the assets of one underlying Fund. The Separate Account
has 11 Sub-Accounts, each of which invests in shares of a corresponding Fund.
Income, gains and losses, realized or unrealized, from assets allocated to a
Sub-Account are credited to or charged against that Sub-Account without regard
to other income, gains or losses of Hartford Life. Contract Owners may allocate
the Premium Payment among any or all available Sub-Accounts subject to minimum
amounts then in effect. All percentage allocations must be in whole numbers.
CONTRACT VALUE -- BEFORE INCOME START DATE

SUB-ACCOUNT VALUE. The Contract Value is the sum of all Sub-Account Values
and therefore reflects the investment performance of the Sub-Accounts to which
it is allocated. The Sub-Account Value for any Sub-Account as of the Contract
Issue Date is equal to the amount of the Premium Payment allocated to that
Sub-Account. The Sub-Account value for a contract is determined on any given day
by the multiplying the number of accumulation units attributable to the contract
in that Sub-Account by the accumulation unit value for that Sub-Account.
Therefore, on any valuation day The Contract Owner's Sub-Account value reflects
any variation of the interest income, dividends, net capital gains or losses,
realized or unrealized, and any amounts transferred into or out of that
Sub-Account.

ACCUMULATION UNITS. The portions of the Premium Payment allocated to a
Sub-Account or amounts of Contract Value transferred to a Sub-Account are
converted into Accumulation Units. For any Contract, the number of Accumulation
Units credited to a Sub-Account is determined by dividing the dollar amount
directed to the Sub-Account by the value of the Accumulation Unit for that Sub-
Account for the Valuation Day as of which the portion of the Premium Payment or
transferred Contract Value is invested in the Sub-Account. Transferred Contract
Value is invested in a Sub-Account as of the end of the Valuation Period.
Therefore, a Premium Payment or portion thereof allocated to or amounts
transferred to a Sub-Account under a Contract increase the number of
Accumulation Units of that Sub-Account credited to the Contract.

Surrenders, transfers out of a Sub-Account, the death of any Contract Owner
or the Annuitant before the Income Start Date, and the application of Contract
Value less premium tax to an Annuity Payment Option on the Annuity Calculation
Date all result in a decrease in the number of Accumulation Units of one or more
Sub-Accounts. Accumulation Units are valued as of the end of the Valuation
Period.

The Accumulation Unit value for each Sub-Account was arbitrarily set
initially at $1 when the Sub-Account began operations. Thereafter, the
Accumulation Unit value at the end of every Valuation Day equals the
Accumulation Unit value at the end of the preceding Valuation Day multiplied by
the Net Investment Factor (described below).
THE NET INVESTMENT FACTOR
(Before and After Income Start Date)

The Net Investment Factor is an index applied to measure the investment
performance of a Sub-Account from one Valuation Period to the next. For each
Sub-Account, the Net Investment Factor reflects the investment performance of
the Fund in which that Sub-Account invests and the charges assessed against that
Sub-Account for a Valuation Period. The Net Investment Factor is calculated by
dividing (1) by (2) and subtracting (3) from the result, where:

(1) is the result of:

a. the Net Asset Value Per Share of the Fund held in the Sub-Account,
determined at the end of the current Valuation Period; plus

b. the per share amount of any dividend or capital gain distributions made
by the Fund held in the Sub-Account

(2) is the Net Asset Value Per Share of the Fund held in the Sub-Account,
determined at the beginning of the Valuation Period.

(3) is a daily factor representing the mortality and expense risk charge
deducted from the Sub-Account, adjusted for the number of days in the
Valuation Period.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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SUB-ACCOUNT VALUE TRANSFERS
BEFORE AND AFTER INCOME START DATE

The Contract Owner may transfer the values of the Sub-Accounts allocations
from one or more Sub-Accounts to another free of charges. 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 the callers provide certain
information for identification purposes. All transfer instructions by telephone
are tape recorded.

Transfers between Sub-Accounts may be made both before and after Annuity
Payments commence provided that the minimum allocation to any Sub-Account may
not be less than the minimum then in effect. All percentage (%) allocations must
be in whole numbers (1%).

It is the responsibility of the Contract Owner 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 instructions.

Subject to 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 could include, but not limited to, the requirements of a
minimum time period between each transfer, not accepting transfer requests of an
agent acting under power of attorney on behalf of more than one Contract Owner,
or limiting the dollar amount that may be transferred between the Sub-Accounts
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.
some states may have certain limitations.

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.
SURRENDERS

ON OR BEFORE THE ANNUITY CALCULATION DATE

A Contract Owner may surrender the Contract for its Surrender Value at any
time on or before the Income Start Date. A Contract's Surrender Value fluctuates
daily as a function of the investment performance of the Sub-Accounts in which a
Contract Owner is invested. Hartford Life does not guarantee any minimum
Surrender Value. The Surrender Value will be determined as of the date Hartford
Life receives the Written Notice for surrender at the Home Office.

AFTER ANNUITY CALCULATION DATE

A Contract Owner may surrender the Contract on or after the Income Start
Date only if the Annuity Payment Option GUARANTEED PAYMENTS FOR A SPECIFIED
NUMBER OF YEARS Annuity Payment Option is in effect. Upon such a surrender
Hartford Life pays the Contract Owner the Commuted Value less any applicable
Contingent Deferred Sales Charges. The surrender charge is computed as of the
date Hartford Life receives the Written Notice for surrender at the Home Office.

CONTRACT OWNERS SHOULD CONSULT THEIR TAX ADVISER REGARDING THE TAX
CONSEQUENCES OF A SURRENDER. A Surrender made before age 59 1/2 may result in
the imposition of a penalty tax of 10% of the taxable portion of the Surrender
Value. See "FEDERAL TAX CONSIDERATIONS" for more details.

DEATH BEFORE INCOME START DATE

If the Contract Owner or the Annuitant dies before the Income Start Date,
Hartford Life will pay the death benefit.

The Death Benefit is an amount equal to the Contract Value. The Contract
Value may be taken in one sum or under any of the settlement options then being
offered by Hartford Life.

IF THE CONTRACT OWNER DIES before the Income Start Date, any surviving joint
contract owner becomes the Beneficiary. If there is no surviving joint contract
owner, the designated Beneficiary will be the Beneficiary. If the Contract
Owner's spouse is the sole Beneficiary and the Annuitant is living, the spouse
may elect, in lieu of receiving the Contract Value, to be treated as the
Contract Owner. If no Beneficiary designation is in effect or if the Beneficiary
has predeceased the Contract Owner, the Contract Owner's estate will be the
Beneficiary.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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IF THE ANNUITANT DIES prior to the Income Start Date and the Contract Owner
is living, the Contract Owner shall be the Beneficiary. In that case, the rights
of any designated Beneficiary shall be voided.

DEATH ON OR AFTER THE INCOME START DATE

If the Annuitant dies on or after the Income Start Date, Hartford Life will
pay the death benefit under the Annuity Payment Option in effect as of the
Annuitant's death. Under some Annuity Payment Options, there is no death
benefit.

The Death Benefit on or after the Income Start Date, under the PAYMENTS
GUARANTEED FOR A SPECIFIED NUMBER OF YEARS OPTION, is the greatest of:

a) the Commuted Value

b) 100% of the premium payment reduced by the aggregate dollar amount of all
annuity payments made since the Income Start Date.

c) the Maximum Anniversary Value. The greatest anniversary value under the
Contract while the Annuitant is alive prior to his or her 81st birthday
reduced by the dollar amount of annuity payments made since that
anniversary.

IF THE ANNUITANT DIES on or after the Income Start Date, the Beneficiary
will have the option of having payments continue to the Beneficiary for the
remainder of the period or taking the Death Benefit in one sum.

IF A CONTRACT OWNER DIES on or after the Income Start Date, any surviving
joint Contract Owner becomes the sole Contract Owner. If there is no surviving
Contract Owner, the Payee becomes the new Contract Owner. If any Contract Owner
dies, the remaining annuity payments will be distributed at least as rapidly as
under the method of distribution being used as of the date of such death.

DETERMINATION OF THE DEATH BENEFIT

The Death Benefit will be calculated as of the date Hartford Life receives
written notification of Due Proof of Death. Any annuity payments made on or
after the date of death, but before receipt of written notification of Due Proof
of Death will be recovered by Hartford Life from the Payee.

PRIOR TO THE INCOME START DATE, in the absence of complete instructions to
either pay the Death Benefit in one sum or under one of the settlement options
being offered, the Contract Value will be moved to the Money Market Fund.

ON OR AFTER THE INCOME START DATE, in the absence of complete instructions
to either pay the Death Benefit in one sum or continue payments, the present
value of the guaranteed remaining payments will be moved to the Money Market
Fund.

Upon receipt of complete instructions, Hartford Life will proceed as
follows: If the instructions are to resume payments, Hartford Life will make any
payments that went unpaid since the date Hartford Life received notification of
Due Proof of Death. Hartford Life will then reallocate the remaining balance in
the Money Market Fund according to the instructions and resume payments. If the
instructions are to pay the Death Benefit in one sum, Hartford Life will pay the
Death Benefit.

DISTRIBUTION REQUIREMENTS:
PRIOR TO THE INCOME START DATE

The Contract Value will be distributed based on the Contract Owner's or
Annuitant's date of death and the Beneficiary's election:

1) in a single lump within 5 years

1) under an Annuity Option provided that:

a) Annuity Payments begin within one year of the date of death, and

b) Annuity Payments are made in substantially equal installments over the
life of the Beneficiary, or

c) Annuity Payments are made in substantially equal installments over a
period not greater than the life expectancy of the Beneficiary.

3) if the sole Beneficiary is the spouse of the deceased Contract Owner, he or
she may by Written Notice within one year of the Contract Owner's death,
elect to continue the Contract as the new Owner. If the spouse so elects,
all of his or her rights as Beneficiary cease and if the deceased Contract
Owner was also the sole Annuitant and appointed no Contingent Annuitant, he
or she will become the Annuitant.

4) if the Contract Owner is not an individual, then the "primary annuitant"
shall be treated as the Contract Owner under 1) and 2) above. For this
purpose, the "primary annuitant" means the individual, the events in the
life of whom are primary importance in affecting the timing or amount of the
payout under this contract.

PAYMENTS UNDER THE CONTRACT

Hartford Life generally makes payments of surrenders, Death Benefits, or any
Annuity Payments within seven days of receipt of all applicable Written Notices
and/or Due Proofs of Death. However, Hartford Life may postpone such payments
for any of the following reasons:

1. when the New York Stock Exchange ("NYSE") is closed for trading other than
customary holiday or weekend
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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closing, or trading on the NYSE is restricted, as determined by the SEC; or

2. when the SEC by order permits a postponement for the protection of Contract
Owners; or

3. when the SEC determines that an emergency exists that would make the
disposal of securities held in the Separate Account or the determination of
their value not reasonably practicable.

If a recent check or draft has been submitted, Hartford Life has the right
to defer payment of surrenders, payments upon the death of the Contract Owner or
Annuitant before the Income Start Date, Death Benefits, or Annuity Payments
until the check or draft has been honored.

SELECTING AN ANNUITY
PAYMENT OPTION

The Annuity Payment Option specifies the type of annuity to be paid and
determines how long the annuity will be paid, the frequency of payment, and the
amount of each Payment. The Contract Owner must select the Annuity Option when
applying for the Contract. This election is irrevocable once the Contract is
issued. The Contract Owner must select the Sub-Accounts to which Contract Value
less applicable premium tax will be applied. Unless otherwise directed,
Sub-Account values, as they exist on the Annuity Calculation Date, are used to
calculate the first annuity payment.

ANNUITY PAYMENT OPTIONS

LIFE ANNUITY. Hartford Life makes Annuity Payments to the Payee for as long
as the Annuitant lives. UNDER THIS OPTION, A PAYEE WOULD RECEIVE ONLY ONE
PAYMENT IF THE ANNUITANT DIES AFTER THE FIRST PAYMENT, TWO PAYMENTS IF THE
ANNUITANT DIES AFTER THE SECOND PAYMENT, ETC.

LIFE ANNUITY WITH CASH REFUND. Hartford Life makes Annuity payments to the
payee as long as the Annuitant lives. If the Annuitant dies and the sum of all
Annuity Payments made are less than the Contract Value less premium tax used to
purchase Annuity Units on the Annuity Calculation Date, the Beneficiary is
entitled to a Death Benefit. The Death Benefit equals the Contract Value less
premium tax used to purchase Annuity Units on the Annuity Calculation Date minus
the sum of all Annuity Payments made.

LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF
YEARS. Hartford Life makes Annuity Payments to the Payee for as long as the
Annuitant lives. At the time this Option is selected, the Contract Owner must
select a specific number of years (a minimum of 5 years and maximum of 100 minus
the annuitants age). If the Annuitant dies before the specified number of years
has passed, the Beneficiary will have the option of either having the payments
continue to the Beneficiary for the remainder of the period or receiving the
present value of the remaining payments in 1 sum. Some restrictions apply to
Qualified Contracts with regards to the Specified number of years for which
payments are guaranteed.

JOINT AND LAST SURVIVOR LIFE ANNUITY. Hartford Life makes Annuity Payments
to the Payee while both Annuitants are living. After the death of either
Annuitant, Payments continue to the Payee for as long as the other Annuitant
lives. UNDER THIS OPTION, A PAYEE WOULD RECEIVE ONLY ONE PAYMENT IF BOTH
ANNUITANTS DIE AFTER THE FIRST PAYMENT, ETC. At the time of purchase the
Contract Owner must elect to have Payments after the death of the first
Annuitant made in amounts equal to 100%, 66.67% or 50% of the amount that would
otherwise be paid.

JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR A
SPECIFIED NUMBER OF YEARS. Hartford Life makes Annuity Payments to the Payee
while both Annuitants are living. After the death of either Annuitant, Payments
continue to the Payee for as long as the other Annuitant lives. At the time of
purchase, the Contract Owner must elect to have Payments after the death of the
first Annuitant made in amounts equal to 100%, 66.67% or 50% of the amount that
would otherwise be paid. At the time this Option is selected, the Contract Owner
must select a specific number of years (a minimum of 5 years and maximum of 100
minus the younger annuitants age). If the Annuitants die before the specified
number of years has passed, the Beneficiary will have the option of either
having the payments continue to the Beneficiary for the remainder of the period
or receiving the present value of the remaining payments in 1 sum. Some
restrictions apply to Qualified Contracts with regards to the Specified number
of years for which payments are guaranteed.

PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS. Hartford Life makes
Annuity Payments to the Payee for the number of years (a minimum of 5 years and
maximum of 100 minus the annuitants age) selected by the Contract Owner. If the
Annuitant dies before the specified number of years has passed, Payments to the
Beneficiary will continue until the specified number of years has elapsed. After
the death of the Annuitant, the Beneficiary will have the option of either
having the payments continue to the Beneficiary for the remainder of the period
or receiving the present value of the remaining payments in 1 sum. Some
restrictions apply to Qualified Contracts with regards to the Specified number
of years for which payments are guaranteed.

Prior to the death of the Annuitant, the Contract Owner may elect to receive
the Commuted Value. If the Contract Owner makes this election, Hartford Life
will deduct the Contingent Deferred Sales Charge from the Commuted Value before
paying it to the Contract Owner.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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ANNUITY CALCULATION DATE
AND INCOME START DATE

The Owner selects the Income Start Date in the application or order request.
The Annuity Calculation Date will be no more than 5 Valuation Days before the
Income Start Date. The Contract Value less any applicable premium tax is applied
to purchase Annuity Units of the Sub-Accounts selected by the Contract Owner as
of the Annuity Calculation Date. The first Annuity Payment is computed using the
value of such Annuity Units as of the Annuity Calculation Date.

INCOME PAYMENT DATES

All Annuity Payments after the first Annuity Payment are computed and
payable as of the Income Payment Dates. These dates are the same day of the
month as the Income Start Date based on the Annuity Payment Frequency selected
by the Contract Owner and shown on the specification page of the Contract.
Available Annuity Payment Frequency includes monthly, quarterly, semi-annual and
annual. The Annuity Payment Frequency may not be changed once selected by the
Contract Owner.

In the event that the Contract Owner does not select a Payment frequency,
Annuity Payments will be made monthly.

VARIABLE ANNUITY PAYMENTS

THE FIRST VARIABLE ANNUITY PAYMENT. Variable Annuity Payments are periodic
payments from the Company to the designated Payee, the amount of which varies
from one Income Payment Date to the next as a function of the net investment
performance of the Sub-Accounts selected by the Contract Owner to support such
payments. The dollar amount of the first Variable Annuity Payment depends on the
Annuity Payment Option chosen, the age of the Annuitant, the gender of the
Annuitant (if applicable), the amount of Contract Value applied to purchase the
Annuity Payments, and the applicable annuity purchase rates based on the 1983a
Individual Annuity Mortality table using projection scale G projected to the
year 2000 and an Assumed Investment Return of not less than 3.0%.

The dollar amount of the first Variable Annuity Payment attributable to each
Sub-Account is determined by dividing the dollar amount of the Contract Value
less applicable premium tax applied to that Sub-Account on the Annuity
Calculation Date by $1,000 and multiplying the result by the annuity Payment
Factor in the Contract for the selected Annuity Payment Option. The dollar value
of the first Variable Annuity Payment is the sum of the first Variable Annuity
Payments attributable to each Sub-Account.

ANNUITY UNITS. The number of Annuity Units attributable to a Sub-Account is
derived by dividing the first Variable Annuity Payment attributable to that
Sub-Account by the Annuity Unit Value for that Sub-Account for the Valuation
Period ending on the Annuity Calculation Date or during which the Annuity
Calculation Date falls if the Valuation Period does not end on such date. The
number of Annuity Units attributable to each Sub-Account under a Contract
remains fixed unless there is a transfer of Annuity Units between Sub-Accounts.

SUBSEQUENT VARIABLE ANNUITY PAYMENTS. The dollar amount of each subsequent
Variable Annuity Payment attributable to each Sub-Account is determined by
multiplying the number of Annuity Units of that Sub-Account credited under the
Contract by the Annuity Unit Value (described below) for that Sub-Account for
the Valuation Period ending on the Income Payment Date, or during which the
Annuity Payment Date falls if the Valuation Period does not end on such date.
The dollar value of each subsequent Variable Annuity Payment is the sum of the
subsequent Variable Annuity Payments attributable to each Sub-Account.
Notwithstanding the foregoing, when an Income Payment Date would fall on a day
that is not a Valuation Day, the Income Payment is computed as of the Valuation
Day immediately preceding what would have been the Income Payment Date.

The Annuity Unit Value of each Sub-Account for any Valuation Period is equal
to (a) multiplied by (b) divided by (c) where:

(a)is the Net Investment Factor for the Valuation
Period for which the Annuity Unit Value is being calculated;

(b)is the Annuity Unit Value for the preceding
Valuation Period; and

(c)is a daily Assumed Investment Return factor (for
the 3%, 5% or 6% Assumed Investment Return) adjusted for the number of days in
the Valuation Period.

The Annuity Unit Factor is equal to one plus the applicable Assumed
Investment Return percentage. Therefore, for 3%, it is 1.03, for 5% it is 1.05
and for 6% it is 1.06. The annual factors can be translated into daily factor of
1.00008098, 1.00013368, and 1.00015965, respectively.

Dividing what would otherwise be the Annuity Unit value by the Assumed
Investment Return factor is necessary in order to adjust the change in the
Annuity Unit value (resulting from the Net Investment Factor) so that the
Annuity Unit value only changes to the extent that the Net Investment Factor
represents a rate of return greater than or less than the Assumed Investment
Return selected by the Contract Owner. Without this adjustment, the Net
Investment Factor would decrease the Annuity Unit value to the extent that such
value represented an annualized rate of return of less than 0.0% and increase
the Annuity Unit value to the extent that such value represented an annualized
rate of return of greater than 0.0%.

THE ASSUMED INVESTMENT RETURN. The Annuity Unit value will increase or
decrease from one Income Payment
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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Date to the next in direct proportion to the net investment return of the
Sub-Account or Sub-Accounts supporting the Variable Annuity Payments, less an
adjustment to neutralize the selected Assumed Investment Return. The Contract
permits Contract Owners to select one of three Assumed Investment Returns: 3%,
5% or 6%. The following examples may help clarify the impact of selecting one
Assumed Investment Return over another:
1. If a Contract Owner selects a 3% ASSUMED INVESTMENT RETURN and if the net
investment return of the Sub-Account for an Annuity Payment period is equal
to the pro-rated portion of the 3% Assumed Investment Return, the Variable
Annuity Payment attributable to that Sub-Account for that period will equal
the Payment for the prior period. To the extent that such net investment
return exceeds an annualized rate of return of 3% for a Payment period, the
Payment for that period will be greater than the Payment for the prior
period and to the extent that such return for a period falls short of an
annualized rate of 3%, the Payment for that period will be less than the
Payment for the prior period.

2. If a Contract Owner selects a 5% ASSUMED INVESTMENT RETURN and if the net
investment return of the Sub-Account for an Annuity Payment period is equal
to the pro-rated portion of the 5% Assumed Investment Return, the Variable
Annuity Payment attributable to that Sub-Account for that period will equal
the Payment for the prior period. To the extent that such net investment
return exceeds an annualized rate of return of 5% for a Payment period, the
Payment for that period will be greater than the Payment for the prior
period and to the extent that such return for a period falls short of an
annualized rate of 5%, the Payment for that period will be less than the
Payment for the prior period.

3. If a Contract Owner selects a 6% ASSUMED INVESTMENT RETURN and if the net
investment return of the Sub-Account for an Annuity Payment period is equal
to the pro-rated portion of the 6% Assumed Investment Return, the Variable
Annuity Payment attributable to that Sub-Account for that period will equal
the Payment for the prior period. To the extent that such net investment
return exceeds an annualized rate of return of 6% for a Payment period, the
Payment for that period will be greater than the Payment for the prior
period and to the extent that such return for a period falls short of an
annualized rate of 6%, the Payment for that period will be less than the
Payment for the prior period.

EXCHANGE ("TRANSFER") OF ANNUITY UNITS. After the Annuity Calculation Date,
the Owner may exchange (i.e., "transfer") the dollar value of a designated
number of Annuity Units of a particular Sub-Account for an equivalent dollar
amount of Annuity Units of another Sub-Account. On the date of the transfer, the
dollar amount of a Variable Annuity Payment generated from the Annuity Units of
either Sub-Account would be the same. Transfers are executed as of the day
Hartford Life receives written notice requesting transfer. For guidelines refer
to "Sub-Account Value Transfers" on page .

CONTRACT FEES AND CHARGES
CONTINGENT DEFERRED SALES CHARGE

No sales charge is deducted from the Premium Payment at the time that the
Payment is made. However, a Contingent Deferred Sales Charge is deducted upon
surrender of the Contract and when a Contract Owner elects to receive the
Commuted Value under the Annuity Payment Option PAYMENTS GUARANTEED FOR A
SPECIFIED NUMBER OF YEARS.

In the event that surrender charges from the Contracts are not sufficient to
cover the expenses of selling the Contracts, Hartford Life will bear such
expenses. Conversely, if the revenue from such charges exceeds such expenses,
the excess of revenues from such charges over expenses will be retained by
Hartford Life. Hartford Life does not expect that the surrender charges deducted
will cover the costs of distributing the Contracts. Any shortfall will be made
up from Hartford Life's general assets, which may include amounts derived from
the mortality and expense risk charge.

The surrender charge is equal to a percentage of the Commuted Value (not to
exceed Premium Payment) and is deducted from those values prior to their being
paid.

<TABLE>
<CAPTION>
SURRENDER CHARGE AS A
PERCENTAGE
CONTRACT YEAR OF COMMUTED VALUE
- ------------------------------- -------------------------------
<S> <C>
1 6%
2 6%
3 5%
4 5%
5 4%
6 3%
7 2%
8 OR MORE 0%
</TABLE>

PREMIUM TAX CHARGE

Certain states and municipalities impose a tax on Hartford Life in
connection with the receipt of annuity premiums or contract value. This tax can
range from 0% to 4% of either the premium or the contract value and is generally
based on the Owner's state of residence. Taxes are generally incurred by
Hartford Life as of the Annuity Calculation Date. Hartford Life deducts the
charge for taxes from the Contract Value on the Annuity Calculation Date. Some
jurisdictions impose a tax on annuity premiums at the time
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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the premium is received. In those jurisdictions, Hartford Life's current
practice is to pay the tax on annuity premium and then deduct the charge for
these taxes from the Contract Value on a surrender prior to Annuity Calculation
Date, or on the Annuity Commencement Date.
MORTALITY AND EXPENSE RISK CHARGE

Hartford Life deducts a daily charge from the assets of the Separate Account
to compensate Hartford Life for mortality and expense risks that Hartford Life
assumes under the Contracts. The daily charge is at the rate of 0.003446%
(approximately equivalent to an effective annual rate of 1.25%) of the net
assets of the Separate Account. Approximately .90% of this annual charge is for
the assumption of mortality risk and .35% is for the assumption of expense risk.
If the mortality and expense risk charge is insufficient to cover the actual
cost of the mortality and expense risks undertaken by Hartford Life, Hartford
Life will bear the shortfall. Conversely, if the charge proves more than
sufficient, the excess will be retained by Hartford Life and will be available
for any proper purpose including, among other things, payment of expenses
incurred in selling the Contracts.

The mortality risk that Hartford Life assumes (for life contingency based
annuity payment options) is the risk that Annuitants, as a group, will live for
a longer period of time than Hartford Life estimated when it established the
annuity purchase rates in the Contract. Because of these guarantees, each
Contract Owner is assured that the Annuitant's longevity will not have an
adverse effect on the Annuity Payments that the Payee receives under Annuity
Payment Options based on life contingencies. Hartford Life also assumes a
mortality risk because the Contracts guarantee a "death benefit" if the Owner or
Annuitant dies before the Income Start Date.

FUND EXPENSES

The investment performance of each Fund reflects the management fee that the
Fund pays to its investment manager as well as other operating expenses that the
Fund incurs. Investment management fees are generally daily fees computed as a
percent of a Fund's average daily net assets at an annual rate. Please read the
prospectus for each Fund for complete details.
ADDITIONAL CONTRACT INFORMATION
CONTRACT OWNERSHIP

The Contract belongs to the Contract Owner. A Contract Owner may exercise
all of the rights and options described in the Contract. Only the Annuitant may
be the Owner of an IRA Contract.

The Contract Owner's rights include the right to: (1) select or change the
Contract Owner, (2) select or change any Beneficiary or contingent Beneficiary,
(3) select or change the Payee while the Annuitant is still alive, (4) allocate
the Premium Payment among and between the Sub-Accounts, (5) transfer Contract
Value among and between the Sub-Accounts, and (6) exchange or transfer Annuity
Units between Sub-Accounts on which Variable Annuity Payments are based.

The rights of Owners of Qualified Contracts may be restricted by the terms
of a related employee benefit plan. For example, such plans may require an Owner
of a Qualified Contract to obtain the consent of his or her spouse before
exercising certain ownership rights or may restrict withdrawals. See "FEDERAL
TAX CONSIDERATIONS" for more details.

Selection of an Annuitant or Payee who is not the Contract Owner may have
adverse tax consequences. See "FEDERAL TAX CONSIDERATIONS" for more details.

CHANGING THE CONTRACT OWNER OR BENEFICIARY

At any time after the Cancellation Period, an Owner may transfer ownership
of the Contract subject to Hartford Life's published rules at the time of the
change.

At any time prior to the death of the Annuitant, the Contract Owner may name
a new Beneficiary by Written Notice unless an irrevocable Beneficiary has
previously been named. When an irrevocable Beneficiary has been designated, the
Contract Owner must provide the irrevocable Beneficiary's written consent to
Hartford Life before a new Beneficiary is designated.

These changes take effect as of the day the Written Notice was signed and
dated. Hartford Life is not liable for any payments made under the Contract
prior to the effectiveness of any change. For possible tax consequences of these
changes, see "FEDERAL TAX CONSIDERATIONS."
MISSTATEMENT OF AGE OR SEX

If an age or sex of the Annuitant given to Hartford Life (in the application
or otherwise) is misstated, Hartford Life will adjust the benefits it pays under
the Contract to the amount that would have been payable at the correct age or
sex. If Hartford Life made any underpayments because of any such misstatement,
it shall pay the amount of such underpayment to the Payee or Beneficiary in one
sum. If Hartford Life makes any overpayments because of a misstatement of age or
sex, it shall deduct from current or future payments due under the Contract, the
amount of such overpayment.
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HARTFORD LIFE INSURANCE COMPANY

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CHANGE OF CONTRACT TERMS

Upon notice to the Contract Owner, Hartford Life may modify the Contract to:

1. conform the Contract or the operations of Hartford Life or of the Separate
Account to the requirements of any law to which the Contract, Hartford Life
or the Separate Account is subject;

2. assure continued qualification of the Contract as an annuity contract or a
Qualified Contract under the Code;

3. reflect a change (as permitted in the Contract) in the operation of the
Separate Account;

In the event of any such modification, Hartford Life will make appropriate
endorsements to the Contract.

No modification of this contract shall be made except over the signature of
the President, a Vice President, an Assistant Vice President or a Secretary of
Hartford Life. Any modification or waiver must be in writing. No agent may bind
Hartford Life by making any promise not contained in the Contract.
REPORTS TO CONTRACT OWNERS

Hartford Life sends each Contract Owner a report at least annually, or more
often as required by law, indicating: the number of Accumulation or Annuity
Units and the dollar value of such units; the Contract Value prior to the
Annuity Calculation Date; the Premium Payment; or surrenders made before the
Annuity Calculation Date; Annuity Payments on or after the Income Start Date;
and any other information required by law.

The reports, which are mailed to Contract Owners at their last known
address, include any information that may be required by the SEC or the
insurance supervisory official of the jurisdiction in which the Contract is
issued.

Hartford Life also sends any other reports, notices or documents required by
law to be furnished to Owners.
MISCELLANEOUS

NON-PARTICIPATING. The Contract does not participate in the surplus or
profits of Hartford Life and Hartford Life does not pay dividends on the
Contract.

PROOF OF AGE AND SURVIVAL. Hartford Life reserves the right to require
proof of the Annuitant's age and gender prior to the Annuity Calculation Date.
In addition, Hartford Life reserves the right to require proof that the
Annuitant is living before any Income Payment Date.

CONTRACT APPLICATION OR ORDER REQUEST. Hartford Life issues the Contract in
consideration of the Contract Owner's application or order request and payment
of the Premium. The entire Contract is made up of the Contract and any attached
endorsements or riders. In the absence of fraud, Hartford Life considers
statements made in the application or order request to be representations and
not warranties. Hartford Life will not use any statement in defense of a claim
or to void the Contract unless it is contained in the application or order
request. Hartford Life will not contest the Contract.
VOTING PRIVILEGES

In accordance with current interpretations of applicable law, Hartford Life
votes Fund shares held in the Separate Account at regular and special
shareholder meetings of the Funds in accordance with instructions received from
persons having voting interests in the corresponding Sub-Accounts.

The number of votes that a Contract Owner has the right to instruct are
calculated separately for each Sub-Account, and may include fractional votes.
Prior to the Annuity Calculation Date, the Contract Owner holds a voting
interest in each Sub-Account to which Variable Contract Value is allocated.
After the Annuity Calculation Date, the Contract Owner has a voting interest in
each Sub-Account from which Variable Annuity Payments are made.

For each Contract Owner prior to the Annuity Calculation Date, the number of
votes attributable to a Sub-Account will be determined by dividing the Contract
Owner's Sub-Account Value by the Net Asset Value Per Share of the Fund in which
that Sub-Account invests. For each Contract Owner after the Annuity Calculation
Date, the number of votes attributable to a Sub-Account is determined by
dividing the liability for future Variable Annuity Payments to be paid from that
Sub-Account by the Net Asset Value Per Share of the Fund in which that
Sub-Account invests. This liability for future payments is calculated on the
basis of the mortality assumptions, the selected Assumed Investment Return and
the Annuity Unit Value of that Sub-Account. As Variable Annuity Payments are
made to the Payee, the liability for future payments decreases as does the
number of votes.

The number of votes available to a Contract Owner are determined as of the
date coinciding with the date established by the Fund for determining
shareholders eligible to vote at the relevant meeting of the Fund's
shareholders. Voting instructions are solicited by written communication prior
to such meeting in accordance with procedures established for the Fund. Each
Contract Owner or Payee having a voting interest in a Sub-Account will receive
proxy materials and reports relating to any meeting of shareholders of the funds
in which that Sub-Account invests.

Fund shares as to which no timely instructions are received and shares held
by Hartford Life in a Sub-Account as to which no Owner or Payee has a beneficial
interest are voted in proportion to the voting instructions that are received
with respect to all Contracts participating in that
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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Sub-Account. Voting instructions to abstain on any item to be voted upon are
applied to reduce the total number of votes eligible to be cast on a matter.
FEDERAL TAX CONSIDERATIONS
GENERAL

TAX LAW IS COMPLEX AND TAX CONSEQUENCES WILL VARY ACCORDING TO THE ACTUAL
STATUS OF THE CONTRACT OWNER AND, IF APPLICABLE, THE TYPE OF RETIREMENT PROGRAM
FOR WHICH THE CONTRACT IS PURCHASED. THEREFORE, A PERSON, TRUSTEE OR OTHER
ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT MAY NEED LEGAL AND TAX ADVICE.

This prospectus does not provide a detailed description of the federal
income tax consequences of purchasing a Contract. Special tax rules may apply 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 prospective purchaser should always consult a qualified tax
adviser. This discussion is based on Hartford Life's understanding of current
federal income tax laws as they are currently interpreted.
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 under Subchapter L of Chapter 1 of the Code. Accordingly,
the Separate Account is not separately taxed as a "regulated investment company"
under subchapter M. 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. 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.
TAXATION OF PURCHASERS OF
NON-QUALIFIED CONTRACTS

CORPORATIONS, TRUSTS AND OTHER NON-NATURAL PERSONS. Section 72 of the Code
governs the taxation of annuity contracts and contains provisions relating to
non-natural Contract Owners. Non-natural persons include, among others,
corporations, trusts, and partnerships. In general, unless the non-natural
person holds a Contract as agent for a natural person, the annual net increase
in the value of the Contract is includable in the non-natural person's gross
income for the tax period in which the net increase occurs. There is, however,
an exception to this general rule for certain annuity contracts held by
structured settlement companies, certain annuity contracts held by an employer
with respect to a terminated qualified retirement plan and certain immediate
annuity contracts. For this purpose, an immediate annuity means an annuity that
is purchased with a single Premium Payment, that has an annuity start date
commencing no later than one year from the date of purchase, and that provides
for a series of substantially equal periodic payments to be made not less
frequently than annually during the annuity period. A non-natural person which
is a tax-exempt entity for federal income tax purposes is not subject to income
tax as a result of Section 72 of the Code.

NATURAL PERSONS. Section 72 generally provides that a Contract Owner is not
taxed on increases in the value of the Contract until an amount distributed from
the Contract is received (or deemed received) by the Owner, either in the form
of Annuity Payments, as contemplated by the Contract, or in some other form
(I.E., surrender or Death Benefit). However, this tax deferral generally applies
only if: (1) the investments in the Separate Account are "adequately
diversified" in accordance with Treasury Department regulations, (2) Hartford
Life, rather than the Contract Owner, is considered the owner of such assets for
federal income tax purposes, and (3) certain distribution requirements are met
in the event that the Contract Owner dies. These requirements are discussed
further under the caption "Tax Status of the Contract" below.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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DISTRIBUTIONS PRIOR TO THE INCOME START DATE. The Contract does not permit
partial withdrawals or partial surrenders or loans. If, however, a Contract is
surrendered prior to the Income Start Date, amounts received by the Contract
Owner are includable in his or her income to the extent that such amounts exceed
the "investment in the contract." For this purpose, the investment in the
contract at any time equals the Premium Payment (to the extent that such Payment
was neither deductible when made nor excludable from income as, for example, in
the case of certain contributions to Qualified Contracts), less any amounts
previously received from the Contract which were not includable in income. Also,
the Surrender Value may be subject to a penalty tax, described below. In
general, an assignment of the Contract (or other change of Ownership) without
full and adequate consideration will be treated as a distribution from the
Contract and taxed in the same manner as a surrender (except where the Contract
is transferred between spouses or incident to a divorce).

The Contract provides that upon the death of Contract Owner, Annuitant or
Joint Annuitant, the Beneficiary will receive the Contract Value. This
distribution is includable in the Beneficiary's income as follows: (1) if
distributed in a lump sum, it is taxed in the same manner as a surrender, (2) if
it is distributed in the form of Annuity Payments, it is taxed in the same
manner as Annuity Payments (see below).

DISTRIBUTIONS AFTER THE INCOME START DATE. The portion of each Annuity
Payment taxable as ordinary income is equal to the excess of the Payment over
the "exclusion amount." The "exclusion amount" is the investment in the contract
(described above), adjusted for any guaranteed period, divided by the number of
Annuity Payments expected to be made (determined by Treasury Department
regulations that take into account the Annuitant's life expectancy and the
Annuity Payment Option elected). After the dollar amount of the investment in
the contract, adjusted for any guaranteed period, is deemed to be recovered, the
entire amount of each Annuity Payment is fully includable in income.
Nonetheless, should the Annuity Payments cease before the adjusted investment in
the contract is fully recovered, a deduction is allowed for the unrecovered
amount of the adjusted investment in the contract. Where a guaranteed period of
Annuity Payments is selected and the Annuitant does not live to the end of that
period, the Annuity Payments for the remainder of the period are includable in
income as follows: (1) if distributed in a lump sum, they are included in income
to the extent that they exceed the unrecovered investment in the contract at
that time, or (2) if received as Annuity Payments, they are fully excluded from
income until the remaining investment in the contract is deemed to be recovered.
All Annuity Payments thereafter are fully includable in income.

PENALTY TAX ON CERTAIN DISTRIBUTIONS. Distributions received (or deemed
received) from a Contract (before or after the Income Start Date) may be subject
to a penalty tax equal to 10% of the amount treated as taxable income. In
general, however, there is no penalty tax on distributions:

1. made on or after a taxpayer reaches age 59 1/2.

2. made on or after the death of the Contract Owner.

3. attributable to a taxpayer's becoming disabled.

4. that are part of a series of substantially equal periodic payments (not less
frequently than annually) for the life (or the life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer and
his or her designated Beneficiary.

5. made under certain annuities issued in connection with structured settlement
agreements; and

6. made under an annuity contract that is purchased with a single Premium
Payment when the annuity date is no later than a year from purchase and
substantially equal periodic payments are made, not less frequently than
annually, during the annuity payment period.

AGGREGATION OF TWO OR MORE CONTRACTS. All non-qualified deferred annuity
contracts that are issued by Hartford Life (or its affiliates) to the same owner
during any calendar year are treated as one annuity contract for purposes of
determining the amount includable in gross income under section 72(e) of the
Code. The effects of this rule are not yet clear; however, it could affect the
time when income is taxable and the amount that might be subject to the 10%
penalty tax described above. In addition, the Treasury Department has specific
authority to issue regulations that prevent the avoidance of section 72(e) of
the Code through the serial purchase of annuity contracts or otherwise. There
may also be other situations in which the Treasury Department may conclude that
it would be appropriate to aggregate two or more deferred or immediate annuity
contracts purchased by the same owner. Accordingly, a Contract Owner should
consult a competent tax adviser before purchasing more than one annuity contract
in a calendar year.

POSSIBLE CHANGES IN TAXATION. In past years, legislation has been proposed
that would have adversely modified the federal taxation of certain annuity
contracts. For example, one such proposal would have changed the tax treatment
of non-qualified annuities that did not have "substantial life contingencies" by
taxing income as it is credited to the annuity contract. Although as of the date
of this prospectus Congress is not considering any legislation regarding
taxation of annuity contracts, there is always the possibility that the tax
treatment of annuities could change by legislation or other means (such as IRS
regulations, revenue rulings, judicial decisions, etc.). Moreover, it is also
possible that any change could be retroactive (that is, effective prior to the
date of the change).

CONTRACTS OBTAINED THROUGH A TAX-FREE EXCHANGE OF OTHER ANNUITY OR LIFE
INSURANCE CONTRACTS. Section 1035 of the Code generally provides that no gain
or loss shall be recognized on the exchange of one annuity contract for another.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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If the surrendered contract was issued prior to August 14, 1982, the tax rules
formerly provided that the surrender was taxable only to the extent the amount
received exceeds the owner's investment in the contract will and continue to
apply to amounts allocable to investments in that contract prior to August 14,
1982. In contrast, contracts issued after January 19, 1985 in a Code section
1035 exchange are treated as new contracts for purposes of the penalty and
distribution-at-death rules. Special rules and procedures apply to section 1035
transactions. Prospective Contract Owners wishing to take advantage of section
1035 should consult their tax adviser.

TAX STATUS OF THE CONTRACTS. The foregoing discussion assumes that the
Contracts qualify as "annuity contracts" for federal income tax purposes under
the Code.

DIVERSIFICATION REQUIREMENTS. Section 817(h) of the Code provides that
separate account investments underlying a contract must be "adequately
diversified" in accordance with Treasury Department regulations in order for the
contract to qualify as an annuity contract under Section 72 of the Code. The
Separate Account, through each underlying Fund, intends to comply with the
diversification requirements prescribed in regulations under Section 817(h) of
the Code, which affect how the assets in the various Sub-Accounts may be
invested. Although the Company does not have direct control over the Funds in
which the Separate Account invests, Hartford Life believes that each Fund will
meet the diversification requirements, and therefore, the Contract will be
treated as an annuity contract under the Code.

The Treasury Department has issued diversification regulations which
generally require, in effect, among other things, that no more than 55% of the
value of the total assets of each Fund is represented by any one investment, no
more than 70% is represented by any two investments, no more than 80% is
represented by any three investments, and no more than 90% is represented by any
four investments. In determining whether the diversification standards are met,
all securities of the same issuer, all interests in the same real property
project, and all interests in the same commodity are each treated as a single
investment. In addition, in the case of government securities, each government
agency or instrumentality shall be treated as a separate issuer.

In certain circumstances, owners of variable annuity contracts may be
considered the owners, for federal income tax purposes, of the assets of the
separate account used to support their contracts. In those circumstances, income
and gains from the separate account assets would be includable in the variable
annuity contract owner's gross income. The IRS has stated in published rulings
that a variable contract owner will be considered the owner of separate account
assets if the contract owner possesses incidents of ownership in those assets,
such as the ability to exercise investment control over the assets. The Treasury
Department has also announced, in connection with the issuance of regulations
concerning investment diversification, that those regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor (I.E., the
contract owner), rather than the insurance company, to be treated as the owner
of the assets in the account." This announcement also states that guidance would
be issued by way of regulations or rulings on the "extent to which policyholders
may direct their investments to particular Sub-Accounts without being treated as
owners of the underlying assets." As of the date of this prospectus, no such
guidance has been issued.

The ownership rights under the Contracts are similar to, but different in
certain respects from, those described by the IRS in rulings in which it was
determined that contract owners were not owners of separate account assets. For
example, the Owner of a Contract has the choice of several Sub-Accounts in which
to allocate the Premium Payment and Contract Value, and may be able to transfer
Contract Value among Sub-Accounts more frequently than in such rulings. In
addition, the Contract provides for more Sub-Accounts than did the variable
contracts that were the subject of the such rulings. These differences could
result in an Owner being treated as the owner of the assets of the Separate
Account. In addition, Hartford Life does not know what standards will be set
forth, if any, in the regulations or rulings which the Treasury Department has
stated it expects to issue. Hartford Life therefore reserves the right to modify
the Contract as necessary to attempt to prevent the Owner from being considered
the owner of the Separate Account's assets.

REQUIRED DISTRIBUTIONS. In order to be treated as an annuity contract for
federal income tax purposes, section 72(s) of the Code requires any
Non-Qualified Contract to provide that: (a) if any Owner dies on or after the
Income Start Date but prior to the time the entire interest in the Contract has
been distributed, the remaining portion of such interest will be distributed at
least as rapidly as under the method of distribution being used as of the date
of that Owner's death; and (b) if any Owner dies prior to the Income Start Date,
the entire interest in the Contract will be distributed within five years after
the date of the Owner's death. These requirements will be considered satisfied
as to any portion of the Owner's interest that is payable to or for the benefit
of a "designated beneficiary," and that is distributed over the life of such
beneficiary or over a period not extending beyond the life expectancy of that
beneficiary, provided that such distributions begin within one year of that
Contract Owner's death. The Contract Owner's "designated beneficiary" is the
person designated by such Owner as a beneficiary and must be a natural person.
However, if the Contract Owner's sole designated beneficiary is the surviving
spouse of the Owner, the Contract may be continued with the surviving spouse as
the new Contract Owner. The requirements further provide that if the Contract
Owner is not an individual, the primary Annuitant shall be treated as the
Contract Owner for purposes of

<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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making distributions that 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. The contract does not permit a
change of the Annuitants, however.

Non-Qualified Contracts contain provisions that are intended to comply with
the requirements of section 72(s) of the Code, although no regulations
interpreting these requirements have yet been issued. Hartford Life will review
such provisions and modify them if necessary to assure that they comply with the
requirements of Code section 72(s) when clarified by regulation or otherwise.
TAXATION OF PURCHASERS OF QUALIFIED CONTRACTS

The Contracts are designed for use as Individual Retirement Annuities
("IRAs") or in connection with Deferred Compensation Plans established and
maintained by state or local governments or tax-exempt organizations. Important
differences exist between the tax rules which are applicable to IRAs and
Deferred Compensation Plans. These rules are complex and may vary depending on
individual circumstances. Adverse tax consequences may result from distributions
prior to age 59 1/2 (subject to certain exceptions); distributions that do not
conform to applicable commencement and minimum distribution rules; aggregate
distributions in excess of a specified annual amount; and in other
circumstances. Therefore, no attempt is made to provide more than general
information about the use of the Contracts as IRAs or when owned by eligible
employers in connection with Deferred Compensation Plans. Owners, Annuitants,
and Beneficiaries are cautioned that the rights of any person to any benefits
under a Deferred Compensation Plan may be subject to the terms and conditions of
the plan itself, regardless of the terms and conditions of the Contract, but
that Hartford Life is not bound by the terms and conditions of such plans to the
extent such terms conflict with the Contract, unless Hartford Life specifically
consents to be bound. A brief description of some of the federal income tax
rules which apply to IRAs and Deferred Compensation Plans is set forth below.
Hartford Life may amend the Contract as necessary to conform it to the
requirements of applicable law.

INDIVIDUAL RETIREMENT ANNUITIES. The Contract is designed for use as an
individual retirement annuity ("IRA") purchased through a tax-deferred rollover
contribution from another IRA, a retirement plan qualified under section 401 or
403(a) of the Code or tax sheltered annuity contract under section 403(b) of the
Code. Amounts held under a Deferred Compensation Plan under section 457 of the
Code CANNOT be rolled over or transferred to an IRA.

DISTRIBUTIONS FROM AN IRA. In general, payments from an IRA which are not
rolled over must be included in gross income as ordinary taxable income in the
year in which they are received. Required minimum distributions must begin by
April 1 of the calendar year following the calendar year in which the IRA owner
attains the age of 70 1/2. Certain other mandatory distribution rules apply upon
the death of the IRA owner.

TEN PERCENT PENALTY TAX ON EARLY DISTRIBUTIONS. Distributions received (or
deemed received) from an IRA may be subject to a penalty tax equal to ten
percent (10%) of the amount treated as taxable income. In general, however,
there is no such penalty tax on distributions:

1. made on or after the date on which the taxpayer reaches age 59 1/2,

2. made to a beneficiary (or to the estate of the taxpayer) on or after the
death of the taxpayer,

3. attributable to the taxpayer's becoming disabled, or

4. which are part of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life expectancy) of the
taxpayer or the joint lives (or joint life expectancies) of the taxpayer and
his or her designated beneficiary.

In addition, effective for distributions from an IRA made after December 31,
1996, there is no such penalty tax on distributions:

5. made to the taxpayer to the extent such distributions do not exceed the
amount allowable as a deduction for federal income tax purposes allowed to
the taxpayer for amounts paid during the taxable year for medical care, or

6. if certain conditions are met, made to an unemployed taxpayer after
separation from employment, for health insurance premiums.

CODE SECTION 457 DEFERRED COMPENSATION PLANS. The Contract may be purchased
by a state or local government or tax-exempt organization that is an employer
sponsoring a Deferred Compensation Plan under section 457 of the Code in order
to effect distribution of plan benefits to participants under the plan. In
general, distributions from a Deferred Compensation Plan are prohibited unless
made after the participant attains the age specified in the plan, separates from
service, dies, or suffers an unforeseeable financial emergency. Distributions
under plans that meet the requirements of section 457 of the Code are taxable as
ordinary income in the year paid or made available to the participant or
beneficiary.

Generally, required minimum distributions must begin by April 1 of the
calendar year following the calendar year in which the participating employee
attains the age of 70 1/2. Certain other mandatory distribution rules apply upon
the death of the participating employee.

Amounts held under a Deferred Compensation Plan under section 457 of the
Code CANNOT be rolled over or transferred to an IRA.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution from a Contract that is taxable income to the
recipient is generally subject to withholding for the recipient's federal income
tax liability at rates that vary according to the type of distribution and the
recipient's tax status. Section 3405 of the Code governs withholding and is
summarized below:

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.
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.

DEFERRED COMPENSATION PLANS. Distributions from a non-qualified deferred
compensation plan meeting the requirements of Section 457 of the Code are
generally subject to regular wage withholding rules. Certain states also require
withholding of state income tax whenever federal income tax is withheld.
CONTRACT OWNERS THAT ARE NONRESIDENT
ALIENS OR FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal
income tax consequences to Contract Owners 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 and any required tax forms are submitted to
Hartford Life. In addition, purchasers may be subject to state premium tax,
other state and/or municipal taxes, and taxes that may be imposed by the
purchaser's country of citizenship or residence. Prospective purchasers are
advised to consult with a qualified tax adviser regarding U.S., state, and
foreign taxation with respect to the purchase of a Contract.
OTHER TAX CONSEQUENCES

As noted above, the foregoing comments about the federal tax consequences
under these Contracts are not exhaustive, and special rules may apply to other
tax situations not discussed in the prospectus. Further, the federal income tax
consequences discussed herein reflect the Company's understanding of current law
and the law may change. Federal estate and state and local estate, inheritance
and other tax consequences of ownership or receipt of distributions under a
Contract depend on the individual circumstances of each Contract Owner or
recipient of the distribution. In particular, gift and/or estate tax
consequences may result in situations where the Contract Owner is not also the
Annuitant, Payee, and Beneficiary. A competent tax adviser should be consulted
for further information.
OTHER INFORMATION
DISTRIBUTION OF THE CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD"), which is located at
200 Hopmeadow Street, Simsbury, Connecticut 06070, is principal underwriter and
distributor of the Contracts. HSD is an affiliate of Hartford Life, is
registered with the SEC as a broker-dealer, and is a member of the National
Association of Securities Dealers, Inc. ("NASD"). Hartford Life pays HSD for
acting as principal underwriter under a distribution agreement. The Contracts
are offered on a continuous basis and Hartford Life does not anticipate
discontinuing the offer.

Applications for Contracts are solicited by agents who are licensed by
applicable state insurance authorities to sell Hartford Life's insurance
contracts and who are also registered representatives of a broker-dealer having
a selling agreement with HSD. Such broker-dealers will generally receive
commissions based on a percent of Premium Payments made (up to a maximum of
%). The writing agent will receive a percentage of these commissions from the
respective broker-dealer, depending on the practice of that broker-dealer.
Contract Owners do not pay these commissions.
LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or
to which the assets of the Separate Account are subject. Hartford Life, as an
insurance company, is ordinarily involved in litigation. Hartford Life does not
believe that any current litigation is material to its ability to meet its
obligations under the Contract or to the Separate Account nor does Hartford Life
expect to incur significant losses from such actions.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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FINANCIAL STATEMENTS

The audited statements of assets and liabilities of Hartford Life Insurance
Company Separate Account Two as of December 31, 1996 and 1995 and the related
statements of operations and changes in net assets for the periods ended
December 31, 1996 and 1995, as well as the report of independent auditors are
contained in the statement of additional information.

The audited consolidated balance sheets of Hartford Life as of December 31,
1996 and 1995, and the related consolidated statements of income, stockholder's
equity, and cash flows for the years ended December 31, 1996, 1995 and 1994, and
the related financial statement schedules as well as the report of the
independent auditors are contained in the statement of additional information.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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ILLUSTRATIONS OF ANNUITY PAYMENTS
ASSUMING HYPOTHETICAL RATES OF RETURN

The following graphs have been prepared to show how investment performance
affects Variable Annuity Payments over time. these illustrations assume that the
Contract is a Non-Qualified Contract. The Variable Annuity Payments reflect
three different assumptions for a constant investment return before fees and
expenses: 0%, 6%, and 12%. (Net of all expenses, these constant returns are:
%, %, and %.) These are hypothetical rates of return and, of course,
Hartford Life does not guarantee that any Payee will earn these returns for any
one year or any sustained period of time. THE TABLES ARE FOR ILLUSTRATIVE
PURPOSES ONLY AND DO NOT REPRESENT PAST OR FUTURE RETURNS.

The Annuity Payments illustrated reflect the deduction of all fees and
expenses. Fund management fees and operating expenses are assumed to be at an
annual rate of % of their average daily net assets. This is the weighted
average of Fund expenses shown in the fee table on page . Actual fees and
expenses under the Contract may be higher or lower, will vary from year to year,
and will depend upon the portion of the Payments supported by each Sub-Account
selected by the Contract Owner or Payee. The mortality and expense risk charge
is assumed to be at an annual rate of 1.25% of each Sub-Account's average daily
net assets.

Variable Annuity Payments may be more or less than those shown if the actual
returns of the Sub-Accounts selected are different than those illustrated. Since
it is very likely that a Contract's investment return will fluctuate over time,
one can expect Variable Annuity Payments to fluctuate. The total amount of
Annuity Payments ultimately received will depend upon how long the Annuitant
lives and whether or not the Contract Owner selects an Annuity Payment Option
with a guaranteed number of years.

Another factor that determines the amount of Variable Annuity Payments is
the Assumed Investment Return. Generally, Variable Annuity Payments will
increase in size from Income Payment Date to the next if the annualized net rate
of return during that time is greater than the Assumed Investment Return, and
will decrease if the annualized net rate of return over this period is less than
the Assumed Investment Return.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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Upon request Hartford Life will furnish a customized illustration based on
the Contract Owner's individual circumstances (and/or those of the selected
Annuitant) and choice of Annuity Payment Options.

<TABLE>
<S> <C>
Annuitant: Premium Payment:
Date of Birth: Contract Issue Date:
Annuity Payment Option: Initial Income Payment Date:
Premium Tax Charge: Annuity Payment Frequency:
</TABLE>

The amount of monthly Variable Annuity Payments shown in the table below and
the graph that follows assumes a constant annual investment return. The amount
of Variable Annuity Payments that is actually received will depend on the
investment performance of the Sub-Account(s) selected. The size of Variable
Annuity Payments can increase or decrease from period to period and no minimum
dollar amount of Variable Annuity Payment is guaranteed. The amounts shown are
based on a 5% Assumed Investment Return. The hypothetical annual rates of return
shown are gross rates with net rates (I.E., after all expenses) in parenthesis.

[GRAPH]
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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<TABLE>
<S> <C>
Annuitant: Premium Payment:
Date of Birth: Contract Issue Date:
Annuity Payment Option: Initial Income Payment Date:
Premium Tax Charge: Annuity Payment Frequency:
</TABLE>

[GRAPH]
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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<TABLE>
<S> <C>
Annuitant: Premium Payment:
Date of Birth: Contract Issue Date:
Annuity Payment Option: Initial Income Payment Date:
Premium Tax Charge: Annuity Payment Frequency:
</TABLE>

[GRAPH]
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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<TABLE>
<S> <C>
Annuitant: Premium Payment:
Date of Birth: Contract Issue Date:
Annuity Payment Option: Initial Income Payment Date:
Premium Tax Charge: Annuity Payment Frequency:
</TABLE>

[GRAPH]
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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<TABLE>
<S> <C>
Annuitant: Premium Payment:
Date of Birth: Contract Issue Date:
Annuity Payment Option: Initial Income Payment Date:
Premium Tax Charge: Annuity Payment Frequency:
</TABLE>

[GRAPH]
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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<TABLE>
<S> <C>
Annuitant: Premium Payment:
Date of Birth: Contract Issue Date:
Annuity Payment Option: Initial Income Payment Date:
Premium Tax Charge: Annuity Payment Frequency:
</TABLE>

[GRAPH]
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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ILLUSTRATIONS OF ANNUITY PAYMENTS
USING HISTORIC RATES OF RETURN

The following graphs have been prepared to show how investment performance
affects Variable Annuity Payments over time. These illustrations assume that the
Contract is a Non-Qualified Contract.

The Variable Annuity Payments shown reflect the actual investment return
after all expenses over the periods indicated. SUCH RATES OF RETURN ARE NOT
PROJECTIONS OR INDICATIONS OF FUTURE RESULTS AND HARTFORD LIFE DOES NOT
GUARANTEE THAT ANY CONTRACT WILL EARN THESE OR SIMILAR RETURNS FOR ANY PERIOD OF
TIME. THE TABLES ARE FOR ILLUSTRATIVE PURPOSES ONLY AND DO NOT REPRESENT FUTURE
INVESTMENT RETURNS.

Another factor that determines the amount of Variable Annuity Payments is
the Assumed Investment Return. Generally, Variable Annuity Payments will
increase in size from one Income Payment Date to the next if the annualized net
rate of return during that time is greater than the Assumed Investment Return,
and will decrease if the annualized net rate of return over this period is less
than the Assumed Investment Return.

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

<TABLE>
<S> <C>
Annuitant: Premium Payment:
Date of Birth: Contract Issue Date:
Annuity Payment Option: Initial Income Payment Date:
Premium Tax Charge: Annuity Payment Frequency:
</TABLE>

The amount of monthly Variable Annuity Payments shown in the graphs below
reflect the historic net rates of return of the Sub-Accounts shown. The amount
of Variable Annuity Payments that is actually received will depend on the
investment performance of the Sub-Account(s) selected. The size of Variable
Annuity Payments can increase or decrease from period to period and no minimum
dollar amount of Variable Annuity Payment is guaranteed. The amounts shown in
the graphs below are based on a 5% Assumed Investment Return.

[GRAPH]
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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[GRAPH]

[GRAPH]
<PAGE>
HARTFORD LIFE INSURANCE COMPANY

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<TABLE>
<S> <C>
Annuitant: Premium Payment:
Date of Birth: Contract Issue Date:
Annuity Payment Option: Initial Income Payment Date:
Premium Tax Charge: Annuity Payment Frequency:
</TABLE>

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[GRAPH]

[GRAPH]
<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

Single Purchase Payment Immediate Variable Annuity Contract

Issued by

Hartford Life Insurance Company
and
Hartford Life Insurance Company Separate Account Two

THIS STATEMENT OF ADDITIONAL INFORMATION, DATED MAY , 1997, IS NOT A
PROSPECTUS. THIS STATEMENT OF ADDITIONAL INFORMATION SHOULD BE READ IN
CONJUNCTION WITH THE PROSPECTUS DATED MAY , 1997 FOR HARTFORD LIFE INSURANCE
COMPANY SINGLE PURCHASE PAYMENT IMMEDIATE VARIABLE ANNUITY CONTRACT WHICH IS
REFERRED TO HEREIN.

THE PROSPECTUS SETS FORTH INFORMATION THAT A PROSPECTIVE INVESTOR SHOULD KNOW
BEFORE PURCHASING A CONTRACT. FOR A COPY OF THE PROSPECTUS, SEND A WRITTEN
REQUEST TO THE HOME OFFICE AT 200 HOPMEADOW STREET, SIMSBURY, CONNECTICUT 06070,
OR TELEPHONE 1-800-862-6668.

<PAGE>

VARIABLE ANNUITY PAYMENTS

ANNUITY UNIT VALUE

The value of an Annuity Unit is calculated at the same time that the value of an
Accumulation Unit is calculated and is based on the same values for Fund shares
and other assets and liabilities. (See "Annuity Payments" in the Prospectus.)
The Annuity Unit Value for each Sub-Account's first Valuation Period was set at
$10. The Annuity Unit Value of each Sub-Account for any subsequent Valuation
Period is equal to (a) multiplied by (b) divided by (c) where:

(a) is the Net Investment Factor for the Valuation Period for which the
Annuity Unit Value is being calculated;

(b) is the Annuity Unit Value for the preceding Valuation Period; and

(c) is a daily Assumed Investment Return factor (for the 3%, 5% or 6%
Assumed Investment Return) adjusted for the number of days in the
Valuation Period.

The Assumed Investment Return factor is equal to one plus the applicable
percentage. Therefore, for 3%, it is 1.03, for 4% it is 1.04 and for 6% it is
1.06. The annual factors can be translated into daily factor of 1.00008098,
1.0000____, and 1.0000____, respectively.

If a Contract Owner selects a 5% Assumed Investment Return rate and if the net
investment return of the Sub-Account for an Annuity Payment period is equal to
the pro-rated portion of the 5% Assumed Investment Return, the Variable Annuity
Payment attributable to that Sub-Account for that period will equal the Payment
for the prior period. To the extent that such net investment return exceeds an
annualized rate of return of 5% for a Payment period, the Payment for that
period will be greater than the Payment for the prior period and to the extent
that such return for a period falls short of an annualized rate of 5%, the
Payment for that period will be less than the Payment for the prior period.

The following illustrations show, by use of hypothetical examples, the method of
determining the Annuity Unit Value and the amount of several Variable Annuity
Payments based on one Subaccount.

ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

1. Annuity Unit Value for immediately preceding
Valuation Period 10.00000000
2. Net Investment Factor 1.00036164
3. Daily factor to compensate for Assumed Investment Return of 5% 1.0000____
4. Adjusted Net Investment Factor (2)/(3) 1.00028063
5. Annuity Unit Value for current Valuation Period
(4)x(1) 10.00280630

ILLUSTRATION OF VARIABLE ANNUITY PAYMENTS
(assuming no premium tax is applicable)

1. Number of Accumulation Units at Annuity Date 1,000.00
2. Accumulation Unit Value 12.55548000
3. Adjusted Contract Value (1)x(2) $12,555.48
4. First monthly Annuity Payment per $1,000 of
adjusted Contract Value $ 9.63
5. First monthly Annuity Payment (3)x(4)/1,000 $ 120.91

<PAGE>

6. Annuity Unit Value 10.00280630
7. Number of Annuity Units (5)/(6) 12.08760785
8. Assume Annuity Unit value for second month
equal to 10.04000000
9. Second Monthly Annuity Payment (7)X(8) $ 121.36
10. Assume Annuity Unit value for third month
equal to 10.05000000
11. Third Monthly Annuity Payment (7)X(10) $ 121.48

OTHER INFORMATION

A registration statement has been filed with the SEC under the Securities Act of
1933, as amended, with respect to the Contracts discussed in this Statement of
Additional Information. Not all the information set forth in the registration
statement, amendments and exhibits thereto has been included in this Statement
of Additional Information. Statements contained in this Statement of Additional
Information concerning the content of the Contracts and other legal instruments
are summaries. For a complete statement of the terms of these documents,
reference should be made to the instruments filed with the SEC.

<PAGE>

ILLUSTRATIONS OF ANNUITY PAYMENTS ASSUMING HYPOTHETICAL RATES OF RETURN

The following tables have been prepared to show how investment performance
affects Variable Annuity Payments over time. These illustrations assume that
the Contract is a Non-Qualified Contract.

The Variable Annuity Payments reflect three different assumptions for a
constant investment return after all expenses: 0%, 6%, and 12%. (Net of all
expenses, these contract returns are: __%, __%, and __%.) These are
hypothetical rates of return and, of course, Hartford Life does not guarantee
that any Payee will earn these returns for any one year or any sustained period
of time. THE TABLES ARE FOR ILLUSTRATIVE PURPOSES ONLY AND DO NOT REPRESENT
PAST OR FUTURE RETURNS.

The Annuity Payments illustrated reflect the deduction of all fees and
expenses. Fund management fees and operating expenses are assumed to be at an
annual rate of ___% of their average daily net assets. This is the weighted
average of Fund expenses shown in the fee table on page __. Actual fees and
expenses under the Contract may be higher or lower, will vary from year to year,
and will depend upon the portion of the Payments supported by each Sub-Account
selected by the Contract Owner or Payee. The mortality and expense risk charge
is assumed to be at an annual rate of 1.25% of each Sub-Account's average daily
net assets.

Variable Annuity Payments may be more or less than those shown if the
actual returns of the Sub-Accounts selected are different than those
illustrated. Since it is very likely that a Contract's investment return will
fluctuate over time, one can expect Variable Annuity Payments to fluctuate. The
total amount of Annuity Payments ultimately received will depend upon how long
the Annuitant lives and whether or not the Contract Owner selects an Annuity
Payment Option with a guaranteed number of years.

Another factor that determines the amount of Variable Annuity Payments
is the Assumed Investment Return. Generally, Variable Annuity Payments will
increase in size from one Income Payment Date to the next if the annualized
net rate of return during that time is greater than the Assumed Investment
Return, and will decrease if the annualized net rate of return over this
period is less than the Assumed Investment Return.

<PAGE>
<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $50,000
Date of Birth: 1/1/30 Contract Issue Date: 12/1/96
Annuity Payment Option: Life Annuity Initial Income Payment Date: 1/1/97
Premium Tax Charge: 0% Annuity Payment Frequency: Monthly
</TABLE>

The amount of monthly Variable Annuity Payments shown in the table below
and the graph that follows assumes a constant annual investment return. The
amount of Variable Annuity Payments that is actually received will depend on the
investment performance of the Sub-Account(s) selected. The size of Variable
Annuity Payments can increase or decrease from period to period and no minimum
dollar amount of Variable Annuity Payment is guaranteed. The amounts shown are
based on a 5% Assumed Investment Return. The hypothetical annual rates of
return shown are gross rates with net rates (I.E., after all expenses) in
parenthesis.

THE AMOUNT OF THE FIRST MONTHLY PAYMENT EACH YEAR AT THE FOLLOWING HYPOTHETICAL
ANNUAL RATES OF RETURNS:

0% 6% 12%
Income Payment Date Age ( %) ( %) ( %)
- ------------------- --- ----- ----- ------

Jan. 1, 1997 65 $ $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

GRAPH

Variable Annuity Payments

$2,000

$1,500

Monthly $1,000
Payments
$ 500

$ 0
1 5 10 15 20

Year

Net
Returns: 0% 6% 12%

<PAGE>
<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $50,000
Date of Birth: 1/1/30 Contract Issue Date: 12/1/96
Annuity Payment Option: Joint and Last Survivor Initial Income Payment Date: 1/1/97
Life Annuity
Premium Tax Charge: 0% Annuity Payment Frequency: Monthly
</TABLE>

The amount of monthly Variable Annuity Payments shown in the table below
and the graph that follows assumes a constant annual investment return. The
amount of Variable Annuity Payments that is actually received will depend on the
investment performance of the Sub-Account(s) selected. The size of Variable
Annuity Payments can increase or decrease from period to period and no minimum
dollar amount of Variable Annuity Payment is guaranteed. The amounts shown are
based on a 5% Assumed Investment Return. The hypothetical annual rates of
return shown are gross rates with net rates (I.E., after all expenses) in
parenthesis.

THE AMOUNT OF THE FIRST MONTHLY PAYMENT EACH YEAR AT THE FOLLOWING HYPOTHETICAL
ANNUAL RATES OF RETURNS:

0% 6% 12%
Income Payment Date Age ( %) ( %) ( %)
- ------------------- --- ----- ----- ------

Jan. 1, 1997 65 $ $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

GRAPH

Variable Annuity Payments

$2,000

$1,500

Monthly $1,000
Payments
$ 500

$ 0
1 5 10 15 20

Year

Net
Returns: 0% 6% 12%

<PAGE>
<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $50,000
Date of Birth: 1/1/30 Contract Issue Date: 12/1/96
Annuity Payment Option: Life Annuity With 20 Years Initial Income Payment Date: 1/1/97
of Guaranteed Payments
Premium Tax Charge: 0% Annuity Payment Frequency: Monthly
</TABLE>

The amount of monthly Variable Annuity Payments shown in the table below
and the graph that follows assumes a constant annual investment return. The
amount of Variable Annuity Payments that is actually received will depend on the
investment performance of the Sub-Account(s) selected. The size of Variable
Annuity Payments can increase or decrease from period to period and no minimum
dollar amount of Variable Annuity Payment is guaranteed. The amounts shown are
based on a 5% Assumed Investment Return. The hypothetical annual rates of
return shown are gross rates with net rates (I.E., after all expenses) in
parenthesis.

THE AMOUNT OF THE FIRST MONTHLY PAYMENT EACH YEAR AT THE FOLLOWING HYPOTHETICAL
ANNUAL RATES OF RETURNS:

0% 6% 12%
Income Payment Date Age ( %) ( %) ( %)
- ------------------- --- ----- ----- ------

Jan. 1, 1997 65 $ $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

GRAPH

Variable Annuity Payments

$2,000

$1,500

Monthly $1,000
Payments
$ 500

$ 0
1 5 10 15 20

Year

Net
Returns: 0% 6% 12%

<PAGE>
<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $50,000
Date of Birth: 1/1/30 Contract Issue Date: 12/1/96
Annuity Payment Option: Joint and Last Survivor Life Initial IncomePayment Date: 1/1/97
Annuity With 20 Years of
Guaranteed Payments
Premium Tax Charge: 0% Annuity Payment Frequency: Monthly
</TABLE>

The amount of monthly Variable Annuity Payments shown in the table below
and the graph that follows assumes a constant annual investment return. The
amount of Variable Annuity Payments that is actually received will depend on the
investment performance of the Sub-Account(s) selected. The size of Variable
Annuity Payments can increase or decrease from period to period and no minimum
dollar amount of Variable Annuity Payment is guaranteed. The amounts shown are
based on a 5% Assumed Investment Return. The hypothetical annual rates of
return shown are gross rates with net rates (I.E., after all expenses) in
parenthesis.

THE AMOUNT OF THE FIRST MONTHLY PAYMENT EACH YEAR AT THE FOLLOWING HYPOTHETICAL
ANNUAL RATES OF RETURNS:

0% 6% 12%
Income Payment Date Age ( %) ( %) ( %)
- ------------------- --- ----- ----- ------

Jan. 1, 1997 65 $ $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

GRAPH

Variable Annuity Payments

$2,000

$1,500

Monthly $1,000
Payments
$ 500

$ 0
1 5 10 15 20

Year

Net
Returns: 0% 6% 12%

<PAGE>
<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $50,000
Date of Birth: 1/1/30 Contract Issue Date: 12/1/96
Annuity Payment Option: Guaranteed Payments for 20 Years Initial Income Payment Date: 1/1/97
Annuity
Premium Tax Charge: 0% Annuity Payment Frequency: Monthly
</TABLE>

The amount of monthly Variable Annuity Payments shown in the table below
and the graph that follows assumes a constant annual investment return. The
amount of Variable Annuity Payments that is actually received will depend on the
investment performance of the Sub-Account(s) selected. The size of Variable
Annuity Payments can increase or decrease from period to period and no minimum
dollar amount of Variable Annuity Payment is guaranteed. The amounts shown are
based on a 5% Assumed Investment Return. The hypothetical annual rates of
return shown are gross rates with net rates (I.E., after all expenses) in
parenthesis.

THE AMOUNT OF THE FIRST MONTHLY PAYMENT EACH YEAR AT THE FOLLOWING HYPOTHETICAL
ANNUAL RATES OF RETURNS:

0% 6% 12%
Income Payment Date Age ( %) ( %) ( %)
- ------------------- --- ----- ----- ------

Jan. 1, 1997 65 $ $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

GRAPH

Variable Annuity Payments

$2,000

$1,500

Monthly $1,000
Payments
$ 500

$ 0
1 5 10 15 20

Year

Net
Returns: 0% 6% 12%

<PAGE>

ILLUSTRATIONS OF ANNUITY PAYMENTS USING HISTORIC RATES OF RETURN

The following tables have been prepared to show how investment performance
affects Variable Annuity Payments over time. These illustrations assume that
the Contract is a Non-Qualified Contract.

Variable Annuity Payments may be more or less than those shown if the
actual returns of the Sub-Accounts selected are different than those
illustrated. Since it is very likely that a Contract's investment return will
fluctuate over time, one can expect Variable Annuity Payments to fluctuate. The
total amount of Annuity Payments ultimately received will depend upon how long
the Annuitant lives and whether or not the Contract Owner selects an Annuity
Payment Option with a guaranteed number of years.

<PAGE>
<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $50,000
Date of Birth: 1/1/30 Contract Issue Date: Same as fund
inception date
Annuity Payment Option: Life Annuity Initial Income PaymentDate: One Month
after Issue Date
Premium Tax Charge: 0% Annuity Payment Frequency: Monthly
</TABLE>

The amount of monthly Variable Annuity Payments shown in the tables below
and the graphs that follow reflect the historic net rates of return of the Sub-
Accounts shown. The amount of Variable Annuity Payments that is actually
received will depend on the investment performance of the Sub-Account(s)
selected. The size of Variable Annuity Payments can increase or decrease from
period to period and no minimum dollar amount of Variable Annuity Payment is
guaranteed. The amounts shown in the tables and graphs below are based on a 5%
Assumed Investment Return.

VARIABLE ANNUITY PAYMENTS BASED ON ACTUAL RETURNS AFTER ALL EXPENSES:

Income Payment Date Age Advisers Capital Appreciation Index
- ------------------- --- -------- -------------------- -----

Jan. 1, 1997 65 $ $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

VARIABLE ANNUITY PAYMENTS BASED ON ACTUAL RETURNS AFTER ALL EXPENSES:

Income Payment Date Age Money Market Small Company International Opp.
- ------------------- --- ------------ ------------- ------------------

Jan. 1, 1997 65 $ $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

<PAGE>

VARIABLE ANNUITY PAYMENTS BASED ON ACTUAL RETURNS AFTER ALL EXPENSES:

Income Payment Date Age Bond Dividend & Growth International Advisers
- ------------------- --- ---- ----------------- ----------------------

Jan. 1, 1997 65 $ $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

VARIABLE ANNUITY PAYMENTS BASED ON ACTUAL RETURNS AFTER ALL EXPENSES:

Income Payment Date Age Mortgage Securities Stock
- ------------------- --- ------------------- -----

Jan. 1, 1997 65 $ $
Jan. 1, 1998 66
Jan. 1, 1999 67
Jan. 1, 2000 68
Jan. 1, 2001 69
Jan. 1, 2006 74
Jan. 1, 2011 79
Jan. 1, 2016 84
Jan. 1, 2021 89

GRAPHS

Variable Annuity Payments

$2,000

$1,500
Monthly
Payments $1,000

$ 500

$ 0

1 5 10 15 20

Year

Advisers Sub-Account: Capital Appreciation Sub-Account: Index Sub-Account:

<PAGE>

Variable Annuity Payments

$2,000

$1,500
Monthly
Payments $1,000

$ 500

$ 0

1 5 10 15 20

Year

Money Market Sub-Account: Small Company Sub-Account: International Opportunities
Sub-Account:

GRAPHS

Variable Annuity Payments

$2,000

$1,500
Monthly
Payments $1,000

$ 500

$ 0

1 5 10 15 20

Year

Bond Sub-Account: Dividend and Growth Sub-Account: International Advisers
Sub-Account:

<PAGE>

Variable Annuity Payments

$2,000

$1,500
Monthly
Payments $1,000

$ 500

$ 0

1 5 10 15 20

Year

Mortgage Securities Sub-Account: Stock Sub-Account:
<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $50,000
Date of Birth: 1/1/30 Contract Issue Date: Same as fund
inception date
Annuity Payment Option: Guaranteed Payments For Initial Income Payment Date: One Month
20 Years Annuity after Issue Date
Premium Tax Charge: 0% Annuity Payment Frequency: Monthly
</TABLE>