HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO, N-4/A, 1997-05-09

HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
N-4/A, 1997-05-09

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<PAGE>

As filed with the Securities and Exchange Commission on May 9, 1997

File No. 333-19605

File No. 811-4372
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. 1 [ X ]
-----

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

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]

Amendment No. 22 [ 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 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
------------- --------------------
<S> <C>
1. Cover Page Hartford Life Insurance Company - Separate Account Two

2. Definitions Definitions

3. Condensed Financial Information Accumulation Unit Values

4. Synopsis or Highlights Summary

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

6. Deductions Contract Fees and Charges

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

8. Annuity Period Selecting an Annuity Payment Option

9. Death Benefit Description of the Contracts

10. Purchases and Contract Value Description of the Contracts

11. Redemptions Surrenders

12. Taxes Federal Tax Considerations

13. Legal Proceedings Legal Proceedings

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

15. Cover Page Part B; Statement of Additional Information

16. Table of Contents Table of Contents

17. General Information and History Introduction

18. Services None

<PAGE>

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Performance Data Calculation of Yield and Return

22. Annuity Payments Annuity Benefits

23. Financial Statements Financial Statements

24. Financial Statements and Exhibits Financial Statements and Exhibits

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

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

27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

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

31. Management Services Management Services

32. Undertakings Undertakings

</TABLE>

<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)
[LOGO] 1-800-862-7155 (INVESTMENT REPRESENTATIVES)

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This prospectus ("Prospectus") describes the individual variable immediate
annuity contract (the "Contract") offered by Hartford Life Insurance Company
("Hartford"). 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.

Contract Owner(s) 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 makes periodic Annuity Payments to the Contract
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 Contract 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 prospectus for the Funds, which provides 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 ("Statement") is
on page 36 of this Prospectus. Call 1-800-862-6668, or write Hartford at its
Home Office to obtain a free copy of the Statement.

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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.
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PROSPECTUS DATED: MAY , 1997
STATEMENT OF ADDITIONAL INFORMATION DATED: MAY , 1997

<PAGE>
2 HARTFORD LIFE INSURANCE COMPANY
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TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
DEFINITIONS........................................................... 3
FEE AND EXPENSE TABLES................................................ 5
SUMMARY............................................................... 7
HARTFORD, THE SEPARATE ACCOUNT AND THE FUNDS.......................... 8
Hartford Life Insurance Company..................................... 8
Separate Account Two................................................ 8
The Funds........................................................... 8
DESCRIPTION OF THE CONTRACTS.......................................... 10
Purchasing a Contract............................................... 10
Right to Examine the Contract....................................... 10
Crediting and Allocating the Premium Payment........................ 10
Contract Value -- Before Income Start Date.......................... 10
The Net Investment Factor........................................... 11
Sub-Account Value Transfers Before and After Income Start Date...... 11
Surrenders.......................................................... 12
Death Before Income Start Date...................................... 12
Death On or After the Income Start Date............................. 12
Determination of the Death Benefit.................................. 12
Distribution Requirements: Prior to the Income Start Date........... 13
Payments Under the Contract......................................... 13
SELECTING AN ANNUITY PAYMENT OPTION................................... 13
Annuity Payment Options............................................. 13
Annuity Calculation Date and Income Start Date...................... 14
Income Payment Dates................................................ 14
Variable Annuity Payments........................................... 14
CONTRACT FEES AND CHARGES............................................. 16
Contingent Deferred Sales Charge.................................... 16
Premium Tax Charge.................................................. 16
Mortality and Expense Risk Charge................................... 16
Fund Expenses....................................................... 16
ADDITIONAL CONTRACT INFORMATION....................................... 16
Contract Ownership.................................................. 16
Changing the Contract Owner or Beneficiary.......................... 17
Misstatement of Age or Sex.......................................... 17
Change of Contract Terms............................................ 17
Reports to Contract Owners.......................................... 17
Miscellaneous....................................................... 17
Voting Privileges................................................... 18
FEDERAL TAX CONSIDERATIONS............................................ 18
General............................................................. 18
Taxation of Hartford and the Separate Account....................... 18
Taxation of Purchasers of Non-Qualified Contracts................... 18
Taxation of Purchasers of Qualified Contracts....................... 21
Federal Income Tax Withholding...................................... 22
Contract Owners That Are Nonresident Aliens or Foreign
Corporations....................................................... 22
Other Tax Consequences.............................................. 22
OTHER INFORMATION..................................................... 23
Distribution of the Contracts....................................... 23
Legal Proceedings................................................... 23
EXPERTS............................................................... 23
ILLUSTRATIONS OF ANNUITY PAYMENTS ASSUMING HYPOTHETICAL RATES OF
RETURN.............................................................. 24
ILLUSTRATIONS OF ANNUITY PAYMENTS USING HISTORIC RATES OF RETURN...... 31
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION............. 36
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 3
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DEFINITIONS

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

ANNIVERSARY VALUE: The 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 last survivor 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: The 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.
Values calculated prior to the Income Start Date but after the Annuity
Calculation Date will equal values as of the Annuity Calculation Date.

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

ANNUITY PAYMENT OPTION: The form of Annuity Payments selected by the Contract
Owner. 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 Variable Annuity 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 Payment Options.

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

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

COMMISSION: U.S. Securities and Exchange Commission.

COMMUTED VALUE: The present value of the remaining guaranteed Annuity Payments
under an Annuity Payment Option having Annuity 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
receives a fully completed request for surrender, or Due Proof of Death of the
Annuitant.

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

CONTRACT ISSUE DATE: The date on which Hartford 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: The sum of the Sub-Account Values under the Contract prior to
the Annuity Calculation Date.

CONTRACT YEAR: A 12-month period beginning on the Contract Issue Date or on a
Contract Anniversary.

DEATH BENEFIT: The amount payable by Hartford 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.

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.

<PAGE>
4 HARTFORD LIFE INSURANCE COMPANY
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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: Hartford Life Insurance Company.

HOME OFFICE: Hartford's offices at 200 Hopmeadow Street, Simsbury, CT 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 Hartford 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.

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 Payment 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,
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 Contract Owner to receive Annuity
Payments. Unless otherwise specified the Annuitant is the Payee.

PAYMENT FACTOR: The factor used on the Annuity Calculation Date to calculate the
first Annuity Payment.

PREMIUM PAYMENT: The payment made to Hartford pursuant to the terms of the
Contract.

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 section 408
or section 457 of the Code.

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 Contract Owner to support Annuity
Payments.

WRITTEN NOTICE: A notice or request submitted in writing in a form satisfactory
to Hartford that is manually signed by the Contract Owner(s) and received at the
Home Office.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 5
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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 Commuted
Value)*
First Year.................................................... 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 Annuity
Payment 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 Operating Expenses After Reimbursements
(as a percentage of net assets)

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES
---------- -------- ----------
<S> <C> <C> <C>
Hartford Advisers Fund.......................... 0.615% 0.017% 0.632%
Hartford Bond Fund.............................. 0.490% 0.030% 0.520%
Hartford Capital Appreciation Fund.............. 0.629% 0.017% 0.646%
Hartford Dividend & Growth Fund................. 0.709% 0.017% 0.726%
Hartford Index Fund............................. 0.374% 0.019% 0.393%
Hartford International Advisers Fund............ 0.746% 0.214% 0.960%
Hartford International Opportunities Fund....... 0.691% 0.095% 0.786%
HVA Money Market Fund........................... 0.423% 0.021% 0.444%
Hartford Mortgage Securities Fund............... 0.424% 0.029% 0.453%
Hartford Small Company Fund (1)................. 0.577% 0.150% 0.727%
Hartford Stock Fund............................. 0.441% 0.016% 0.457%
</TABLE>

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(1) In 1996 management fees were waived for the Hartford Small Company Fund. In
the absence of this waiver, the 1996 total expense ratio would have been
.880% (annualized).

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 prospectus
for the Funds which accompanies this Prospectus.

<PAGE>
6 HARTFORD LIFE INSURANCE COMPANY
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EXAMPLES

A Contract Owner will pay the following expenses on a $1,000 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 and you do not surrender your
Contract:

<TABLE>
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
- -------------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
Hartford Advisers Fund...................................................................... $ 19 $60
Hartford Bond Fund.......................................................................... 18 56
Hartford Capital Appreciation Fund.......................................................... 19 60
Hartford Dividend and Growth Fund........................................................... 20 63
Hartford Index Fund......................................................................... 17 52
Hartford International Advisers Fund........................................................ 23 70
Hartford International Opportunities Fund................................................... 21 64
HVA Money Market Fund....................................................................... 17 54
Hartford Mortgage Securities Fund........................................................... 17 54
Hartford Small Company Fund................................................................. 20 63
Hartford Stock Fund......................................................................... 17 54
</TABLE>

2. If the PAYMENTS GUARANTEED FOR 20 YEARS Annuity Payment Option is selected
and you do not surrender your Contract:

3. If the GUARANTEED PAYMENTS FOR 20 YEARS Annuity Payment Option is selected
and you surrender your Contract:

<TABLE>
<CAPTION>
SUB-ACCOUNT 1 YEAR 3 YEARS
- -------------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
Hartford Advisers Fund...................................................................... $ 79 $ 110
Hartford Bond Fund.......................................................................... 78 106
Hartford Capital Appreciation Fund.......................................................... 79 110
Hartford Dividend and Growth Fund........................................................... 80 113
Hartford Index Fund......................................................................... 77 102
Hartford International Advisers Fund........................................................ 83 120
Hartford International Opportunities Fund................................................... 81 114
HVA Money Market Fund....................................................................... 77 104
Hartford Mortgage Securities Fund........................................................... 77 104
Hartford Small Company Fund................................................................. 80 113
Hartford Stock Fund......................................................................... 77 104
</TABLE>

THESE EXAMPLES SHOULD NOT BE CONSIDERED REPRESENTATIONS OF PAST OR FUTURE
PERFORMANCE OR EXPENSES. THE ACTUAL EXPENSES PAID OR PERFORMANCE ACHIEVED MAY BE
GREATER OR LESS THAN THOSE SHOWN.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 7
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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 prospectus for the Funds. For
further information, contact Hartford at its Home Office or your registered
representative.

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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 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.

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 and Allocating Premium Payments".)

- ---------------------------------------------------
RIGHT TO EXAMINE THE CONTRACT

Contract Owners may cancel the Contract during the Cancellation Period and
receive a refund equal to the Contract Value. The Cancellation Period is a
ten-day period of time beginning when the Contract is received by a Contract
Owner. Some states require a longer Cancellation Period and return of the
Premium Payment. (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 Cash Refund; Life Annuity with Payments Guaranteed
For a Specified Number of Years; Joint and Last Survivor; Joint and Last
Survivor Life Annuity With Payments Guaranteed For a Specified Number of Years;
and Payments Guaranteed For a Specified Number of Years.

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DEATH BENEFITS

The Contract provides for a Death Benefit, under certain Annuity Payment
Options, in the event the Annuitant or Contract Owner(s) die(s) 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 the Contract Value. On or after the
Income Start Date under a PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS
Annuity Payment Option, a Contract Owner also may surrender the Contract for the
Surrender 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 deducts a contingent deferred
sales charge if the Contract is surrendered after the Income Start Date under
PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS Annuity Payment 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 makes a daily charge of
0.003446% (approximately equivalent to an effective annual rate of 1.25%) of the
Separate Accounts 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
<PAGE>
8 HARTFORD LIFE INSURANCE COMPANY
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Date, and a Premium Tax Charge is Deducted from the Contract Value as of that
date. These taxes currently 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, THE SEPARATE
ACCOUNT AND THE FUNDS

- --------------------------------
HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company ("Hartford") is a stock life insurance
company engaged in the business of writing health and life insurance, both
individual and group, in all states of the United States and the District of
Columbia. Hartford was originally incorporated under the laws of Massachusetts
on June 5, 1902, and was subsequently redomiciled to Connecticut. Its offices
are located in Simsbury, Connecticut; however, its mailing address is P.O. Box
2999, Hartford, CT 06104-2999. Hartford is a subsidiary of Hartford Fire
Insurance Company, one of the largest multiple lines insurance carriers in the
United States. Hartford is ultimately owned by The Hartford Financial Services
Group, Inc., a Delaware corporation.

Hartford is rated A+ (superior) by A.M. Best and Company, Inc. on the basis
of its financial soundness and operating performance. Hartford is rated AA by
Standard & Poor's and AA+ by Duff and Phelps on the basis of its claims paying
ability. These ratings do not apply to the investment performance of the
Sub-Accounts of the Separate Account. The ratings apply to Hartford's ability to
meet its insurance obligations, including those described in this Prospectus.

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

SEPARATE ACCOUNT TWO

The Separate Account is a separate investment account of Hartford
established under Connecticut law on June 2, 1986. Hartford owns the assets of
the Separate Account. These assets are held separate from Hartford'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 may conduct.

The Separate Account is registered with the Commission 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 Commission of the
management of the Separate Account or of Hartford. The Separate Account is also
governed by the laws of Connecticut, Hartford's state of domicile, and may also
be governed by laws of other states in which Hartford does business.

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.

CHANGES TO THE SEPARATE ACCOUNT. Where permitted by applicable law, Hartford
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 Hartford 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 Hartford 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
Commission and applicable state insurance departments. Contract Owners will be
notified of any changes.

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THE FUNDS

Each Sub-Account invests in a corresponding Fund. Each of the Funds is an
open-end diversified management investment company managed by HL Investment
Advisors, Inc. ("HL Advisors"), a registered investment adviser. HL Advisors has
retained Wellington Management Company to

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 9
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act as investment sub-adviser to the Funds indicated by an asterisk. In
addition, HL Advisors has entered into an investment services agreement with
Hartford Investment Management Company ("HIMCO"), for the provision of
investment services to the remaining Funds. The Funds, as well as a brief
description of their investment objective, 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.

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' PROSPECTUS AND STATEMENT OF ADDITIONAL INFORMATION CAN
ALSO BE OBTAINED BY CALLING 1-800-862-6668. The Funds' prospectus 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 cannot guarantee that each Fund will always be available under the
Contracts, but in the unlikely event that a Fund is not available, Hartford 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.

(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>
10 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

Shares of the Funds are sold to separate accounts of Hartford 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 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 the Funds' 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 specifically consents to a
lower Premium Payment. No additional Premium Payments may be made under the
Contracts. Unless Hartford gives its prior approval, it will not accept a
Premium Payment in excess of $1,000,000. Hartford 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 Cancellation Period,
which is the 10-day period beginning on the day the Contract 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.

Hartford will refund the Contract Value as of the date of receipt of the
request for cancellation. The Contract Owner bears the investment risk during
the period prior to Hartford's receipt of the request for cancellation. Hartford
will refund the Premium Payment 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 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 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.

Contract Owners may allocate the Premium Payment among any or all available
Sub-Accounts subject to minimum amounts then in effect. Currently, amounts
allocated to any one Sub-Account must equal at least 1% of the net Premium
Payment. 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 Owners 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 during
which the transfer request was received. 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.

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HARTFORD LIFE INSURANCE COMPANY 11
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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.

- ---------------------------------------------------
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
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 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 will employ reasonable procedures to
confirm that instructions communicated by telephone are genuine; otherwise,
Hartford may be liable for any losses due to unauthorized or fraudulent
instructions. The procedures Hartford 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 the Income
Start Date 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 of any inaccuracies
within one business day of receipt of the confirmation. Hartford will send the
Contract Owner a confirmation of the transfer within five 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 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 would not be 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 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 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.

<PAGE>
12 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

- -------------------------------------------
SURRENDERS

ON OR BEFORE THE INCOME START 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
does not guarantee any minimum Surrender Value. The Surrender Value will be
determined as of the date Hartford receives the Written Notice for surrender at
the Home Office.

AFTER THE INCOME START DATE. A Contract Owner may surrender the Contract on
or after the Income Start Date only if the PAYMENTS GUARANTEED FOR A SPECIFIED
NUMBER OF YEARS Annuity Payment Option is in effect. Upon such a surrender
Hartford pays the Contract Owner the Commuted Value less any applicable
contingent deferred sales charges. This surrender charge is computed as of the
date Hartford 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
adverse tax consequences, including 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 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.

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.

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 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 Annuity Payment 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; and

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 WHO IS NOT THE ANNUITANT, 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 receives
Written Notice of Due Proof of Death. Any Annuity Payments made on or after the
date of death, but before receipt of Written Notice of Due Proof of Death will
be recovered by Hartford 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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 13
- --------------------------------------------------------------------------------

Upon receipt of complete instructions, Hartford will proceed as follows: If
the instructions are to resume payments, Hartford will make any payments that
went unpaid since the date Hartford received Written Notice of Due Proof of
Death. Hartford 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 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 sum within five years;

2) under an Annuity Payment 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 theBeneficiary, 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 Contract 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; or

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 of primary importance in affecting the timing or amount of
the payout under the Contract.

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PAYMENTS UNDER THE CONTRACT

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

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

3. when the Commission 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 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 Annuity Payment. The Contract Owner must select the Annuity
Payment 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 makes Annuity Payments to the Payee for as long as
the Annuitant lives. UNDER THIS OPTION, A PAYEE WOULD RECEIVE ONLY ONE ANNUITY
PAYMENT IF THE ANNUITANT DIES AFTER THE FIRST ANNUITY PAYMENT, TWO ANNUITY
PAYMENTS IF THE ANNUITANT DIES AFTER THE SECOND ANNUITY PAYMENT, ETC.

LIFE ANNUITY WITH CASH REFUND. Hartford 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. This Option is only available using the 5% A.I.R.

LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF
YEARS. Hartford 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 five years and

<PAGE>
14 HARTFORD LIFE INSURANCE COMPANY
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maximum of 100 minus the Annuitant's 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 Commuted Value in one 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 makes Annuity Payments to the
Payee while both Annuitants are living. After the death of either Annuitant,
Annuity Payments continue to the Payee for as long as the other Annuitant lives.
UNDER THIS OPTION, A PAYEE WOULD RECEIVE ONLY ONE ANNUITY PAYMENT IF BOTH
ANNUITANTS DIE AFTER THE FIRST ANNUITY PAYMENT, ETC. At the time of purchase the
Contract Owner must elect to have Annuity 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 makes Annuity Payments to the Payee while
both Annuitants are living. After the death of either Annuitant, Annuity
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 Annuity 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 five
years and maximum of 100 minus the younger Annuitant's 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 Commuted Value in one 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 makes Annuity
Payments to the Payee for the number of years (a minimum of five years and
maximum of 100 minus the Annuitant's 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 Commuted Value in one 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 will
deduct the contingent deferred sales charge from the Commuted Value before
paying it to the Contract Owner.

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ANNUITY CALCULATION DATE
AND INCOME START DATE

The Contract Owner selects the Income Start Date in the application or order
request. The Annuity Calculation Date will be no more than five 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 Hartford 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
Annuity 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 Payment Factor in
the Contract for the selected
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 15
- --------------------------------------------------------------------------------

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.

THE ASSUMED INVESTMENT RETURN. The Annuity Unit value will increase or
decrease from one Income Payment 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. 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 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 Annuity 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 Annuity Payment for that period will be greater than the Annuity
Payment for the prior period and to the extent that such return for a period
falls short of an annualized rate of 3%, the Annuity Payment for that period
will be less than the Annuity 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 Annuity 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 Annuity Payment for that period will be greater than the Annuity
Payment for the prior period and to the extent that such return for a period
falls short of an annualized rate of 5%, the Annuity Payment for that period
will be less than the Annuity 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 Annuity 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 Annuity Payment for that period will be greater than the

<PAGE>
16 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

Annuity Payment for the prior period and to the extent that such return for
a period falls short of an annualized rate of 6%, the Annuity Payment for
that period will be less than the Annuity Payment for the prior period.

EXCHANGE ("TRANSFER") OF ANNUITY UNITS. After the Annuity Calculation Date,
the Contract 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 receives Written Notice requesting transfer. For guidelines
refer to "Sub-Account Value Transfers" on page 11.

- ---------------------------------------------------
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 when a
Contract Owner elects to receive the Commuted Value under the PAYMENTS
GUARANTEED FOR A SPECIFIED NUMBER OF YEARS ANNUITY PAYMENT OPTION.

In the event that surrender charges from the Contracts are not sufficient to
cover the expenses of selling the Contracts, Hartford 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.

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

<TABLE>
<CAPTION>
SURRENDER CHARGE AS A
CONTRACT YEAR PERCENTAGE 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 in connection
with the receipt of Premium Payments or Contract Value. This tax can range from
0% to 4% of either the Premium Payment or the Contract Value and is generally
based on the Contract Owners state of residence. Taxes are generally incurred by
Hartford as of the Annuity Calculation Date. Hartford deducts the charge for
taxes from the Contract Value on the Annuity Calculation Date. Some
jurisdictions impose a tax on Premium Payments at the time the Premium Payment
is received. In those jurisdictions, Hartford's current practice is to pay the
tax on Premium Payments 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 deducts a daily charge from the assets of the Separate Account to
compensate Hartford for mortality and expense risks that Hartford 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.

The mortality risk that Hartford 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 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 also assumes a mortality risk because the Contracts
guarantee a "death benefit" if the Contract 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 17
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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 Contract Owner may transfer
ownership of the Contract subject to Hartford's policies and procedures 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 before a new Beneficiary is designated.

These changes take effect as of the day the Written Notice was signed and
dated. Hartford 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 (in the application or
otherwise) is misstated, Hartford 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 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 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.

- ---------------------------------------------------
CHANGE OF CONTRACT TERMS

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

1. conform the Contract or the operations of Hartford or of the Separate
Account to the requirements of any law to which the Contract, Hartford 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 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. Any modification or waiver must be in writing. No agent may bind
Hartford by making any promise not contained in the Contract.

- ---------------------------------------------------
REPORTS TO CONTRACT OWNERS

Hartford 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 Commission or the
insurance supervisory official of the jurisdiction in which the Contract is
issued.

Hartford 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 and Hartford does not pay dividends on the Contract.

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

<PAGE>
18 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

CONTRACT APPLICATION OR ORDER REQUEST. Hartford 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 considers statements
made in the application or order request to be representations and not
warranties. Hartford 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 will not contest the Contract.

- ---------------------------------------------------
VOTING PRIVILEGES

In accordance with current interpretations of applicable law, Hartford 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 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 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's understanding of current federal
income tax laws as they are currently interpreted.

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

TAXATION OF HARTFORD AND
THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 19
- --------------------------------------------------------------------------------

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 Contract 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,
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.

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 Annuity 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
<PAGE>
20 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 (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. 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 Hartford does not have direct control over the Funds in which
the Separate Account invests, Hartford 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 21
- --------------------------------------------------------------------------------

owners were not owners of separate account assets. For example, the Contract
Owner 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 a Contract Owner
being treated as the owner of the assets of the Separate Account. In addition,
Hartford 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 therefore reserves the right to modify the Contract as necessary
to attempt to prevent the Contract 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 Contract 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 Contract Owner's death; and (b) if any Contract 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 Contract Owner's death.
These requirements will be considered satisfied as to any portion of the
Contract 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
Contract 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
Contract 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 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 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. Contract 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 is not bound by the terms and conditions of such
plans to the extent such terms conflict with the Contract, unless Hartford
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 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 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,
<PAGE>
22 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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.

- ---------------------------------------------------
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, Hartford 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. 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 this Prospectus. Further, the federal income tax
consequences discussed herein reflect Hartford'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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 23
- --------------------------------------------------------------------------------

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, CT 06070, is principal underwriter and
distributor of the Contracts. HSD is an affiliate of Hartford, is registered
with the Commission as a broker-dealer, and is a member of the National
Association of Securities Dealers, Inc. Hartford pays HSD for acting as
principal underwriter under a distribution agreement. The Contracts are offered
on a continuous basis and Hartford does not anticipate discontinuing the offer.

Applications for Contracts are solicited by agents who are licensed by
applicable state insurance authorities to sell Hartford'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.

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

EXPERTS

The audited consolidated financial statements and financial statement
schedules included in this Prospectus and elsewhere in the registration
statement have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
herein in reliance upon the authority of said firm as experts in giving said
report. Reference is made to said report on the consolidated financial
statements of Hartford Life Insurance Company, which includes an explanatory
paragraph with respect to the change in method of accounting for debt and equity
securities as of January 1, 1994, as discussed in Note 2 of Notes to
Consolidated Financial Statements. The principal business address of Arthur
Andersen LLP is One Financial Plaza, Hartford, Connecticut 06103.

<PAGE>
24 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
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: -1.85%, 4.15%, and 10.15%.) These are
hypothetical rates of return and, of course, Hartford 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 .6% of their average daily net assets. This is the weighted
average of Fund expenses shown in the fee table on page 16. 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 payments for 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.

Upon request Hartford 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.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 25
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Payments Guaranteed for 20 Annuity Payment Frequency: Monthly
Years
Premium Tax Charge: None
</TABLE>

The average monthly Variable Annuity Payments for each year shown in 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.

GRAPH

GUARANTEED PAYMENTS FOR 20 YEARS ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of the
Contract as the horizontal axis and dollar amounts ($0 through $1,800 in $200
increments) as the vertical axis, depicting three lines, each representing
payments for one of the three available Assumed Investment Returns (0% rate, 6%
rate and 12% rate).]

<PAGE>
26 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Life Annuity Annuity Payment Frequency: Monthly
Premium Tax Charge: None
</TABLE>

GRAPH

LIFE ANNUITY PAYMENT OPTION

[Line graph with number of years (one through thirty-five) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through $4,000 in
$500 increments) as the vertical axis, depicting three lines, each representing
payments for one of the three available Assumed Investment Returns (0% rate, 6%
rate and 12% rate).]

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 27
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Life Annuity with Payments Annuity Payment Frequency: Monthly
Guaranteed for 20 Years
Premium Tax Charge: None
</TABLE>

GRAPH

LIFE ANNUITY WITH 20 YEARS OF GUARANTEED PAYMENTS ANNUITY PAYMENT OPTION

[Line graph with number of years (one through thirty-five) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through $3,500 in
$500 increments) as the vertical axis, depicting three lines, each representing
payments for one of the three available Assumed Investment Returns (0% rate, 6%
rate and 12% rate).]

<PAGE>
28 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Joint and Last Survivor Annuity Payment Frequency: Monthly
Premium Tax Charge: None
</TABLE>

GRAPH

JOINT AND LAST SURVIVOR LIFE ANNUITY PAYMENT OPTION

[Line graph with number of years (one through thirty-five) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through $3,000 in
$500 increments) as the vertical axis, depicting three lines, each representing
payments for one of the three available Assumed Investment Returns (0% rate, 6%
rate and 12% rate).]

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 29
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Joint and Last Survior Annuity Payment Frequency: Monthly
Life Annuity with
Payments Guaranteed for
20 Years
Premium Tax Charge: None
</TABLE>

GRAPH

JOINT AND LAST SURVIVOR WITH 20 YEARS OF
GUARANTEED PAYMENTS ANNUITY PAYMENT OPTION

<PAGE>
30 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Life with Cash Refund Annuity Payment Frequency: Monthly
Premium Tax Charge: None
</TABLE>

GRAPH

LIFE WITH CASH REFUND ANNUITY PAYMENT OPTION

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 31
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
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 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.

The Annuity Payments illustrated reflect the deduction of all fees and
expenses. 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 Annuity
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.

Upon request Hartford 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.

<PAGE>
32 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: Same as fund inception
date
Annuity Payment Option: Guaranteed Payments for 20 Annuity Payment Frequency: Monthly
Years
Premium Tax Charge: None
</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.

GRAPHS

GUARANTEED PAYMENTS FOR 20 YEARS ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of the
Contract as the horizontal axis and dollar amounts ($0 through $2,000 in $500
increments) as the vertical axis, depicting three lines, each representing
payments based on the historic performance of the Hartford Advisers Fund, the
Hartford Capital Appreciation Fund and the Hartford Index Fund, respectively.]

GUARANTEED PAYMENTS FOR 20 YEARS ANNUITY PAYMENT OPTION

Life with Cash Refund Annuity Payment Option

[Line graph with number of years (one through twenty) since issue of the
Contract as the horizontal axis and dollar amounts ($0 through $1,000 in $500
increments) as the vertical axis, depicting two lines, each representing
payments based on the historic performance of the Hartford Mortgage Securities
Fund and the Hartford Stock Fund, respectively.]

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 33
- --------------------------------------------------------------------------------

Life with Cash Refund Annuity Payment Option

[Line graph with number of years (one through twenty) since issue of the
Contract as the horizontal axis and dollar amounts ($0 through $1,000 in $100
increments) as the vertical axis, depicting two lines, each representing
payments based on the historic performance of the HVA Money Market Fund and the
Hartford International Opportunities Fund, respectively.]

GUARANTEED PAYMENTS FOR 20 YEARS ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of the
Contract as the horizontal axis and dollar amounts ($0 through $1,200 in $200
increments) as the vertical axis, depicting three lines, each representing
payments based on the historic performance of the Hartford Dividend and Growth
Fund, the Hartford Bond Fund and the Hartford Advisers Fund, respectively.]

<PAGE>
34 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: Same as fund inception
date
Annuity Payment Option: Life with Cash Refund Annuity Payment Frequency: Monthly
Premium Tax Charge: None
</TABLE>

GRAPHS

Life with Cash Refund Annuity Payment Option

[Line graph with number of years (one through twenty) since issue of the
Contract as the horizontal axis and dollar amounts ($0 through $2,000 in $200
increments) as the vertical axis, depicting three lines, each representing
payments based on the historic performance of the Hartford Advisers Fund, the
Hartford Capital Appreciation Fund and the Hartford Index Fund, respectively.]

Life with Cash Refund Annuity Payment Option

[Line graph with number of years (one through twenty) since issue of the
Contract as the horizontal axis and dollar amounts ($0 through $1,000 in $200
increments) as the vertical axis, depicting three lines, each representing
payments based on the historic performance of the HVA Money Market Fund and the
Hartford International Opportunities Fund, respectively.]

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 35
- --------------------------------------------------------------------------------

Life with Cash Refund Annuity Payment Option

[Line graph with number of years (one through twenty) since issue of the
Contract as the horizontal axis and dollar amounts ($0 through $2,500 in $500
increments) as the vertical axis, depicting two lines, each representing
payments based on the historic performance of the Hartford Mortgage Securities
Fund and the Hartford Stock Fund, respectively.]

Life with Cash Refund Annuity Payment Option

<PAGE>
36 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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

TABLE OF CONTENTS
FOR
STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
VARIABLE ANNUITY PAYMENTS.............................................
Annuity Unit Value..................................................
Illustration of Calculation of Annuity Unit Value...................
Illustration of Variable Annuity Payments...........................
OTHER INFORMATION.....................................................
Illustrations of Annuity Payments Assuming Hypothetical Rates of
Return.............................................................
Illustrations of Annuity Payments Using Historic Rates of Return....
</TABLE>
<PAGE>

PART B

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

Individual Single Premium 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 ("HARTFORD") 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.

TABLE OF CONTENTS

VARIABLE ANNUITY PAYMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . .

Annuity Unit Value . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Illustration of Calculation of Annuity Unit Value. . . . . . . . . . . . .

Illustration of Variable Annuity Payments. . . . . . . . . . . . . . . . .

OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Illustrations of Annuity Payments Assuming Hypothetical Rates of Return. .

Illustrations of Annuity Payments Using Historic Rates of Return . . . . .

<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 1.000080986,
1.00010746, and 1.000159654, 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% 1.00013368
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

<PAGE>

5. First monthly Annuity Payment (3)x(4)/1,000 $ 120.91
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 Securities and Exchange
Commission ("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: -1.85%, 4.15%, and 10.15%). These are
hypothetical rates of return and, of course, Hartford 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 .6% 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.

Upon request Hartford 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.

<PAGE>

The average monthly Variable Annuity Payments for each year 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 AVERAGE MONTHLY PAYMENT EACH YEAR AT THE FOLLOWING
HYPOTHETICAL ANNUAL RATES OF RETURNS:

0% 6% 12%
Income Payment Age (-1.85%) (4.15%) (10.15%)
- -------------- --- -------- ------- --------

1 65 $666 $684 $702
2 66 623 679 737
3 67 582 673 773
4 68 544 668 811
5 69 509 663 851
6 70 475 657 892
7 71 444 652 936
8 72 415 647 982
9 73 388 641 1,030

GRAPH

LIFE ANNUITY PAYMENT OPTION

[Line graph with number of years (one through thirty-five) since issue
of the Contract as the horizontal axis and dollar amounts ($0 through
$4,000 in $500 increments) as the vertical axis, depicting three lines,
each representing payments for one of the three available Assumed
Investment Returns (0% rate, 6% rate and 12% rate).]

<PAGE>

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Life Annuity With 20 Years Annuity Payment Frequency: Monthly
of Guaranteed Payments
Premium Tax Charge: None
</TABLE>

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

0% 6% 12%
Income Payment Age (-1.85%) (4.15%) (10.15%)
- -------------- --- -------- ------- --------

1 65 $578 $594 $609
2 66 540 589 639
3 67 505 584 670
4 68 472 579 703
5 69 441 575 738
6 70 413 570 774
7 71 386 566 812
8 72 360 561 852
9 73 337 556 894

GRAPH

LIFE ANNUITY WITH 20 YEARS OF GUARANTEED PAYMENTS
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through thirty-five) since issue
of the Contract as the horizontal axis and dollar amounts ($0 through
$3,500 in $500 increments) as the vertical axis, depicting three lines,
each representing payments for one of the three available Assumed
Investment Returns (0% rate, 6% rate and 12% rate).]

<PAGE>

<TABLE>
<S> <C> <C> <C>
Annuitant:: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Joint and Last Survivor Annuity Payment Frequency: Monthly
Life Annuity
Premium Tax Charge: None
</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 AVERAGE MONTHLY PAYMENT EACH YEAR AT THE FOLLOWING
HYPOTHETICAL ANNUAL RATES OF RETURNS:

0% 6% 12%
Income Payment Age (-1.85%) (4.15%) (10.15%)
- -------------- --- -------- ------- --------

1 65 $543 $558 $572
2 66 508 553 600
3 67 475 549 630
4 68 444 544 661
5 69 415 540 693
6 70 388 536 727
7 71 362 531 763
8 72 339 527 800
9 73 317 523 840

GRAPH

JOINT AND LAST SURVIVOR LIFE ANNUITY
PAYMENT OPTION

[Line graph with number of years (one through thirty-five) since issue
of the Contract as the horizontal axis and dollar amounts ($0 through
$3,000 in $500 increments) as the vertical axis, depicting three lines,
each representing payments for one of the three available Assumed
Investment Returns (0% rate, 6% rate and 12% rate).]

<PAGE>

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Joint and Last Survivor Life Payment Frequency: Monthly
Annuity With 20 Years of Annuity
Guaranteed Payments
Premium Tax Charge: None
</TABLE>

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

0% 6% 12%
Income Payment Age (-1.85%) (4.15%) (10.15%)
- -------------- --- -------- ------- --------

1 65 $533 $548 $562
2 66 499 544 590
3 67 466 539 619
4 68 436 535 649
5 69 407 530 681
6 70 381 526 714
7 71 356 522 749
8 72 333 518 786
9 73 311 513 825

GRAPH

JOINT AND LAST SURVIVOR WITH 20 YEARS OF
GUARANTEED PAYMENTS ANNUITY PAYMENT OPTION

[Line graph with number of years (one through thirty-five) since issue
of the Contract as the horizontal axis and dollar amounts ($0 through
$3,000 in $500 increments) as the vertical axis, depicting three lines,
each representing payments for one of the three available Assumed
Investment Returns (0% rate, 6% rate and 12% rate).]

<PAGE>

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Guaranteed Payments for 20 Years Annuity Payment Frequency: Monthly
Annuity
Premium Tax Charge: None
</TABLE>

The Amount of the Average Monthly Payment Each Year at the Following
Hypothetical Annual Rates of Returns:

0% 6% 12%
Income Payment Age (-1.85%) (4.15%) (10.15%)
- -------------- --- -------- ------- --------

1 65 $631 $649 $665
2 66 590 643 698
3 67 552 638 732
4 68 516 633 768
5 69 482 628 806
6 70 451 623 845
7 71 421 618 887
8 72 394 613 931
9 73 368 608 976

GRAPH

GUARANTEED PAYMENTS FOR 20 YEARS
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$1,800 in $200 increments) as the vertical axis, depicting three lines,
each representing payments for one of the three available Assumed
Investment Returns (0% rate, 6% rate and 12% rate).]

<PAGE>

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: 2/1/97
Annuity Payment Option: Life with Cash Refund Payment Frequency: Monthly
Premium Tax Charge: None
</TABLE>

The Amount of the Average Monthly Payment Each Year at the Following
Hypothetical Annual Rates of Returns:

0% 6% 12%
Income Payment Age (-1.85%) (4.15%) (10.15%)
- -------------- --- -------- ------- --------

1 65 $617 $634 $650
2 66 577 629 682
3 67 539 623 715
4 68 504 618 751
5 69 471 613 787
6 70 440 608 826
7 71 411 603 867
8 72 385 599 909
9 73 359 594 954

GRAPH

LIFE WITH CASH REFUND ANNUITY PAYMENT OPTION

[Line graph with number of years (one through thirty-five) since issue
of the Contract as the horizontal axis and dollar amounts ($0 through
$3,500 in $500 increments) as the vertical axis, depicting three lines,
each representing payments for one of the three available Assumed
Investment Returns (0% rate, 6% rate and 12% rate).]

<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.

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 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.

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.

The Annuity Payments illustrated reflect the deduction of all fees and
expenses. 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.

Upon request Hartford 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.

<PAGE>

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: Same as fund
Annuity Payment Option: Guaranteed Payments inception date
for 20 Years Annuity Payment Frequency: Monthly
Premium Tax Charge: None
</TABLE>

The average monthly Variable Annuity Payments for each year 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 Age Advisers Capital Appreciation Index
- -------------- --- -------- -------------------- -----

1 65 $638 $699 $621
2 66 630 856 591
3 67 734 978 698
4 68 838 947 681
5 69 862 970 760
6 70 873 1,113 792
7 71 975 1,022 817
8 72 962 1,282 800
9 73 1,043 1,398 964

Variable Annuity Payments Based on Actual Returns After All Expenses:

Income Payment Age Money Market International Opp.
- -------------- --- ------------ ------------------

1 65 $667 $588
2 66 724 574
3 67 774 553
4 68 799 631
5 69 830 626
6 70 850 660
7 71 854
8 72 855
9 73 864

<PAGE>

Variable Annuity Payments Based on Actual Returns After All Expenses:
<TABLE>
<CAPTION>
Income Payment Age Bond Dividend & Growth International Advisers
- -------------- --- ---- ----------------- ----------------------
<S> <C> <C> <C> <C>
1 65 $644 $644 $691
2 66 633 736
3 67 609
4 68 602
5 69 634
6 70 737
7 71 719
8 72 780
9 73 879
</TABLE>

Variable Annuity Payments Based on Actual Returns After All Expenses:

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

1 65 $685 $646
2 66 753 652
3 67 751 734
4 68 760 889
5 69 780 822
6 70 805 1,015
7 71 856 1,005
8 72 890 1,057
9 73 893 1,261

GRAPHS

GUARANTEED PAYMENTS FOR 20 YEARS ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$2,000 in $500 increments) as the vertical axis, depicting three lines,
each representing payments based on the historic performance of the
Hartford Advisers Fund, the Hartford Capital Appreciation Fund and the
Hartford Index Fund, respectively.]

<PAGE>

GUARANTEED PAYMENTS FOR 20 YEARS
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$1,000 in $100 increments) as the vertical axis, depicting two lines,
each representing payments based on the historic performance of the
HVA Money Market Fund and the Hartford International Opportunities Fund,
respectively.]

GUARANTEED PAYMENTS FOR 20 YEARS
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$1,200 in $200 increments) as the vertical axis, depicting three lines,
each representing payments based on the historic performance of the
Hartford Dividend and Growth Fund, the Hartford Bond Fund and the
Hartford International Advisers Fund, respectively.]

<PAGE>

GUARANTEED PAYMENTS FOR 20 YEARS
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$2,500 in $500 increments) as the vertical axis, depicting two lines,
each representing payments based on the historic performance of the
Hartford Mortgage Securities Fund and the Hartford Stock Fund,
respectively.]

<PAGE>

<TABLE>
<S> <C> <C> <C>
Annuitant: John Doe Premium Payment: $100,000
Age: 65 Contract Issue Date: Same as fund
Annuity Payment Option: Life Annuity with Cash Refund inception date
Premium Tax Charge: None Annuity Payment Frequency: Monthly
</TABLE>

Variable Annuity Payments Based on Actual Returns After All Expenses:

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

1 65 $624 $683 $607
2 66 616 836 577
3 67 717 956 682
4 68 819 925 665
5 69 842 948 742
6 70 853 1,087 773
7 71 953 998 798
8 72 940 1,252 782
9 73 1,019 1,365 942

Variable Annuity Payments Based on Actual Returns After All Expenses:

Income Payment Age Money Market International Opp.
- -------------- --- ------------ ------------------

1 65 $651 $575
2 66 707 561
3 67 756 540
4 68 781 617
5 69 811 612
6 70 830 645
7 71 834
8 72 835
9 73 844

Variable Annuity Payments Based on Actual Returns After All Expenses:

<TABLE>
<CAPTION>
Income Payment Age Bond Dividend & Growth International Advisers
- -------------- --- ---- ----------------- ----------------------
<S> <C> <C> <C> <C>
1 65 $629 $629 $675
2 66 618 719
3 67 595
4 68 589
5 69 619
6 70 720
7 71 702
8 72 762
9 73 859
</TABLE>

<PAGE>

Variable Annuity Payments Based on Actual Returns After All Expenses:

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

1 65 $670 $631
2 66 736 637
3 67 734 717
4 68 743 868
5 69 762 803
6 70 786 992
7 71 836 982
8 72 869 1,033
9 73 872 1,232

<PAGE>

GRAPHS

LIFE WITH CASH REFUND
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$2,000 in $200 increments) as the vertical axis, depicting three lines,
each representing payments based on the historic performance of the
Hartford Advisers Fund, the Hartford Capital Appreciation Fund and the
Hartford Index Fund, respectively.]

LIFE WITH CASH REFUND
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$1,000 in $200 increments) as the vertical axis, depicting two lines,
each representing payments based on the historic performance of the
HVA Money Market Fund and the Hartford International Opportunities Fund,
respectively.]

<PAGE>

GRAPHS

LIFE WITH CASH REFUND
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$2,500 in $500 increments) as the vertical axis, depicting three lines,
each representing payments based on the historic performance of the
Hartford Dividend and Growth Fund, the Hartford Bond Fund and the
Hartford International Advisers Fund, respectively.]

LIFE WITH CASH REFUND
ANNUITY PAYMENT OPTION

[Line graph with number of years (one through twenty) since issue of
the Contract as the horizontal axis and dollar amounts ($0 through
$2,500 in $500 increments) as the vertical axis, depicting two lines,
each representing payments based on the historic performance of the
Hartford Mortgage Securities Fund and the Hartford Stock Fund,
respectively.]

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1996 and 1995, and the related consolidated statements of income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1996. These consolidated financial statements and the
schedules referred to below are the responsibility of Hartford Life Insurance
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and schedules based on our audits.

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

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1996 and
1995, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1996 in conformity with generally
accepted accounting principles.

As discussed in Note 2 of Notes to Consolidated Financial Statements, Hartford
Life Insurance Company adopted a new accounting standard promulgated by the
Financial Accounting Standards Board, changing its method of accounting, as of
January 1, 1994, for debt and equity securities.

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

ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 10, 1997

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1996 1995 1994
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Premiums and other considerations............... $1,705 $1,487 $1,100
Net investment income........................... 1,397 1,328 1,292
Net realized capital (losses) gains............. (213) (11) 7
------ ------ ------
Total Revenues................................ 2,889 2,804 2,399
------ ------ ------
Benefits, Claims and Expenses
Benefits, claims and claim adjustment
expenses....................................... 1,535 1,422 1,405
Amortization of deferred policy acquisition
costs.......................................... 234 199 145
Dividends to policyholders...................... 635 675 419
Other insurance expenses........................ 427 317 227
------ ------ ------
Total Benefits, Claims and Expenses........... 2,831 2,613 2,196
------ ------ ------
Income before income tax expense................ 58 191 203
Income tax expense.............................. 20 62 65
------ ------ ------
Net income........................................ $ 38 $ 129 $ 138
------ ------ ------
------ ------ ------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of the above statements.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF DECEMBER
31,
-----------------
1996 1995
------- -------
<S> <C> <C>
(IN MILLIONS
EXCEPT SHARE
DATA)
Assets
Investments
Fixed maturities, available for sale, at fair
value (amortized cost $13,579 and $14,440)..... $13,624 $14,400
Equity securities, available for sale, at fair
value.......................................... 119 63
Policy loans, at outstanding balance............ 3,836 3,381
Mortgage loans, at outstanding balance.......... 2 265
Other investments, at cost...................... 54 156
------- -------
Total investments............................. 17,635 18,265
Cash............................................ 43 46
Premiums and amounts receivable................. 137 165
Accrued investment income....................... 407 394
Reinsurance recoverable......................... 6,066 6,221
Deferred policy acquisition costs............... 2,760 2,188
Deferred income tax............................. 474 420
Other assets.................................... 357 234
Separate account assets......................... 49,690 36,264
------- -------
Total assets.................................. $77,569 $64,197
------- -------
------- -------
Liabilities
Future policy benefits.......................... $ 2,281 $ 2,373
Other policyholder funds........................ 22,134 22,598
Other liabilities............................... 1,572 1,233
Separate account liabilities.................... 49,690 36,264
------- -------
Total liabilities............................. 75,677 62,468
------- -------
Stockholder's Equity
Common stock, $5,690 par value, 1,000 shares
authorized, issued and outstanding............. 6 6
Capital surplus................................. 1,045 1,007
Net unrealized capital gain (loss) on
investments, net of tax........................ 30 (57)
Retained earnings............................... 811 773
------- -------
Total stockholder's equity.................... 1,892 1,729
------- -------
Total liabilities and stockholder's equity...... $77,569 $64,197
------- -------
------- -------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of the above statements.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
NET UNREALIZED
CAPITAL GAIN
(LOSS) ON TOTAL
COMMON CAPITAL INVESTMENTS, RETAINED STOCKHOLDER'S
STOCK SURPLUS NET OF TAX EARNINGS EQUITY
------ -------------- -------------- -------- -------------
<S> <C> <C> <C> <C> <C>
(IN MILLIONS)
Balance, December 31, 1993.............. $6 $ 676 $ (5) $516 $1,193
Net income............................ -- -- -- 138 138
Dividends declared on common stock.... -- -- -- (10) (10)
Capital contribution.................. -- 150 -- -- 150
Change in net unrealized capital loss
on investments, net of tax(1)........ -- -- (649) -- (649)
--
------ ------ -------- ------
Balance, December 31, 1994.............. 6 826 (654) 644 822
Net income............................ -- -- -- 129 129
Capital contribution.................. -- 181 -- -- 181
Change in net unrealized capital gain
on investments, net of tax........... -- -- 597 -- 597
--
------ ------ -------- ------
Balance, December 31, 1995.............. 6 1,007 (57) 773 1,729
Net income............................ -- -- -- 38 38
Capital contribution.................. -- 38 -- -- 38
Change in net unrealized capital gain
on investments, net of tax........... -- -- 87 -- 87
--
------ ------ -------- ------
Balance, December 31, 1996.............. $6 $1,045 $ 30 $811 $1,892
--
--
------ ------ -------- ------
------ ------ -------- ------
</TABLE>

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

(1) The 1994 change in net unrealized capital loss on investments, net of tax,
includes a gain of $91 due to the adoption of SFAS No. 115 as discussed in
Note 2(b) of Notes to Consolidated Financial Statements.

The accompanying notes to consolidated financial statements are an integral part
of the above statements.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
--------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
(IN MILLIONS)
Operating Activities
Net income............................ $ 38 $ 129 $ 138
Adjustments to net income:
Net realized capital losses (gains) on
sale of investments.................. 213 11 (7)
Net amortization of premium on fixed
maturities........................... 14 21 41
Increase in deferred income taxes..... (102) (172) (128)
Increase in deferred policy
acquisition costs.................... (572) (379) (441)
Decrease (increase) in premiums and
amounts receivable................... 10 (81) 10
Increase in accrued investment
income............................... (13) (16) (106)
(Increase) decrease in other assets... (132) (177) 101
Decrease (increase) in reinsurance
recoverable.......................... 179 (35) 75
(Decrease) increase in liability for
future policy benefits............... (92) 483 224
Increase in other liabilities......... 477 281 191
-------- -------- --------
Cash provided by operating
activities......................... 20 65 98
-------- -------- --------
Investing Activities
Purchases of fixed maturity
investments.......................... (5,747) (6,228) (9,127)
Sales of fixed maturity investments... 3,459 4,845 5,713
Maturities and principal paydowns of
fixed maturity investments........... 2,693 1,741 1,931
Net purchase of other investments..... (107) (871) (1,338)
Net sales (purchases) of short-term
investments.......................... 84 (24) 135
-------- -------- --------
Cash provided by (used for)
investing activities............... 382 (537) (2,686)
-------- -------- --------
Financing Activities
Capital contribution.................. 38 -- 150
Dividends paid........................ -- -- (10)
Net (disbursements for) receipts from
investment and universal life-type
contracts (charged from) credited to
policyholder accounts................ (443) 498 2,467
-------- -------- --------
Cash (used for) provided by
financing activities............... (405) 498 2,607
-------- -------- --------
Net (decrease) increase in cash....... (3) 26 19
Cash--beginning of year............... 46 20 1
-------- -------- --------
Cash--end of year....................... $ 43 $ 46 $ 20
-------- -------- --------
-------- -------- --------
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of the above statements.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 1996
(IN MILLIONS)

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

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

These consolidated financial statements include Hartford Life Insurance
Company and its wholly-owned subsidiaries (the "Company"), ITT Hartford Life and
Annuity Insurance Company ("ILA") and ITT Hartford International Life
Reassurance Corporation ("HLRe"), formerly American Skandia Life Reinsurance
Corporation. The Company is a wholly-owned subsidiary of Hartford Life and
Accident Insurance Company ("HLA"), a wholly-owned subsidiary of Hartford Life,
Inc. ("Hartford Life"), a direct subsidiary of Hartford Accident and Indemnity
Company, an indirect subsidiary of ITT Hartford Group, Inc. ("The Hartford").
Hartford Life was formed on December 13, 1996 and capitalized on December 16,
1996 with the contribution of all the outstanding common stock of HLA. On
February 10, 1997, The Hartford, the ultimate parent of Hartford Life, announced
its intention to sell up to 20% of Hartford Life during the second quarter of
1997. Management believes that this transaction will not have a material impact
on the operations of the Company (See Note 11).

On December 19, 1995, ITT Industries, Inc. (formerly ITT Corporation)("ITT")
distributed all the outstanding shares of capital stock of The Hartford to ITT
stockholders of record on such date (the transactions relating to such
distribution are referred to herein as the "ITT Spin-off"). As a result of the
ITT Spin-off, The Hartford became an independent, publicly traded company.

The Company is a leading insurance and financial services company which
provides: (a) investment products such as individual variable annuities and
fixed market value adjusted annuities, deferred compensation plan services and
mutual funds for savings and retirement needs; (b) life insurance for income
protection and estate planning; and (c) employee benefits products such as
corporate owned life insurance.

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

2. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

These financial statements present the financial position, results of
operations and cash flows of the Company, and all material intercompany
transactions and balances between Hartford Life Insurance Company and its
subsidiaries have been eliminated. The consolidated financial statements are
prepared on a basis of generally accepted accounting principles which differ
materially from the statutory accounting prescribed by various insurance
regulatory authorities.

The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

(B) CHANGES IN ACCOUNTING PRINCIPLES

On November 14, 1996, the Emerging Issues Task Force ("EITF") reached a
consensus on Issue No. 96-12, "Recognition of Interest Income and Balance Sheet
Classification of Structured Notes". This Issue requires companies to record
income on certain structured securities on a retrospective interest method. The
Company adopted EITF No. 96-12 for structured securities acquired after November
14, 1996. Adoption of EITF No. 96-12 did not have a material effect on the
Company's financial condition or results of operations.

In June 1996, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishment of Liabilities".
This statement established criteria for determining whether transferred assets
should be accounted for as sales or secured borrowings. Subsequently, in
December 1996, the FASB issued SFAS No. 127, "Deferral of Effective Date of
Certain Provisions of FASB Statement No. 125", which defers the effective date
of certain provisions of SFAS No. 125 for one year. Adoption of SFAS No. 125 is
not expected to have a material effect on the Company's financial condition or
results of operations.

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based
Compensation", which is effective in 1996. As permitted by SFAS No. 123, the
Company continues to measure compensation costs of employee stock option plans
(relating to options on common stock of The Hartford) using the intrinsic value
method prescribed by Accounting Principles Board Opinion No. 25. As of February
10, 1997, the Company had not adopted an employee stock compensation plan.
Certain officers of the Company participate in The Hartford's stock option plan.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Compensation costs allocated by The Hartford to the Company, as well as pro
forma compensation costs as determined under SFAS No. 123, were immaterial to
the results of operations for 1996 and 1995.

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

Revenues for universal life policies and investment products consist of
policy charges for the cost of insurance, policy administration and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance policies
are recognized as revenues when they are due from policyholders.

(D) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS

Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.

(E) DEFERRED POLICY ACQUISITION COSTS

Policy acquisition costs, including commissions and certain underwriting
expenses associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, generally 20 years. Generally, acquisition
costs are deferred and amortized using the retrospective deposit method. Under
the retrospective deposit method, acquisition costs are amortized in proportion
to the present value of expected gross profits from surrender charges,
investment, mortality and expense margins. Actual gross profits can vary from
management's estimates resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
reestimated and readjusted by a cumulative charge or credit to income.

(F) POLICYHOLDER REALIZED CAPITAL GAINS AND LOSSES

Realized capital gains and losses on security transactions associated with
the Company's immediate participation guaranteed contracts are excluded from
revenues and deferred, since under the terms of the contracts the realized gains
and losses will be credited to policyholders in future years as they are
entitled to receive them.

(G) FOREIGN CURRENCY TRANSLATION

Foreign currency translation gains and losses are reflected in stockholder's
equity. Balance sheet accounts are translated at the exchange rates in effect at
each year end and income statement accounts are translated at the average rates
of exchange prevailing during the year. The national currencies of international
operations are generally their functional currencies.

(H) INVESTMENTS

The Company's investments in fixed maturities include bonds, redeemable
preferred stock and commercial paper which are classified as
"available-for-sale" and accordingly are carried at fair value with the
after-tax difference from cost reflected as a component of stockholder's equity
designated as "Net unrealized capital gain (loss) on investments, net of tax".
Equity securities, which include common and non-redeemable preferred stocks, are
carried at fair value with the after-tax difference from cost reflected in
stockholder's equity. Policy and mortgage loans are each carried at their
outstanding balance which approximates fair value. Investments in partnerships
and trusts are carried at cost. Net realized capital gains (losses), after
deducting the policyholders' share, are reported as a component of revenue and
are determined on a specific identification basis.

The Company's accounting policy for impairment recognition requires
recognition of an other than temporary impairment charge on a security if it is
determined that the Company is unable to recover all amounts due under the
contractual obligations of the security. In addition, the Company has
established specific criteria to be used in the

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

impairment evaluation of an individual portfolio of assets. Specifically, if the
asset portfolio is supporting a runoff operation, is forced to be liquidated
prior to maturity to meet liability commitments, and has fair value below
amortized cost, which will not materially fluctuate as a result of future
interest rate changes, then an other than temporary impairment condition has
been determined to have occurred. Each individual security within that portfolio
is evaluated to determine whether or not it is impaired. Once an impairment
charge has been recorded, the Company then continues to review the individual
impaired securities for appropriate valuation on an ongoing basis.

During 1996, it was determined that certain individual securities within the
investment portfolio supporting the Company's closed block of guaranteed rate
contracts ("Closed Book GRC") were impaired. With the initiation of certain
hedge transactions, which eliminated the possibility that the fair value of the
Closed Book GRC investments would recover to their current amortized cost, an
other than temporary impairment loss of $88 after tax was determined to have
occurred and was recorded.

(I) DERIVATIVE FINANCIAL INSTRUMENTS

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

Derivatives must be designated at inception as a hedge and measured for
effectiveness both at inception and on an ongoing basis. The Company's minimum
correlation threshold for hedge designation is 80%. If correlation, which is
assessed monthly and measured based on a rolling three month average, falls
below 80%, hedge accounting will be terminated. Derivatives used to create a
synthetic asset must meet synthetic accounting criteria including designation at
inception and consistency of terms between the synthetic and the instrument
being replicated. Interest rate swaps are the primary type of derivatives used
to convert London interbank offered quotations for U.S. dollar deposits
("LIBOR") based variable rate instruments to fixed rate instruments. Synthetic
instrument accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is intended to
replicate. Derivatives which fail to meet risk management criteria are marked to
market with the impact reflected in the Consolidated Statements of Income.

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

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

The cost of purchased options and/or premiums received on covered written
options, entered into as part of an asset/liability management strategy, is/are
adjusted into the cost basis of the underlying asset or liability and amortized
over the remaining life of the hedge. Gains or losses on expiration or
termination of the hedge are adjusted into the basis of the underlying asset or
liability and amortized over the remaining asset life. The Company had no
written options as of December 31, 1996 and 1995.

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

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

(J) RELATED PARTY TRANSACTIONS

Transactions of the Company with HLA and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees and
payment of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by Hartford Fire Insurance Company, an
indirect subsidiary of The Hartford ("Hartford Fire"). Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which, depending on the type, are allocated based on either
a percentage of direct expenses or on utilization. Indirect expenses allocated
to the Company by Hartford Fire were $40, $45 and $41 in 1996, 1995 and 1994,
respectively. Management of the Company believes that the methods used are
reasonable. In addition, the Company was charged its share of costs allocated to
The Hartford by ITT prior to the ITT Spin-off, which were immaterial in 1995 and
1994. The Company had a receivable from The Hartford of $1 and a payable to The
Hartford of $2 at December 31, 1996 and 1995, respectively.

In 1996, the Company ceded approximately $33.3 billion of group life
insurance in force and $318 million of disability premium to HLA and assumed
$8.5 billion of individual life insurance in force from HLA.

On June 30, 1995, the ownership of ITT Lyndon Insurance Company was
transferred to the Company via a capital contribution of $181 million,
representing the net assets of the company. Also, in 1996, the Company received
a capital contribution of $37.5 million from its parent HLA.

(K) DIVIDENDS TO POLICYHOLDERS

Certain life insurance policies contain dividend payment provisions that
enable the policyholder to participate in the earnings of the life insurance
subsidiaries of the Company. The participating insurance in force accounted for
44%, 41%, and 43% in 1996, 1995, and 1994, respectively, of total life insurance
in force.

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

3. INVESTMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Interest income................ $ 1,452 $ 1,338 $ 1,247
(Losses) income from other
investments................... (42) 1 54
--------- --------- ---------
Gross investment income........ 1,410 1,339 1,301
Less: Investment expenses...... 13 11 9
--------- --------- ---------
Net investment income.......... $ 1,397 $ 1,328 $ 1,292
--------- --------- ---------
--------- --------- ---------
</TABLE>

(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Fixed maturities............... $ (201) $ 23 $ (34)
Equity securities.............. 2 (6) (11)
Real estate and other.......... (4) (25) 47
Less: (Increase) decrease in
liability to policyholders for
realized capital gains
(losses)...................... (10) (3) 5
--------- --------- ---------
Net realized capital (losses)
gains......................... $ (213) $ (11) $ 7
--------- --------- ---------
--------- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-----------------------------------
1996 1995 1994
----- ----- ---------
<S> <C> <C> <C>
Gross unrealized gains........... $ 13 $ 4 $ 2
Gross unrealized losses.......... (1) (2) (11)
--- --- ---------
Net unrealized capital gains
(losses)........................ 12 2 (9)
Deferred income tax liability
(asset)......................... 4 1 (3)
--- --- ---------
Net unrealized capital gains
(losses), after tax............. 8 1 (6)
Balance beginning of year........ 1 (6) (5)
--- --- ---------
Change in net unrealized capital
gains (losses) on investments... $ 7 $ 7 $ (1)
--- --- ---------
--- --- ---------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER
31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Gross unrealized gains..................................................................................... $ 386 $ 529
Gross unrealized losses.................................................................................... (341) (569)
Unrealized (gains) losses credited to policyholders........................................................ (11) (52)
--------- ---------
Net unrealized capital gains (losses)...................................................................... 34 (92)
Deferred income tax liability (asset)...................................................................... 12 (34)
--------- ---------
Net unrealized capital gains (losses), after tax........................................................... 22 (58)
Balance beginning of year.................................................................................. (58) (648)
--------- ---------
Change in net unrealized capital gains (losses) on investments............................................. $ 80 $ 590
--------- ---------
--------- ---------

1994
---------
<S> <C>
Gross unrealized gains..................................................................................... $ 150
Gross unrealized losses.................................................................................... (1,185)
Unrealized (gains) losses credited to policyholders........................................................ 37
---------
Net unrealized capital gains (losses)...................................................................... (998)
Deferred income tax liability (asset)...................................................................... (350)
---------
Net unrealized capital gains (losses), after tax........................................................... (648)
Balance beginning of year.................................................................................. 161
---------
Change in net unrealized capital gains (losses) on investments............................................. $ (809)
---------
---------
</TABLE>

(E) COMPONENTS OF FIXED MATURITIES INVESTMENTS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
---------------------------------
GROSS UNREALIZED
AMORTIZED --------------------
COST GAINS LOSSES
----------- --------- ---------
<S> <C> <C> <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............ $ 166 $ 12 $ (3)
U.S. government and government agencies and authorities (guaranteed and
sponsored)--asset-backed..................................................................... 1,970 161 (128)
States, municipalities and political subdivisions............................................. 373 6 (11)
International governments..................................................................... 281 12 (4)
Public utilities.............................................................................. 877 12 (8)
All other corporate including international................................................... 4,656 120 (107)
All other corporate--asset-backed............................................................. 3,601 49 (59)
Short-term investments........................................................................ 1,655 14 (21)
----------- --------- ---------
Total fixed maturities.................................................................... $ 13,579 $ 386 $ (341)
----------- --------- ---------
----------- --------- ---------

AS OF DECEMBER 31, 1995
---------------------------------
GROSS UNREALIZED
AMORTIZED --------------------
COST GAINS LOSSES
----------- --------- ---------
<S> <C> <C> <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............ $ 502 $ 4 $ (9)
U.S. government and government agencies and authorities (guaranteed and
sponsored)--asset-backed..................................................................... 3,568 210 (387)
States, municipalities and political subdivisions............................................. 201 4 (3)
International governments..................................................................... 291 19 (4)
Public utilities.............................................................................. 949 29 (2)
All other corporate including international................................................... 3,065 76 (55)
All other corporate--asset-backed............................................................. 5,056 187 (109)
Short-term investments........................................................................ 808 -- --
----------- --------- ---------
Total fixed maturities.................................................................... $ 14,440 $ 529 $ (569)
----------- --------- ---------
----------- --------- ---------

FAIR
VALUE
---------
<S> <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............ $ 175
U.S. government and government agencies and authorities (guaranteed and
sponsored)--asset-backed..................................................................... 2,003
States, municipalities and political subdivisions............................................. 368
International governments..................................................................... 289
Public utilities.............................................................................. 881
All other corporate including international................................................... 4,669
All other corporate--asset-backed............................................................. 3,591
Short-term investments........................................................................ 1,648
---------
Total fixed maturities.................................................................... $ 13,624
---------
---------

FAIR
VALUE
---------
<S> <C>
U.S. government and government agencies and authorities (guaranteed and sponsored)............ $ 497
U.S. government and government agencies and authorities (guaranteed and
sponsored)--asset-backed..................................................................... 3,391
States, municipalities and political subdivisions............................................. 202
International governments..................................................................... 306
Public utilities.............................................................................. 976
All other corporate including international................................................... 3,086
All other corporate--asset-backed............................................................. 5,134
Short-term investments........................................................................ 808
---------
Total fixed maturities.................................................................... $ 14,400
---------
---------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

The amortized cost and fair value of fixed maturities at December 31, 1996,
by maturity, are shown below. Asset-backed securities, including mortgage-backed
securities and collateralized mortgage obligations, are distributed to maturity
year based on the Company's estimates of the rate of future prepayments of
principal over the remaining lives of such securities. These estimates are
developed using prepayment speeds reported in broker consensus data and can be
expected to vary from actual experience. Expected maturities differ from
contractual maturities due to call or prepayment provisions.

<TABLE>
<CAPTION>
MATURITY AMORTIZED COST FAIR VALUE
- -------------------------- -------------- -----------
<S> <C> <C>
One year or less.......... $ 2,632 $ 2,642
Over one year through five
years.................... 5,871 5,928
Over five years through
ten years................ 3,320 3,311
Over ten years............ 1,756 1,743
------- -----------
Total................. $ 13,579 $ 13,624
------- -----------
------- -----------
</TABLE>

Sales of fixed maturities excluding short-term fixed maturities for the
years ended December 31, 1996, 1995 and 1994 resulted in proceeds of $3,459,
$4,848 and $5,708, respectively, resulting in gross realized capital gains of
$87, $91 and $71, respectively, and gross realized capital losses (including
investment writedowns) of $298, $72 and $100, respectively, not including
policyholder gains and losses. Sales of equity securities for the years ended
December 31, 1996, 1995 and 1994 resulted in proceeds of $74, $64 and $159,
respectively, resulting in gross realized capital gains of $2, $28 and $3,
respectively, and gross realized capital losses of $0, $59 and $14,
respectively, not including policyholder gains and losses.

(F) CONCENTRATION OF CREDIT RISK

As of December 31, 1996, the Company had a reinsurance recoverable of $3.8
billion from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"),
supported by assets in a security trust of $3.8 billion (including policy loans
of $3.3 billion). The risk of Mutual Benefit becoming insolvent is mitigated by
the reinsurance agreement's requirement that the assets be kept in a security
trust with the Company as sole beneficiary. Excluding investments in U.S.
government and agencies, the Company has no other significant concentrations of
credit risk in fixed maturities.

(G) DERIVATIVE INVESTMENTS

Derivatives play an important role in facilitating the management of
interest rate risk, creating opportunities to fund product obligations hedging
against indexation risks that affect the value of certain liabilities and
adjusting broad investment risk characteristics when dictated by significant
changes in market risks. As an end user of derivatives, the Company uses a
variety of derivative financial instruments, including swaps, caps, floors,
forwards and exchange traded financial futures and options in order to hedge
exposure to price, foreign currency and/or interest rate risk on anticipated
investment purchases or existing assets and liabilities. The notional amounts of
derivative contracts represent the basis upon which pay and receive amounts are
calculated and are not reflective of credit risk for derivative contracts.
Credit risk for derivative contracts is limited to the amounts calculated to be
due to the Company on such contracts. The Company believes it maintains prudent
policies regarding the financial stability and credit standing of its major
counterparties and typically requires credit enhancement provisions to further
limit its credit risk. Many of these derivative contracts are bilateral
agreements that are not assignable without the consent of the relevant
counterparty. Notional amounts pertaining to derivative financial instruments
totaled $9.9 billion and $8.8 billion at December 31, 1996 and 1995,
respectively ($7.4 billion and $7.1 billion related to life insurance
investments and $2.5 billion and $1.7 billion related to life insurance
liabilities at December 31, 1996 and 1995, respectively).

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

The following table summarizes the Company's derivatives, segregated by
major categories, as of December 31, 1996 and 1995:

<TABLE>
<CAPTION>
AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING
LIABILITY HEDGES)
--------------------------------------------------
PURCHASED
TOTAL ISSUED CAPS OPTIONS,
CARRYING & CAPS &
1996 VALUE FLOORS(C) FLOORS(D) FUTURES(E)
- ------------------------------------------------------------------------ --------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Asset-backed securities (excluding inverse floaters and anticipatory)... $ 5,242 $ 500 $ 2,454 $ --
Inverse floaters(a)..................................................... 352 98 856 --
Anticipatory(g)......................................................... -- -- -- 132
Other bonds and notes................................................... 7,369 425 440 5
Short-term investments.................................................. 661 -- -- --
--------- ----------- ----------- -----
Total fixed maturities.............................................. 13,624 1,023 3,750 137
Equity securities, policy loans and other investments................... 4,011 -- -- --
--------- ----------- ----------- -----
Total investments................................................... $ 17,635 $ 1,023 $ 3,750 $ 137
--------- ----------- ----------- -----
--------- ----------- ----------- -----
Total derivatives-fair value(b)..................................... $ (10) $ 35 $ --
----------- ----------- -----
----------- ----------- -----

AMOUNTS HEDGED (NOTIONAL AMOUNTS) (EXCLUDING
LIABILITY HEDGES)
--------------------------------------------------
PURCHASED
TOTAL ISSUED CAPS OPTIONS,
CARRYING & CAPS &
1995 VALUE FLOORS(C) FLOORS(D) FUTURES(E)
- ------------------------------------------------------------------------ --------- ----------- ----------- -------------
<S> <C> <C> <C> <C>
Asset-backed securities (excluding inverse floaters and anticipatory)... $ 5,764 $ 118 $ 3,133 $ 322
Inverse floaters(a)..................................................... 711 560 354 6
Anticipatory(g)......................................................... -- -- -- 213
Other bonds and notes................................................... 7,118 33 66 322
Short-term investments.................................................. 807 -- -- --
--------- ----------- ----------- -----
Total fixed maturities.............................................. 14,400 711 3,553 863
Equity securities, policy loans and other investments................... 3,865 -- -- --
--------- ----------- ----------- -----
Total investments................................................... $ 18,265 $ 711 $ 3,553 $ 863
--------- ----------- ----------- -----
--------- ----------- ----------- -----
Total derivatives-fair value(b)..................................... $ (32) $ 46 $ --
----------- ----------- -----
----------- ----------- -----

INTEREST FOREIGN TOTAL
RATE CURRENCY NOTIONAL
1996 SWAPS(H) SWAPS(F) AMOUNT
- ------------------------------------------------------------------------ ----------- ----------- -----------
<S> <C> <C> <C>
Asset-backed securities (excluding inverse floaters and anticipatory)... $ 941 $ -- $ 3,895
Inverse floaters(a)..................................................... 346 -- 1,300
Anticipatory(g)......................................................... -- -- 132
Other bonds and notes................................................... 1,079 125 2,074
Short-term investments.................................................. -- -- --
----------- ----- -----------
Total fixed maturities.............................................. 2,366 125 7,401
Equity securities, policy loans and other investments................... 19 -- 19
----------- ----- -----------
Total investments................................................... $ 2,385 $ 125 $ 7,420
----------- ----- -----------
----------- ----- -----------
Total derivatives-fair value(b)..................................... $ (25) $ (9) $ (9)
----------- ----- -----------
----------- ----- -----------

INTEREST FOREIGN TOTAL
RATE CURRENCY NOTIONAL
1995 SWAPS(H) SWAPS(F) AMOUNT
- ------------------------------------------------------------------------ ----------- ----------- -----------
<S> <C> <C> <C>
Asset-backed securities (excluding inverse floaters and anticipatory)... $ 290 $ -- $ 3,863
Inverse floaters(a)..................................................... 681 -- 1,601
Anticipatory(g)......................................................... 25 -- 238
Other bonds and notes................................................... 757 187 1,365
Short-term investments.................................................. -- -- --
----------- ----- -----------
Total fixed maturities.............................................. 1,753 187 7,067
Equity securities, policy loans and other investments................... 18 -- 18
----------- ----- -----------
Total investments................................................... $ 1,771 $ 187 $ 7,085
----------- ----- -----------
----------- ----- -----------
Total derivatives-fair value(b)..................................... $ (108) $ (24) $ (118)
----------- ----- -----------
----------- ----- -----------
</TABLE>

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

(a) Inverse floaters are variations of collateralized mortgage obligations
("CMOs") for which the coupon rates move inversely with an index rate such
as LIBOR. The risk to principal is considered negligible as the underlying
collateral for the securities is guaranteed or sponsored by government
agencies. To address the volatility risk created by the coupon variability,
the Company uses a variety of derivative instruments, primarily interest
rate swaps and purchased caps and floors.

(b) The fair value of derivative instruments including swaps, caps, floors,
futures, options and forward commitments, was determined using a pricing
model which is validated through quarterly comparison to dealer quoted
market prices, for 1996 and dealer quoted prices for 1995.

(c) The 1996 data includes issued caps of $433 with a weighted average strike
rate of 8.21% (ranging from 7.0% to 9.5%) and over 93% maturing in 2000
through 2005. In addition, issued floors totaled $590, had a weighted
average strike rate of 5.17% (ranging from 5.00% to 7.85%) with all of them
maturing by the end of 2005. The 1995 data includes issued caps of $475 with
a weighted average strike rate of 8.5% (ranging from 7.0% to 10.4%) and over
85% maturing in 2000 through 2004. In addition, issued floors totaled $236,
had a weighted average strike rate of 8.1% (ranging from 5.3% to 10.9%) and
mature through 2007, with 76% maturing by 2004.

(d) The 1996 data includes purchased floors of $2.4 billion and purchased caps
of $1.3 billion. The floors had a weighted average strike rate of 5.84%
(ranging from 3.70% to 7.85%) and over 87% mature in 1997 through 1999. The
options mature in 1997. The caps had a weighted average strike rate of 7.59%
(ranging from 4.40% to 10.125%) and over 76% mature in 1997 through 2001.
The 1995 data includes purchased floors of $1.8 billion and purchased caps
of $1.7 billion. The floors had a weighted average strike price of 5.8%
(ranging from 3.7% to 6.8%) and over 85% mature in 1997 through 1999. The
caps had a weighted average strike price of 7.5% (ranging from 4.5% and
10.1%) and over 82% mature in 1997 through 1999.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

(e) As of December 31, 1996 and 1995, over 39% and 95%, respectively, of the
notional futures contracts, expire within one year.

(f) As of December 31, 1996 and 1995, over 42% and 25%, respectively, of the
Company's foreign currency swaps, expire within one year; the balance mature
over the succeeding 4 to 5 years.

(g) Deferred gains and losses on anticipatory transactions are included in the
carrying value of bond investments in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment
to the purchased asset. At December 31, 1996, the Company had $1 million in
net deferred gains for futures, interest rate swaps and purchased options.
The Company expects to basis adjust $1 million of the deferred gains in
1997. At December 31, 1995, the Company had $5.3 million in net deferred
gains for futures, interest rate swaps and purchased options.

(h) The following table summarizes the maturities by notional value of interest
rate swaps outstanding at December 31, 1996 and 1995, and the related
weighted average interest pay rate or receive rate. The variable rates
represent spot rates (primarily 90 day LIBOR), as of December 31, 1996 and
1995. Such variable rates have been calculated assuming that the spot rates
remain unchanged throughout the life of the interest rate swaps.

<TABLE>
<CAPTION>
1996 1997 1998 1999 2000 2001
- ------------------------------------------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
PAY FIXED/RECEIVE VARIABLE
Notional Value $-- $50 $125 $35 $125
Weighted Average Pay Rate -- 5.7 % 5.9 % 5.5 % 5.5%
Weighted Average Receive Rate -- 3.2 % -- 6.5 % 6.4%
PAY VARIABLE/RECEIVE FIXED
Notional Value $86 $25 $486 $74 $582
Weighted Average Pay Rate 7.5 % -- 6.4 % 6.7 % 7.0%
Weighted Average Receive Rate 5.6 % -- 5.6 % 5.7 % 6.2%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
Notional Value $19 $15 $-- $200 $--
Weighted Average Pay Rate 5.9 % 5.7 % -- 6.4 % --
Weighted Average Receive Rate 3.7 % 5.5 % -- 5.0 % --
Total Interest Rate Swaps $105 $90 $611 $309 $707
Total Weighted Average Pay Rate 7.2 % 5.7 % 6.3 % 6.4 % 6.7%
Total Weighted Average Receive Rate 5.2 % 3.8 % 4.3 % 5.4 % 6.3%

1995 1996 1997 1998 1999 2000
- ------------------------------------------------------------ ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
PAY FIXED/RECEIVE VARIABLE
Notional Value $15 $50 $-- $453 $31
Weighted Average Pay Rate 5.0 % 7.2 % -- 8.1 % 7.1%
Weighted Average Receive Rate 5.8 % 5.9 % -- 5.8 % 5.7%
PAY VARIABLE/RECEIVE FIXED
Notional Value $100 $68 $25 $25 $35
Weighted Average Pay Rate 5.9 % 8.6 % 5.9 % -- 5.9%
Weighted Average Receive Rate 2.4 % 7.9 % 4.0 % -- 6.5%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
Notional Value $50 $18 $36 $12 $200
Weighted Average Pay Rate 5.8 % -- 3.7 % 3.5 % 4.5%
Weighted Average Receive Rate 5.4 % -- 5.6 % 5.2 % 6.8%
Total Interest Rate Swaps $165 $136 $61 $490 $266
Total Weighted Average Pay Rate 5.8 % 7.8 % 4.6 % 7.6 % 5.0%
Total Weighted Average Receive Rate 3.6 % 7.2 % 4.9 % 5.4 % 6.6%

<CAPTION>
LATEST
1996 THEREAFTER TOTAL MATURITY
- ------------------------------------------------------------ ------------- ----------- -----------
<S> <C> <C> <C>
PAY FIXED/RECEIVE VARIABLE
Notional Value $170 $505 2003
Weighted Average Pay Rate 5.7 % 5.7 %
Weighted Average Receive Rate 6.9 % 4.7 %
PAY VARIABLE/RECEIVE FIXED
Notional Value $349 $1,602 2007
Weighted Average Pay Rate 6.9 % 6.8 %
Weighted Average Receive Rate 5.9 % 5.9 %
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
Notional Value $44 $278 2003
Weighted Average Pay Rate 12.9 % 7.4 %
Weighted Average Receive Rate 6.4 % 5.2 %
Total Interest Rate Swaps $563 $2,385 2007
Total Weighted Average Pay Rate 7.0 % 6.6 %
Total Weighted Average Receive Rate 6.3 % 5.5 %
LATEST
1995 THEREAFTER TOTAL MATURITY
- ------------------------------------------------------------ ------------- ----------- -----------
<S> <C> <C> <C>
PAY FIXED/RECEIVE VARIABLE
Notional Value $229 $778 2004
Weighted Average Pay Rate 7.8 % 7.8 %
Weighted Average Receive Rate 5.9 % 5.9 %
PAY VARIABLE/RECEIVE FIXED
Notional Value $190 $443 2007
Weighted Average Pay Rate 5.4 % 5.4 %
Weighted Average Receive Rate 6.9 % 6.9 %
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
Notional Value $234 $550 2004
Weighted Average Pay Rate 16.3 % 5.7 %
Weighted Average Receive Rate 5.9 % 6.4 %
Total Interest Rate Swaps $653 $1,771 2007
Total Weighted Average Pay Rate 7.3 % 6.9 %
Total Weighted Average Receive Rate 6.3 % 5.8 %
</TABLE>

In addition, interest rate sensitivity related to certain Company insurance
liabilities was altered primarily through interest rate swap agreements. The
notional amount of the liability agreements in which the Company generally pays
one variable rate in exchange for another was $2.4 billion and $1.7 billion at
December 31, 1996 and 1995, respectively. As of December 31, 1996, the weighted
average pay rate was 5.6% and the weighted average receive rate was 6.5%. These
agreements mature at various times through 2001.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

A reconciliation between notional amounts at December 31, 1995 and 1996 by
derivative type and strategy is as follows:

<TABLE>
<CAPTION>
BY DERIVATIVE TYPE
---------------------------------------------
12/31/95 MATURITIES/
NOTIONAL AMOUNT ADDITIONS TERMINATIONS
----------------- ----------- -------------
<S> <C> <C> <C>
Caps..................................................................... $ 2,184 $ 1,286 $ 1,715
Floors................................................................... 2,180 2,053 1,065
Options.................................................................. -- 10 --
Swaps/Forwards........................................................... 3,566 3,989 2,694
Futures.................................................................. 863 2,092 2,818
------ ----------- ------
Total................................................................ $ 8,793 $ 9,430 $ 8,292
------ ----------- ------
------ ----------- ------

BY STRATEGY
---------------------------------------------
12/31/95 MATURITIES/
NOTIONAL AMOUNT ADDITIONS TERMINATIONS
----------------- ----------- -------------
<S> <C> <C> <C>
Liability................................................................ $ 1,708 $ 1,940 $ 1,137
Anticipatory............................................................. 238 516 622
Asset.................................................................... 2,984 1,265 2,137
Portfolio................................................................ 3,863 5,709 4,396
------ ----------- ------
Total................................................................ $ 8,793 $ 9,430 $ 8,292
------ ----------- ------
------ ----------- ------

12/31/96
NOTIONAL AMOUNT
-----------------
<S> <C>
Caps..................................................................... $ 1,755
Floors................................................................... 3,168
Options.................................................................. 10
Swaps/Forwards........................................................... 4,861
Futures.................................................................. 137
------
Total................................................................ $ 9,931
------
------

12/31/96
NOTIONAL AMOUNT
-----------------
<S> <C>
Liability................................................................ $ 2,511
Anticipatory............................................................. 132
Asset.................................................................... 2,112
Portfolio................................................................ 5,176
------
Total................................................................ $ 9,931
------
------
</TABLE>

(H) FAIR VALUE OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, AS OF DECEMBER 31,
1996 1995
-------------------- --------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities............................................................. $ 13,624 $ 13,624 $ 14,400 $ 14,400
Equity securities............................................................ 119 119 63 63
Policy loans................................................................. 3,836 3,836 3,381 3,381
Mortgage loans............................................................... 2 2 265 265
Investments in partnerships and trust........................................ 48 48 94 97
Other........................................................................ 6 56 62 62
LIABILITIES
Other policy benefits........................................................ $ 11,707 $ 11,469 $ 12,727 $ 12,767
</TABLE>

The following methods and assumptions were used to estimate the fair value
of each class of financial instrument: fair value for fixed maturities and
equity securities approximate those quotations published by applicable stock
exchanges or received from other reliable sources; policy and mortgage loan
carrying amounts approximate fair value; investments in partnerships and trusts
are based on external market valuations from partnership and trust managements;
fair value of derivative instruments, including swaps, caps, floors, futures,
and forward commitments, is determined by using a pricing model which is
validated through quarterly comparison to dealer quoted market prices; and other
policy benefits payable for investment type contracts are determined by
estimating future cash flows discounted at the year end market rate.

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

4. INCOME TAX

Hartford Life and The Hartford have entered into a tax sharing agreement
under which each member, including the Company, in the consolidated U.S. federal
income tax return will make payments between them such that, with respect to any
period, the amount of taxes to be paid by Hartford Life for the Company, subject
to certain adjustments, generally will be determined as though the Company were
to file separate federal, state and local income tax returns.

As long as The Hartford continues to beneficially own, directly or
indirectly, at least 80% of the combined voting power and 80% of the value of
the outstanding capital stock of Hartford Life, the Company will be included for
federal income tax purposes in the consolidated group of which The Hartford is
the common parent. It is the current intention of The Hartford and its
subsidiaries to continue to file a consolidated federal income tax return. The
Company will continue to remit to (receive from) The Hartford a current income
tax provision (benefit) computed in accordance with such tax sharing agreement.
The Company's effective tax rate was 35%, 32% and 32% in 1996, 1995 and 1994,
respectively.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Income tax expense was as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Current............................. $ 122 $ 211 $ 185
Deferred........................... (102) (149) (120)
--------- --------- ---------
Total............................ $ 20 $ 62 $ 65
--------- --------- ---------
--------- --------- ---------
</TABLE>

A reconciliation of the tax provision at the U.S. federal statutory rate to
the provision for income taxes was as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Tax provision at U.S. statutory
rate............................... $ 20 $ 67 $ 71
Tax-exempt income.................. -- (3) (3)
Foreign tax credit................. -- (4) (1)
Other.............................. -- 2 (2)
--------- --------- ---------
Total............................ $ 20 $ 62 $ 65
--------- --------- ---------
--------- --------- ---------
</TABLE>

Income taxes paid were $189, $162 and $244 in 1996, 1995 and 1994,
respectively. The current tax refund due from The Hartford to the Company was
$72 and $8 as of December 31, 1996 and 1995, respectively.

Deferred tax assets (liabilities) included the following:

<TABLE>
<CAPTION>
AS OF
DECEMBER 31,
--------------------
1996 1995
--------- ---------
<S> <C> <C>
Tax return deferred acquisition costs......... $ 514 $ 410
Financial statement deferred acquisition costs
and reserves................................. (242) 138
Employee benefits............................. 8 8
Unrealized (gain) loss on investments......... (16) 32
Investments and other......................... 210 (168)
--------- ---------
Total..................................... $ 474 $ 420
--------- ---------
--------- ---------
</TABLE>

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In such circumstances, the deferred income
was accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income. The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1996 was $37.

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

5. REINSURANCE

The Company cedes insurance to non-affiliated insurers in order to limit its
maximum loss. Such transfer does not relieve the Company of its primary
liability. The Company also assumes insurance from other insurers.

Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Gross premiums..................... $ 1,834 $ 1,545 $ 1,316
Insurance assumed.................. 173 591 299
Insurance ceded.................... (302) (649) (515)
--------- --------- ---------
Total.......................... $ 1,705 $ 1,487 $ 1,100
--------- --------- ---------
--------- --------- ---------
</TABLE>

Life reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1996, 1995 and 1994 approximated $140, $220 and $164,
respectively.

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

In May 1994, the Company assumed the life insurance policies and the
individual annuities of Pacific Standard with reserves and account values of
approximately $434 million. The Company received cash and investment grade
assets to support the life insurance and individual annuity contract obligations
assumed.

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

6.PENSION PLANS AND OTHER POSTRETIREMENT
BENEFITS

The Company's employees are included in Hartford Fire's noncontributory
defined benefit pension plans. These plans provide pension benefits that are
based on years of service and the employee's compensation during the last ten
years of employment. The Company's funding policy is to contribute annually an
amount between the minimum funding requirements set forth in the Employee
Retirement Income Security Act of 1974, as amended, and the maximum amount that
can be deducted for Federal income tax purposes. Generally, pension costs are
funded through the purchase of the Company's group pension contracts. The cost
to the Company was approximately $5, $2 and $2 in 1996, 1995 and 1994,
respectively.

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

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial for 1996, 1995 and 1994, respectively.

The assumed rate of future increases in the per capita cost of health care
(the health care trend rate) was 9.3% for 1996, decreasing ratably to 6.0% in
the year 2001. Increasing the health care trend rates by one percent per year
would have an immaterial impact on the accumulated postretirement benefit
obligation and the annual expense. To the extent that the actual experience
differs from the inherent assumptions, the effect will be amortized over the
average future service of the covered employees.

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

7. BUSINESS SEGMENT INFORMATION

The Company sells financial products such as fixed and variable annuities,
retirement plan services, and life insurance on both an individual and a group
basis. The Company divides its core businesses into three segments: Investment
Products, Individual Life Insurance and Employee Benefits. In addition, the
Company also maintains a corporate operation and also classifies certain of its
business as Runoff operations. The Investment Products segment offers individual
variable annuities and fixed market value adjusted annuities, deferred
compensation and retirement plan services, mutual funds, investment management
services and other financial products. The Individual Life Insurance segment
sells a variety of individual life insurance products, including variable life,
universal life, and interest-sensitive whole life policies. The Employee
Benefits segment sells corporate owned life insurance. Through its corporate
operation, the Company reports net investment income on assets representing
surplus not assigned to any of its business segments and certain other revenues
and expenses not specifically allocable to any of its business segments. The
Company's Runoff operations are comprised of Closed Book GRC. With the exception
of Closed Book GRC, net realized capital gains and losses are recognized in the
period of realization but are allocated to the segments utilizing durations of
the segment portfolios.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
REVENUES
Investment Products............... $ 1,013 $ 759 $ 594
Individual Life Insurance......... 440 383 375
Employee Benefits................. 1,366 1,273 919
Corporate Operations.............. 81 52 30
Runoff Operations................. (11) 337 481
--------- --------- ---------
Total Revenues.................. $ 2,889 $ 2,804 $ 2,399
--------- --------- ---------
--------- --------- ---------

YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
INCOME BEFORE INCOME TAX EXPENSE
Investment Products............... $ 230 $ 172 $ 127
Individual Life Insurance......... 68 56 39
Employee Benefits................. 43 37 27
Corporate Operations.............. 65 16 8
Runoff Operations................. (348) (90) 2
--------- --------- ---------
Income Before Income Tax
Expense........................ $ 58 $ 191 $ 203
--------- --------- ---------
--------- --------- ---------
<CAPTION>

YEAR ENDED DECEMBER 31,
-------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
ASSETS
Investment Products............... $ 53,743 $ 40,624 $ 29,115
Individual Life Insurance......... 3,753 3,173 2,808
Employee Benefits................. 14,515 13,494 7,847
Corporate Operations.............. 1,891 1,729 822
Runoff Operations................. 3,667 5,177 7,257
--------- --------- ---------
Total Assets.................... $ 77,569 $ 64,197 $ 47,849
--------- --------- ---------
--------- --------- ---------
</TABLE>

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

8. STATUTORY NET INCOME AND SURPLUS

A significant percentage of the consolidated statutory surplus is
permanently reinvested or is subject to various state regulatory restrictions
which limit the payment of dividends without prior approval. The total amount of
statutory dividends which may be paid by the insurance subsidiaries of the
Company in 1997, without prior approval, is estimated to be $121 million.
Statutory net income and surplus as of and for the years ended December 31 were:

<TABLE>
<CAPTION>
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Statutory net income...... $ 144 $ 112 $ 58
Statutory surplus......... $ 1,207 $ 1,125 $ 941
</TABLE>

The insurance subsidiaries of the Company prepare their statutory financial
statements in accordance with accounting practices prescribed by the State of
Connecticut Insurance Department. Prescribed statutory accounting practices
include publications of the National Association of Insurance Commissioners
("NAIC"), as well as state laws, regulations, and general administrative rules.

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

9. SEPARATE ACCOUNTS

The Company maintained separate account assets and liabilities totaling
$49.7 billion and $36.3 billion at December 31, 1996 and 1995, respectively,
which are reported at fair value. Separate account assets are segregated from
other investments, and investment income and gains and losses accrue directly to
the policyholder. Separate accounts reflect two categories of risk assumption:
non-guaranteed separate accounts totaling $39.4 billion and $25.9 billion at
December 31, 1996 and 1995, respectively, wherein the policyholder assumes the
investment risk, and

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

guaranteed separate account assets totaling $10.3 billion at December 31, 1996
and 1995, wherein the Company contractually guarantees either a minimum return
or account value to the policyholder. Included in the non-guaranteed category
are policy loans totaling $2.0 billion and $1.7 billion at December 31, 1996 and
1995, respectively. Investment income (including investment gains and losses)
and interest credited to policyholders on separate account assets are not
reflected in the Consolidated Statements of Income. Separate account management
fees, net of minimum guarantees, were $538, $387 and $256 in 1996, 1995 and
1994, respectively.

The guaranteed separate accounts include modified guaranteed individual
annuity and modified guaranteed life insurance. The average credited interest
rate on these contracts was 6.53% at December 31, 1996. The assets that support
these liabilities were comprised of $10.2 billion in fixed maturities at
December 31, 1996. The portfolios are segregated from other investments and are
managed so as to minimize liquidity and interest rate risk. To minimize the risk
of disintermediation associated with early withdrawals, individual annuity and
modified guaranteed life insurance contracts carry a graded surrender charge as
well as a market value adjustment. Additional investment risk is hedged using a
variety of derivatives which totaled $0.1 billion in carrying value and $2.4
billion in notional amounts at December 31, 1996.

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

10. COMMITMENTS AND CONTINGENCIES

Under insurance guaranty fund laws existing in each state, the District of
Columbia and Puerto Rico, insurers licensed to do business can be assessed by
state insurance guaranty associations for certain obligations of insolvent
insurance companies to policyholders and claimants. Recent regulatory actions
against certain large life insurers encountering financial difficulty have
prompted various state insurance guaranty associations to begin assessing life
insurance companies for the deemed losses. Most of these laws do provide,
however, that an assessment may be excused or deferred if it would threaten an
insurer's solvency and further provide annual limits on such assessments. A
large part of the assessments paid by the Company's insurance subsidiaries
pursuant to these laws may be used as credits for a portion of the Company's
insurance subsidiaries' premium taxes. The Company paid guaranty fund
assessments of approximately $11, $10 and $8 in 1996, 1995 and 1994,
respectively, of which $5, $6 and $4 were estimated to be creditable against
premium taxes.

The Company is a defendant in various lawsuits arising in the ordinary
course of business. In the opinion of management, the resolution of these
matters is not expected to have a material adverse effect on the Company's
business, financial position, or results of operations.

The rent paid to Hartford Fire for the space occupied by the Company was $3
in 1996, 1995, and 1994. The Company expects to pay annual rent of $7 in 1997,
1998, and 1999, respectively, $12 in 2000 and 2001, and $96 thereafter, over the
remaining term of the sublease, which expires on December 31, 2009. Rental
expense is recognized on a level basis over the term of the sublease and
amounted to approximately $8 in 1996, 1995 and 1994.

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

11. SUBSEQUENT EVENTS

On February 10, 1997, Hartford Life filed a registration statement with the
Securities and Exchange Commission relating to the U.S. and international
offerings of shares of Class A common stock (the "Equity Offerings")
representing up to 20% ownership of Hartford Life. After completion of the
Equity Offerings, The Hartford would own all of the shares of Class B Common
Stock (after reclassification of Hartford Life's common stock into Class B
Common Stock prior to March 31, 1997). Hartford Life intends to use the
estimated net proceeds of the Equity Offerings to make a capital contribution to
its insurance subsidiaries, to reduce its third-party indebtedness and for other
general corporate purposes.

The Hartford has advised the Company that its current intent is to continue
to beneficially own at least 80% of Hartford Life, but it is under no
contractual obligation to do so, except for a limited period. Provided that The
Hartford continues to beneficially own at least 80% of the combined voting power
or the value of the outstanding capital stock of Hartford Life, Hartford Life
will be included for federal income tax purposes in the controlled group of
which The Hartford is the common parent. Each member of a controlled group is
jointly and severally liable for pension funding and pension termination
liabilities of each other member of the controlled group, as well as certain
benefit plan taxes. Accordingly, the Company could be liable for pension
funding, pension termination liabilities and certain other pension related
excise taxes as well as other taxes of another member of The Hartford controlled
group in the event any such liability is incurred, and not discharged, by such
other member.

In connection with the proposed Equity Offerings, Hartford Life plans to
enter into formal agreements, including a master intercompany agreement,
investment management agreements and a new tax sharing agreement, with The
Hartford covering such matters as corporate services, approval of certain
corporate activities, registration rights, owned and leased space, allocation of
expenses, taxes and liabilities, investment advisory services, use of trademarks
and certain other corporate matters. As part of the master intercompany
agreement, Hartford Life would agree to remit to The Hartford 30% of any shared
liabilities for which The Hartford is responsible in respect of the ITT
Spin-off, 30% of any taxes which may be assessed to The

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

Hartford relating to the ITT Spin-off and will indemnify The Hartford for
certain other tax liabilities. As of December 31, 1996 there was no known
liability associated with the ITT Spin-off. Such agreements are meant to
maintain the relationship between Hartford Life and The Hartford in a manner
consistent in all material respects with past practice. As a result, management
believes these agreements should not have a material impact on the results of
operations of the Company.

In addition, under insurance company holding laws, agreements between
Hartford Life's insurance subsidiaries and The Hartford must be fair and
reasonable and may be subject to the approval of applicable insurance
commissioners. The agreements will be intended to maintain the relationship
between Hartford Life and The Hartford in a manner generally consistent with
past practices. However, none of these arrangements will result from
arm's-length negotiations and, therefore, the prices charged to Hartford Life
and its subsidiaries for services provided under these arrangements may be
higher or lower than prices that may be charged by third parties.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE I -- SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
AS OF DECEMBER 31, 1996
(IN MILLIONS)

<TABLE>
<CAPTION>
ESTIMATED
FAIR
TYPE OF INVESTMENT COST VALUE
- ------------------------------------------------------------------------------------------------- --------- -----------
<S> <C> <C>
Fixed Maturities
Bonds and Notes
U.S. Government and government agencies and authorities
(guaranteed sponsored)........................................................................ $ 166 $ 175
U.S. Government and government agencies and authorities
(guaranteed sponsored)--asset-backed.......................................................... 1,970 2,003
States, municipalities and political subdivisions................................................ 373 368
International governments........................................................................ 281 289
Public utilities................................................................................. 877 881
All other corporate including international...................................................... 4,656 4,669
All other corporate--asset-backed................................................................ 3,601 3,591
Short-term investments........................................................................... 1,655 1,648
--------- -----------
Total Fixed Maturities........................................................................... $ 13,579 $ 13,624
Equity Securities
Common Stocks--industrial, miscellaneous, and all other.......................................... 110 119
Total Fixed Maturities and Equity Securities..................................................... $ 13,689 $ 13,743
Other Investments
Policy Loans..................................................................................... 3,836 3,836
Mortgage Loans................................................................................... 2 2
Investments in partnerships and trusts........................................................... 48 48
Futures, options, and miscellaneous.............................................................. 6 56
Total Other Investments.......................................................................... 3,892 3,942
--------- -----------
Total Investments................................................................................ $ 17,581 $ 17,685
--------- -----------
--------- -----------

<CAPTION>
AMOUNT AT
WHICH SHOWN
ON
TYPE OF INVESTMENT BALANCE SHEET
- ------------------------------------------------------------------------------------------------- -------------
<S> <C>
Fixed Maturities
Bonds and Notes
U.S. Government and government agencies and authorities
(guaranteed sponsored)........................................................................ $ 175
U.S. Government and government agencies and authorities
(guaranteed sponsored)--asset-backed.......................................................... 2,003
States, municipalities and political subdivisions................................................ 368
International governments........................................................................ 289
Public utilities................................................................................. 881
All other corporate including international...................................................... 4,669
All other corporate--asset-backed................................................................ 3,591
Short-term investments........................................................................... 1,648
-------------
Total Fixed Maturities........................................................................... $ 13,624
Equity Securities
Common Stocks--industrial, miscellaneous, and all other.......................................... 119
Total Fixed Maturities and Equity Securities..................................................... $ 13,743
Other Investments
Policy Loans..................................................................................... 3,836
Mortgage Loans................................................................................... 2
Investments in partnerships and trusts........................................................... 48
Futures, options, and miscellaneous.............................................................. 6
Total Other Investments.......................................................................... 3,892
-------------
Total Investments................................................................................ $ 17,635
-------------
-------------
</TABLE>

Note: The fair values for short-term investments approximate cost.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
(IN MILLIONS)

<TABLE>
<CAPTION>
FUTURE POLICY
BENEFITS, UNPAID OTHER POLICY
CLAIMS AND CLAIMS AND
DEFERRED POLICY CLAIM ADJUSTMENT BENEFITS
SEGMENT ACQUISITION COSTS EXPENSES PAYABLE
- ---------------------------------------------------------------- ----------------- ------------------- ---------------
<S> <C> <C> <C>
1996
Investment Products............................................. $ 2,030 $ 1,554 $ 6,599
Individual Life Insurance....................................... 730 346 2,160
Employee Benefits............................................... -- 381 9,834
Corporate Operations............................................ -- -- --
Runoff Operations............................................... -- -- 3,541
------ ------ -------
Consolidated Operations......................................... $ 2,760 $ 2,281 $ 22,134
------ ------ -------
------ ------ -------

1995
Investment Products............................................. $ 1,561 $ 1,314 $ 6,204
Individual Life Insurance....................................... 615 706 1,932
Employee Benefits............................................... 12 325 9,285
Corporate Operations............................................ -- -- --
Runoff Operations............................................... -- 28 5,177
------ ------ -------
Consolidated Operations......................................... $ 2,188 $ 2,373 $ 22,598
------ ------ -------
------ ------ -------

1994
Investment Products............................................. $ 1,244 $ 895 $ 4,617
Individual Life Insurance....................................... 565 582 2,543
Employee Benefits............................................... -- 369 6,911
Corporate Operations............................................ -- -- --
Runoff Operations............................................... -- 44 7,257
------ ------ -------
Consolidated Operations......................................... $ 1,809 $ 1,890 $ 21,328
------ ------ -------
------ ------ -------

BENEFITS CLAIMS, AMORTIZATION OF
NET REALIZED AND CLAIM DEFERRED POLICY
CAPITAL (LOSSES) ADJUSTMENT ACQUISITION
SEGMENT GAINS EXPENSES COSTS
- ---------------------------------------------------------------- ----------------- ------------------- ---------------
<S> <C> <C> <C>
1996
Investment Products............................................. $ -- $ 451 $ 175
Individual Life Insurance....................................... -- 245 59
Employee Benefits............................................... -- 546 --
Corporate Operations............................................ 6 -- --
Runoff Operations............................................... (219) 293 --
------ ------ -------
Consolidated Operations......................................... $ (213) $ 1,535 $ 234
------ ------ -------
------ ------ -------

1995
Investment Products............................................. $ -- $ 349 $ 117
Individual Life Insurance....................................... -- 127 70
Employee Benefits............................................... -- 496 --
Corporate Operations............................................ (11) 33 --
Runoff Operations............................................... -- 417 12
------ ------ -------
Consolidated Operations......................................... $ (11) $ 1,422 $ 199
------ ------ -------
------ ------ -------

1994
Investment Products............................................. $ -- $ 383 $ 90
Individual Life Insurance....................................... -- 179 51
Employee Benefits............................................... -- 376 --
Corporate Operations............................................ 7 -- --
Runoff Operations............................................... -- 467 4
------ ------ -------
Consolidated Operations......................................... $ 7 $ 1,405 $ 145
------ ------ -------
------ ------ -------

PREMIUMS AND NET
OTHER INVESTMENT
SEGMENT CONSIDERATIONS INCOME
- ---------------------------------------------------------------- --------------- -----------
<S> <C> <C>
1996
Investment Products............................................. $ 536 $ 477
Individual Life Insurance....................................... 287 153
Employee Benefits............................................... 881 485
Corporate Operations............................................ -- 75
Runoff Operations............................................... 1 207
------ -----------
Consolidated Operations......................................... $ 1,705 $ 1,397
------ -----------
------ -----------
1995
Investment Products............................................. $ 319 $ 436
Individual Life Insurance....................................... 246 137
Employee Benefits............................................... 922 351
Corporate Operations............................................ -- 67
Runoff Operations............................................... -- 337
------ -----------
Consolidated Operations......................................... $ 1,487 $ 1,328
------ -----------
------ -----------
1994
Investment Products............................................. $ 263 $ 330
Individual Life Insurance....................................... 268 108
Employee Benefits............................................... 569 350
Corporate Operations............................................ -- 23
Runoff Operations............................................... -- 481
------ -----------
Consolidated Operations......................................... $ 1,100 $ 1,292
------ -----------
------ -----------

DIVIDENDS TO OTHER
SEGMENT POLICYHOLDERS EXPENSES
- ---------------------------------------------------------------- --------------- -----------
<S> <C> <C>
1996
Investment Products............................................. $ -- $ 156
Individual Life Insurance....................................... -- 68
Employee Benefits............................................... 635 143
Corporate Operations............................................ -- 16
Runoff Operations............................................... -- 44
------ -----------
Consolidated Operations......................................... $ 635 $ 427
------ -----------
------ -----------
1995
Investment Products............................................. $ -- $ 115
Individual Life Insurance....................................... -- 55
Employee Benefits............................................... 675 138
Corporate Operations............................................ -- 11
Runoff Operations............................................... -- (2)
------ -----------
Consolidated Operations......................................... $ 675 $ 317
------ -----------
------ -----------
1994
Investment Products............................................. $ -- $ (31)
Individual Life Insurance....................................... -- 107
Employee Benefits............................................... 419 100
Corporate Operations............................................ -- 43
Runoff Operations............................................... -- 8
------ -----------
Consolidated Operations......................................... $ 419 $ 227
------ -----------
------ -----------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE IV -- REINSURANCE
(IN MILLIONS)

<TABLE>
<CAPTION>
GROSS CEDED TO ASSUMED FROM NET
AMOUNT OTHER COMPANIES OTHER COMPANIES AMOUNT
---------- ---------------- ---------------- ----------
<S> <C> <C> <C> <C>
Year Ended December 31, 1996
Life Insurance in Force............................... $ 177,094 $ 106,146 $ 31,957 $ 102,905
---------- -------- ------- ----------
Insurance Revenues
Life Insurance and Annuities........................ $ 1,801 $ 298 $ 169 $ 1,672
Accident and Health Insurance....................... 33 4 4 33
---------- -------- ------- ----------
Total................................................. $ 1,834 $ 302 $ 173 $ 1,705
---------- -------- ------- ----------
---------- -------- ------- ----------
For the Year Ended December 31, 1995
Life Insurance in Force............................... $ 182,716 $ 112,774 $ 26,996 $ 96,938
---------- -------- ------- ----------
Insurance Revenues
Life Insurance and Annuities........................ $ 1,232 $ 325 $ 574 $ 1,481
Accident and Health Insurance....................... 313 324 17 6
---------- -------- ------- ----------
Total................................................. $ 1,545 $ 649 $ 591 $ 1,487
---------- -------- ------- ----------
---------- -------- ------- ----------
For the Year Ended December 31, 1994
Life Insurance in Force............................... $ 136,929 $ 87,553 $ 35,016 $ 84,392
---------- -------- ------- ----------
Insurance Revenues
Life Insurance and Annuities........................ $ 1,008 $ 211 $ 294 $ 1,091
Accident and Health Insurance....................... 308 304 5 9
---------- -------- ------- ----------
Total................................................. $ 1,316 $ 515 $ 299 $ 1,100
---------- -------- ------- ----------
---------- -------- ------- ----------

<CAPTION>
PERCENTAGE OF
AMOUNT ASSUMED
TO NET
-----------------
<S> <C>
Year Ended December 31, 1996
Life Insurance in Force............................... 31.1%
Insurance Revenues
Life Insurance and Annuities........................ 10.1%
Accident and Health Insurance....................... 12.1%
Total................................................. 10.1%
For the Year Ended December 31, 1995
Life Insurance in Force............................... 27.8%
Insurance Revenues
Life Insurance and Annuities........................ 38.8%
Accident and Health Insurance....................... 283.3%
Total................................................. 39.7%
For the Year Ended December 31, 1994
Life Insurance in Force............................... 41.5%
Insurance Revenues
Life Insurance and Annuities........................ 26.9%
Accident and Health Insurance....................... 55.6%
Total................................................. 27.2%
</TABLE>

<PAGE>

PART C

OTHER INFORMATION

Item 24. Financial Statements and Exhibits

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

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

(2) Not applicable.

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

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

(4) Form of Individual Single Premium Immediate Variable Annuity
Contract.

(5) Form of Application.

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

(6) (b) Bylaws of Hartford.(2)

(7) Not applicable.

(8) Not applicable.

(9) Opinion and Consent of Lynda Godkin, General Counsel.

(10) Consent of Arthur Andersen LLP, Independent Public Accountants.

(11) No financial statements are omitted.

(12) Not applicable.

(13) Schedule of Computation for Performance Quotation.

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

1 Incorporated by reference to Post-Effective Amendment No. 2, to the
Registration Statement File No. 33-73570, dated May 1, 1995.

2 Incorporated by reference to Post-Effective Amendment No. 3, to the
Registration Statement File No. 33-73570, dated April 29, 1996.

<PAGE>

2
(14) Not applicable.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

Item 25. Directors and Officers of the Depositor

NAME, AGE POSITION WITH HARTFORD

Wendell J. Bossen Vice President
Gregory A. Boyko Senior Vice President, Chief Financial
Officer and Treasurer
Peter W. Cummins Senior Vice President
Ann M. deRaismes Senior Vice President
Timothy M. Fitch Vice President and Actuary
Bruce D. Gardner Vice President and Director*
Joseph H. Gareau Executive Vice President and Chief Investment
Officer, Director*
John P. Ginnetti Executive Vice President and Director, Asset
Management Services, Director*
Lynda Godkin Senior Vice President, General Counsel, and
Corporate Secretary
Lois W. Grady Vice President
David A. Hall Vice President and Actuary
Stephen T. Joyce Vice President
Robert A. Kerzner Vice President
Andrew W. Kohnke Vice President
Stephen M. Maher Vice President and Actuary
William B. Malchodi, Jr. Vice President and Director of Taxes
Thomas M. Marra Executive Vice President and Director
Individual Life and Annuity Division,
Director*
Robert F. Nolan Vice President
Joseph J. Noto Vice President
Leonard E. Odell, Jr. Senior Vice President, Director*
Craig D. Raymond Senior Vice President and Chief Actuary

<PAGE>

NAME, AGE POSITION WITH HARTFORD

Donald A. Salama Vice President
Timothy P. Schiltz Vice President
Lowndes A. Smith President, Chief Executive Officer, Director*
Edward J. Sweeney Vice President
Raymond P. Welnicki Senior Vice President and Director, Employee
Benefit Division, Director*
Walter C. Welsh Senior Vice President
James J. Westervelt Senior Vice President and Group Controller
Lizabeth H. Zlatkus Senior Vice President, Director*
David M. Znamierowski Senior Vice President

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

*Denotes Board of Directors.

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

Filed herewith as Exhibit 16.

Item 27. Number of Contract Owners

As of March 31, 1997 there were no Contract Owners.

Item 28. Indemnification

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

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

The directors and officers of Hartford and Hartford Securities
Distribution Company,

<PAGE>

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

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

Item 29. Principal Underwriters

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

Hartford Life Insurance Company - Separate Account One
Hartford Life Insurance Company - Separate Account Two
Hartford Life Insurance Company - Separate Account Two (DC Variable
Account I)
Hartford Life Insurance Company - Separate Account Two (DC Variable
Account II)
Hartford Life Insurance Company - Separate Account Two (QP Variable
Account)
Hartford Life Insurance Company - Separate Account Two (Variable
Account "A")
Hartford Life Insurance Company - Separate Account Two (NQ Variable
Account)
Hartford Life Insurance Company - Putnam Capital Manager Trust
Separate Account
Hartford Life Insurance Company - Separate Account Three
Hartford Life Insurance Company - Separate Account Five
ITT Hartford Life and Annuity Insurance Company - Separate Account One
ITT Hartford Life and Annuity Insurance Company - Putnam Capital
Manager Trust Separate Account Two
ITT Hartford Life and Annuity Insurance Company - Separate Account
Three
ITT Hartford Life and Annuity Insurance Company - Separate Account
Five
ITT Hartford Life and Annuity Insurance Company - Separate Account Six
American Maturity Life Insurance Company - Separate Account AMLVA

<PAGE>

(b) Directors and Officers of HSD

Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ---------------------

Lowndes A. Smith President
John P. Ginnetti Executive Vice President, Director
Thomas M. Marra Executive Vice President, Director
Peter W. Cummins Vice President
Donald E. Waggaman, Jr. Treasurer
Lynda Godkin Secretary
George R. Jay Controller
Michael Wilder Director

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

Item 30. Location of Accounts and Records

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

Item 31. Management Services

All management contracts are discussed in Part A and Part B of this
Registration Statement.

Item 32. Undertakings

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

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

<PAGE>

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

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

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

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the City of Hartford, and State of Connecticut on this 7th day of
May, 1997.

HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO
(Registrant)

*By: /s/ Peter W. Cummins *By: /s/ Lynda Godkin
------------------------------------------ -------------------------
Peter W. Cummins, Senior Vice President Lynda Godkin
Attorney-in-Fact

ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
(Depositor)

*By: /s/ Peter W. Cummins
------------------------------------------
Peter W. Cummins, Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and on
the dates indicated.

Bruce D. Gardner, Vice President, Director *
Joseph H. Gareau, Executive Vice *By: /s/ Lynda Godkin
President & Chief Investment ----------------------
Officer, Director * Lynda Godkin
John P. Ginnetti, Executive Vice Attorney-in-Fact
President, Director*
Thomas M. Marra, Executive Vice Dated: May 7, 1997
President, Director*
Leonard E. Odell, Jr., Senior Vice
President, Director*
Lowndes A. Smith, President &
Chief Executive Officer, Director *
Raymond P. Welnicki, Senior Vice
President, Director*
Lizabeth H. Zlatkus, Vice President,
Director *
<PAGE>

EXHIBIT INDEX

(4) Form of Individual Single Premium Immediate Variable Annuity Contract.

(5) Form of Application.

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

(9) Opinion and Consent of Lynda Godkin, General Counsel.

(10) Consent of Arthur Andersen LLP, Independent Public Accountants.

(13) Schedule of Computation for Performance Quotation.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

<PAGE>

Exhibit 4

[LOGO]

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(a stock life insurance company, herein called the "Company")

ADMINISTRATIVE OFFICE:
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

We will pay the first of a series of annuity payments to the Payee on the Income
Start Date if the Contract Owner, the Annuitant and the Joint Annuitant, if any,
are living. If the Contract Owner, the Annuitant or the Joint Annuitant dies
before the Income Start Date, We will pay the Contract Value to the beneficiary
as described in the Beneficiary Provisions.

This contract is issued in consideration of the payment of the single premium.

This contract is subject to the laws of the jurisdiction where it is purchased.

RIGHT TO EXAMINE CONTRACT
We want You to be satisfied with the contract You have purchased. We urge You
to closely examine its provisions. If for any reason You are not satisfied with
Your purchase You may surrender the contract by returning the contract within 10
days after You receive it. A written request for cancellation must accompany
the contract. In such event, We will pay to You the Contract Value on the date
of surrender. You bear only the investment risk during the period prior to Our
receipt of request for cancellation.

Signed for the Company

/s/ Lynda Godkin /s/ Lowndes A. Smith
Lynda Godkin, SECRETARY Lowndes A. Smith, PRESIDENT

NONPARTICIPATING

ALL PAYMENTS PROVIDED BY THIS CONTRACT ARE BASED ON INVESTMENT EXPERIENCE OF A
SUB-ACCOUNT, ARE VARIABLE AND ARE NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.
DETAILS OF THE VARIABLE PROVISIONS ARE DESCRIBED UNDER VALUATION PROVISIONS ON
PAGE 10.

INDIVIDUAL SINGLE PREMIUM IMMEDIATE
VARIABLE ANNUITY CONTRACT
WITH PERIOD CERTAIN

<PAGE>

TABLE OF CONTENTS

PAGE

Contract Specifications 3

Definition of Certain Terms 4

Premium Payment Provisions 5

Contract Control Provisions 6

Death Before Income Start Date Provisions 6

Death On or After Income Start Date Provisions 7

Distribution at Time of Death Provisions 7

Beneficiary Provisions 8

General Provisions 8

Valuation Provisions 10

Annuity Provisions 10

Page 2

<PAGE>

CONTRACT SPECIFICATIONS

CONTRACT NUMBER [SPECIMEN] PREMIUM PAYMENT [$200,000]
NAME OF ANNUITANT [JAMES SCOTT] CONTRACT ISSUE DATE [FEBRUARY 8, 1996]
AGE OF ANNUITANT [65] INCOME START DATE [APRIL 1, 1996]
SEX OF ANNUITANT [MALE] ASSUMED INVESTMENT RETURN [ 5% ]
PAYEE [JAMES SCOTT] ANNUITY UNIT FACTOR [ 0.999866 ]
BENEFICIARY [ANN SCOTT] ANNUITY PAYMENT FREQUENCY [MONTHLY]
CONTRACT OWNER [JAMES SCOTT] PAYMENT FACTOR [ 6.50 ]

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

FUND OPTIONS
- ------------
THE PREMIUM PAYMENT WILL BE ALLOCATED AS SPECIFIED BY THE CONTRACT OWNER.

SEPARATE ACCOUNT: [ HARTFORD LIFE INSURANCE COMPANY
- ---------------- SEPARATE ACCOUNT 2 ]

SUB-ACCOUNT BASED ON:

[ ADVISERS FUND HARTFORD ADVISERS FUND, INC.

BOND FUND HARTFORD BOND FUND, INC.

CAPITAL APPRECIATION FUND HARTFORD CAPITAL APPRECIATION FUND, INC.

DIVIDEND AND GROWTH FUND HARTFORD DIVIDEND AND GROWTH FUND, INC.

INDEX FUND HARTFORD INDEX FUND, INC.

INTERNATIONAL ADVISERS FUND HARTFORD INTERNATIONAL ADVISERS FUND, INC.

INTERNATIONAL OPPORTUNITIES FUND HARTFORD INTERNATIONAL OPPORTUNITIES
FUND, INC.

MONEY MARKET FUND HVA MONEY MARKET FUND, INC.

MORTGAGE SECURITIES FUND HARTFORD MORTGAGE SECURITIES FUND, INC.

SMALL COMPANY FUND HARTFORD SMALL COMPANY FUND, INC.

STOCK FUND HARTFORD STOCK FUND, INC. ]

OR OTHER SUB-ACCOUNTS AS MAY BE MADE AVAILABLE FROM TIME TO TIME.

Page 3

<PAGE>

CONTRACT SPECIFICATIONS

MORTALITY AND EXPENSE RISK CHARGE: 1.25% PER ANNUM OF NET ASSET VALUE
- ---------------------------------

ADMINISTRATION CHARGE: [ .15% ] PER ANNUM OF NET ASSET VALUE
- ----------------------

DESCRIPTION OF ANNUITY BENEFIT
- ------------------------------
PAYMENT FOR [20] YEARS CERTAIN
AN ANNUITY PAYABLE ACCORDING TO THE ANNUITY PAYMENT FREQUENCY SELECTED FOR A
FIXED PERIOD OF [20] YEARS. IF, AT THE DEATH OF THE ANNUITANT, PAYMENTS HAVE
BEEN MADE FOR LESS THAN THE [20] YEAR PERIOD, THE REMAINING PAYMENTS WILL
CONTINUE TO THE BENEFICIARY FOR THE REMAINDER OF THE PERIOD. THE BENEFICIARY
MAY ELECT TO RECEIVE THE PRESENT VALUE OF THE REMAINING PAYMENTS IN 1 SUM. TO
CALCULATE THE PRESENT VALUE, WE WILL USE THE ASSUMED INVESTMENT RETURN SHOWN ON
PAGE 3.

SURRENDER PRIOR TO THE INCOME START DATE
YOU MAY SURRENDER THIS CONTRACT PRIOR TO THE INCOME START DATE BY SUBMITTING A
WRITTEN REQUEST TO US. THE AMOUNT AVAILABLE TO YOU IS THE CONTRACT VALUE, LESS
ANY APPLICABLE PREMIUM TAX.

SURRENDER AFTER THE INCOME START DATE
YOU MAY SURRENDER THIS CONTRACT AFTER THE INCOME START DATE BY SUBMITTING A
WRITTEN REQUEST TO US. THE AMOUNT AVAILABLE TO YOU IS THE PRESENT VALUE OF THE
REMAINING GUARANTEE PAYMENTS, COMMUTED AT THE ASSUMED INVESTMENT RETURN SHOWN ON
PAGE 3, LESS ANY CONTINGENT DEFERRED SALES CHARGES THAT MAY BE DUE.

PAYMENTS ON SURRENDER
PAYMENT ON ANY REQUEST FOR SURRENDER WILL BE MADE AS SOON AS POSSIBLE, BUT NO
LATER THAN 7 DAYS AFTER WE RECEIVE YOUR WRITTEN REQUEST IN A FORM ACCEPTABLE TO
US. HOWEVER, SUCH PAYMENT MAY BE SUBJECT TO POSTPONEMENT:

(a) FOR ANY PERIOD DURING WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED OR DURING
WHICH TRADING ON THE NEW YORK STOCK EXCHANGE IS RESTRICTED;
(b) FOR ANY PERIOD DURING WHICH AN EMERGENCY EXISTS AS A RESULT OF WHICH (i)
DISPOSAL OF THE SECURITIES HELD IN THE SUB-ACCOUNTS IS NOT REASONABLY
PRACTICABLE, OR (ii) IT IS NOT REASONABLY PRACTICABLE FOR THE VALUE OF THE
NET ASSETS OF THE SEPARATE ACCOUNT TO BE FAIRLY DETERMINED; AND
(c) FOR SUCH OTHER PERIODS AS THE SECURITIES AND EXCHANGE COMMISSION MAY, BY
ORDER, PERMIT FOR THE PROTECTION OF THE CONTRACT OWNERS. THE CONDITIONS
UNDER WHICH TRADING SHALL BE DEEMED TO BE RESTRICTED OR ANY EMERGENCY SHALL
BE DEEMED TO EXIST SHALL BE DETERMINED BY RULES AND REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION.

Page 3A
<PAGE>

CONTRACT SPECIFICATIONS

CONTINGENT DEFERRED SALES CHARGES:
- ----------------------------------
A SURRENDER OF THE CONTRACT MAY BE SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE
("CHARGE"). THE CHARGE IS A PERCENTAGE OF THE AMOUNT SURRENDERED (NOT TO EXCEED
THE PREMIUM PAYMENT) AND EQUALS:

LENGTH OF TIME FROM
CONTRACT ISSUE DATE
CHARGE (NUMBER OF YEARS)

6% 1
6% 2
5% 3
5% 4
4% 5
3% 6
2% 7
0% 8 AND THEREAFTER

PAGE 3B

<PAGE>

DEFINITION OF ACCUMULATION UNIT - An accounting unit of measure used to
CERTAIN TERMS calculate the value of a Sub-Account of this contract prior
to the Annuity Calculation Date.

ANNUITANT - The person on whose continuation of life this
contract is issued. The Annuitant may not be changed.
Also, see Joint Annuitant.

ANNUITY CALCULATION DATE - The date on which the first
annuity payment will be calculated. It will be no more than
5 days prior to the Income Start Date.

ANNUITY PAYMENT FREQUENCY - The frequency with which annuity
payments will be made. The frequencies available are
monthly, quarterly, semi-annually and annually. Once
selected, the Annuity Payment Frequency may not be changed.

ANNUITY UNIT - An accounting unit of measure used to
calculate the amount of annuity payments.

ANNUITY UNIT FACTOR - The factor applied daily to neutralize
the effect of the Assumed Investment Return.

ASSUMED INVESTMENT RETURN - The investment return upon which
the annuity payments in the contract are based.

BENEFICIARY - The person entitled to receive benefits as per
the terms of the contract in case of the death of the
Contract Owner or the later death of the Annuitant or Joint
Annuitant, as applicable.

CONTRACT ISSUE DATE - The date on which the contract is
issued. Similarly, Contract Years are measured from the
Contract Issue Date.

CONTRACT OWNER - The owner of the contract.

CONTRACT VALUE - The value of the Sub-Accounts prior to the
Annuity Calculation Date.

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

FUND(S) - Currently the Funds specified on Page 3 or any
other Fund(s) that may be added by Us.

INCOME START DATE - The date on which annuity payments are
to begin.

JOINT ANNUITANT - A person other than the Annuitant on whose
continuation of life annuity payments may be made. The
contract will have a Joint Annuitant only if the Description
of Annuity Benefit on the Contract Specifications provides
for a survivor. The Joint Annuitant may not be changed.

MAXIMUM ANNIVERSARY VALUE - A value used in determining the
Death Benefit. It is based on a series of calculations of
present values on contract anniversaries and annuity
payments. As of the date We receive written notification of
Due Proof of Death, We will calculate an anniversary value
for each contract anniversary prior to the deceased's age
81. The anniversary value is equal to the present value of
remaining guaranteed payments commuted on a contract
anniversary at the Assumed Investment Return shown on Page
3, reduced by the dollar amount of any annuity payments made
since that anniversary. The Maximum Anniversary Value is
equal to the greatest anniversary value attained from this
series of calculations.

Page 4

<PAGE>

DEFINITION OF NET ASSET VALUE - The total amount allocated to the Sub-
CERTAIN TERMS Accounts at the time of valuation. This amount will never
be less than that required by the Securities and
(CONTINUED) Exchange Commission.

PAYEE - The person, designated by You, to whom annuity
payments will be made.

PAYMENT FACTOR - The factor shown on Page 3 which is used on
the Annuity Calculation Date to calculate the first annuity
payment.

PREMIUM TAX - The amount of tax, if any, charged by a state
or other governmental entity on Premium Payments or Contract
Values. On any contract subject to a Premium Tax, We may
deduct the tax on a pro-rata basis from the Sub-Accounts on
the Annuity Calculation Date or, if earlier, the surrender
date or the date We receive notification of Due Proof of
Death.

SEPARATE ACCOUNT - An account established by Us to separate
the assets funding the variable benefits for the class of
contracts to which this contract belongs from Our other
assets. The assets in the Separate Account are not
chargeable with liabilities arising out of any other
business We may conduct. The Separate Account and the
Funds, which are the underlying securities of the Separate
Account, are listed on the Contract Specifications of this
contract.

SUB-ACCOUNT - The subdivisions of the Separate Account.
They are shown on Page 3.

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

VARIABLE ANNUITY - A Variable Annuity is an annuity with
payments increasing or decreasing in accordance with the net
investment results of the Sub-Account(s) of the Separate
Account (as described in the Valuation Provisions).

WE, US, OUR - The company referred to on the first page of
this contract.

YOU, YOUR - The Contract Owner.

PREMIUM PAYMENT PREMIUM PAYMENT
The Premium Payment is shown on Page 3. This is a single
premium contract.

ALLOCATION OF PREMIUM PAYMENT
You shall specify that portion of the Premium Payment to be
allocated to each Sub-Account, provided, however, that the
minimum allocation to any Sub-Account may not be less than
Our minimum amount then in effect.

TRANSFERS
Prior to the Annuity Calculation Date, You may transfer
Contract Values held in the Sub-Accounts into other
Sub-Accounts. No transfers may occur until the end of the
Right to Examine Contract period described on the cover of
this contract.

Page 5

<PAGE>

PREMIUM PAYMENT On or after the Annuity Calculation Date, You may transfer
(CONTINUED) Annuity Units held in the Sub-Accounts into other
Sub-Accounts. No partial transfer will be made on or after
the Annuity Calculation Date if, as a result of such
transfer, any selected Sub-Account will be providing less
than 10% of the benefits under this contract.

Transfers will take effect no later than the Valuation Day
next following the day on which We receive Your transfer
request.

We reserve the right to limit the number of transfers to no
more frequently than 12 per Contract Year, with no 2
transfers being made on consecutive Valuation Days.

The right to make transfers between Sub-Accounts is subject
to modification if We determine, in Our opinion, that the
exercise of that right by 1 or more Contract Owners is, or
would be, to the disadvantage of other Contract Owners. Any
modification could be applied to transfers to or from some
or all of the Sub-Accounts and could include, but not be
limited to, the requirement of a minimum time period between
each transfer, not accepting transfer requests of an agent
acting under a power of attorney on behalf of more than 1
Contract Owner, or limiting the dollar amount that may be
transferred between the Sub-Accounts by a Contract Owner at
any 1 time. Such restrictions may be applied in any manner
reasonably designed to prevent any use of the transfer right
which is considered by Us to be to the disadvantage of other
Contract Owners.

CONTRACT CONTROL ANNUITANT, JOINT ANNUITANT AND CONTRACT OWNER
PROVISIONS The Annuitant and Joint Annuitant, if any, may not be
changed.

The designation of Contract Owner will remain in effect
until You change it. Changes in the designation of the
Contract Owner may be made during the lifetime of the
Annuitant by written notice to Us.

OWNERSHIP
You have the sole power to exercise all the rights, options
and privileges granted by this contract or permitted by Us
and to agree with Us to any change in or amendment to the
contract. Your rights shall be subject to the rights of any
assignee of record with Us and of any irrevocably designated
Beneficiary.

DEATH BEFORE DEATH BEFORE INCOME START DATE
INCOME START If the Contract Owner, the Annuitant or the Joint Annuitant,
DATE PROVISIONS if any, dies before the Income Start Date, We will pay an
amount equal to the Contract Value to the Beneficiary as
determined under the Beneficiary Provisions. The Contract
Value will be determined as of the date We receive written
notification of Due Proof of Death. The Contract Value may
be taken in 1 sum or under any of the settlement options
then being offered by Us. When payment is taken in 1 sum,
payment will be made within 7 days after the date Due
Proof of Death is received, except when We are permitted
to defer such payment under the Investment Company Act of
1940.

If You die and Your spouse is the sole Beneficiary and the
Annuitant is living, Your spouse may elect, in lieu of
receiving the Contract Value, to be treated as the Contract
Owner.

Page 6

<PAGE>

DEATH ON OR AFTER DEATH ON OR AFTER INCOME START DATE
INCOME START DATE If the Annuitant dies on or after the Income Start Date, the
PROVISIONS Beneficiary will have the option of having payments continue
to the Beneficiary for the remainder of the period or taking
the Death Benefit in 1 sum. On receipt of complete
instructions, either the annuity payments will resume or the
Death Benefit will be distributed within 7 days, except when
We are permitted to defer such payment under the Investment
Company Act of 1940.

The Death Benefit is calculated as of the date We receive
written notification of Due Proof of Death. It is the
greatest of:
(a) the present value of the guaranteed remaining payments
calculated using the Assumed Investment Return shown on
Page 3 and the Annuity Unit Values as of the date We
receive written notification of Due Proof of Death.
(b) 100% of the premium payment reduced by the dollar
amount of all annuity payments made since the Income
Start Date.
(c) the Maximum Anniversary Value as described on Page 4.

In the absence of complete instructions to either pay the
Death Benefit in 1 sum or continue payments, the present
value of the guaranteed remaining payments will be moved to
the Money Market Fund as of the date We receive written
notification of Due Proof of Death. Upon receipt of
complete instructions, We will proceed as follows.

If the instructions are to resume payments, We will make any
payments that went unpaid since the date We received
notification of Due Proof of Death. We 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 1 sum, We will pay the Death
Benefit.

DISTRIBUTION AT DISTRIBUTION REQUIREMENTS
TIME OF DEATH (a) If You die on or after the Income Start Date, and
PROVISIONS before the entire interest inthe contract has been
distributed, the remaining portion of such interest
shall be distributed at least as rapidly as under the
method of distributions being used as of the date of
death.
(b) If You die before the Income Start Date, the entire
interest in the contract will be distributed within 5
years after the date of death.
(c) If any portion of Your interest is payable to or for
the benefit of a designated Beneficiary, and such
Beneficiary elects within a period of less than 1 year
after such death to have such portion distributed over
a period that (a) does not extend beyond such
Beneficiary's life or life expectancy and starts within
1 year after such death, then, for purposes of
satisfying the requirements of (a) and (b) above, such
portion shall be treated as distributed entirely on the
date such periodic distributions begin.
(d) If the Contract Owner is not an individual, then the
"primary annuitant" shall be treated as the Contract
Owner under (a) and (b) above. For this purpose, the
"primary annuitant" means the individual, the events in
the life of whom are of primary importance in affecting
the timing or amount of the payout under this contract.

Page 7

<PAGE>

BENEFICIARY BENEFICIARY
PROVISIONS The designated Beneficiary will remain in effect until You
change it. Changes in the designated Beneficiary may be
made during the lifetime of the Annuitant or Joint Annuitant
by written notice to Us. If the designated Beneficiary has
been designated irrevocably, however, such designation
cannot be changed or revoked without such Beneficiary's
written consent. Upon receipt of such notice and written
consent, if required by Us, the new designation will take
effect as of the date the notice is signed, whether or not
the Annuitant or Joint Annuitant is alive at the time of
receipt of such notice. The change will be subject to any
payments made or other action taken by Us before the receipt
of the notice.

If You die before the Income Start Date, the designated
Beneficiary will be the Beneficiary. If no Beneficiary
designation is in effect or if the Beneficiary has
predeceased You, Your estate will be the Beneficiary.

If the Annuitant or the Joint Annuitant, if any, dies prior
to the Income Start Date and You are living, You shall be
the Beneficiary. In that case, the rights of any designated
Beneficiary shall be voided.

GENERAL THE CONTRACT
PROVISIONS This contract constitutes the entire contract. It is
intended to qualify as an annuity contract for Federal tax
purposes. To that end, the provisions of the contract are
interpreted and administered to ensure and maintain such tax
qualification. Notwithstanding any other provisions to the
contrary, We reserve the right to amend this contract to
reflect any clarifications that may be needed or are
appropriate to maintain such tax qualification or to conform
this contract to any applicable changes in the tax
qualification requirements. We will send You a copy of any
such amendment.

MODIFICATION
No modification of this contract shall be made except over
the signature of Our President, a Vice President, an
Assistant Vice President or a Secretary. No modification
will affect the amount or term of any annuity begun prior to
the modification unless it is required to conform the
contract to any Federal or State statute. No modification
of the contract will affect the method by which the Contract
Value will be determined.

MINIMUM BENEFIT STATEMENT
Benefits available under this contract equal or exceed those
required by the state in which the contract is purchased.

NON-PARTICIPATION
This contract does not share in Our surplus earnings. That
portion of the assets of the Separate Account equal to the
reserves and other contract liabilities of the Separate
Account shall not be chargeable with liabilities arising out
of any other business We may conduct.

Page 8

<PAGE>

GENERAL MISSTATEMENT OF AGE AND SEX
PROVISIONS We require proof of the age and sex of the Annuitant and
(CONTINUED) that of any Joint Annuitant before making any life
contingent annuity payments. If the age or sex of the
Annuitant or any Joint Annuitant has been misstated, the
amount payable will be adjusted to reflect the amount that
would have been provided on the basis of the corrected
information. Any underpayments will be made up immediately,
and overpayments will be deducted from future payments until
the total is repaid.

PROOF OF SURVIVAL
The payment of any annuity benefit may be subject to
evidence that the Annuitant is alive on the date such
payment is otherwise due.

INCONTESTABILITY
We cannot contest this contract.

REPORTS TO THE CONTRACT OWNER
We will send You an annual report of the Funds and any other
notices, reports or documents required by law to be
delivered to Contract Owners.

VOTING RIGHTS
We will notify You of any Fund shareholder's meetings at
which the shares held for Your benefit may be voted. We
will also send proxy materials and a form of instruction by
means of which You can instruct Us with respect to the
voting of the shares held for Your benefit. In connection
with the voting of Fund shares held by Us, We will arrange
for the handling and tallying of proxies received from
Contract Owners. We will vote the Fund shares held by Us in
accordance with the instructions received from the Contract
Owners having the right to give voting instructions. If You
desire to attend any meeting which shares held for Your
benefit may be voted, You may request Us to furnish a proxy
or otherwise arrange for the exercise of voting rights with
respect to the Fund shares held for Your benefit.

In the event that You give no instructions or leave the
manner of voting discretionary, We will vote such shares of
the appropriate Fund in the same proportion as shares of
that Fund for which instructions have been received. Also,
We will vote the Fund shares in this proportionate manner
which are held by Us for Our own account. During the
annuity period under a contract the number of votes will
decrease as the assets held to fund annuity benefits
decrease.

SUBSTITUTION
We reserve the right to substitute the shares of any other
registered investment company for the shares of any Fund
already purchased or to be purchased in the future by the
Separate Account provided that the substitution has been
approved by the Securities and Exchange Commission.

CHANGE IN THE OPERATION OF THE SEPARATE ACCOUNT
At Our election and subject to any necessary vote by persons
having the right to give instructions with respect to the
voting of the Fund shares held by the Sub-Accounts, the
Separate Account may be operated as a management company
under the Investment Company Act of 1940 or it may be
deregistered under the Investment Company Act of 1940 in the
event registration is no longer required. Deregistration of
the Separate Account requires an order by the Securities and
Exchange Commission.

Page 9

<PAGE>

VALUATION PREMIUM PAYMENT
PROVISIONS The Premium Payment is applied to provide Sub-Account
Accumulation Units with respect to the Sub-Account(s) that
You have selected.

The number of Accumulation Units credited to each
Sub-Account is determined by dividing the portion of the
Premium Payment allocated to that Sub-Account by the dollar
value of 1 Accumulation Unit for that Sub-Account. This is
computed within 2 business days after the receipt of the
Premium Payment by Us. The number of Accumulation Units so
determined will not be affected by any subsequent change in
the value of such Accumulation Units. The Accumulation Unit
value in any Sub-Account may increase or decrease from day
to day as described below.

NET INVESTMENT FACTOR
The Net Investment Factor for each of the Sub-Accounts is
equal to:
(a) the Net Asset Value per share of the corresponding Fund
at the end of the valuation period (plus the per share
amount of any unpaid dividends or capital gains by that
Fund); divided by
(b) the Net Asset Value per share of the corresponding Fund
at the beginning of the valuation period; and
(c) subtracting from that amount the mortality and expense
risk charge and the administration charge shown on Page
3.

ACCUMULATION UNIT VALUE
The Accumulation Unit Value for each Sub-Account will vary
to reflect the investment experience of the applicable Fund.
It will be determined on each Valuation Day by multiplying
the Accumulation Unit Value of the particular Sub-Account on
the preceding Valuation Day by the Net Investment Factor for
that Sub-Account for the valuation period then ended. The
value of the Sub-Account on each Valuation Day is then
determined by multiplying the number of Accumulation Units
in that Sub-Account by the Accumulation Unit Value on that
Valuation Day.

ANNUITY UNIT VALUE
The value of an Annuity Unit for each Sub-Account of the
Separate Account will vary to reflect the investment
experience of the applicable Funds and will be determined by
multiplying the value of the Annuity Unit for that
Sub-Account on the preceding day by the product of (a) the
Net Investment Factor for that Sub-Account for the day for
which the Annuity Unit Value is being calculated, and (b)
the Annuity Unit Factor which neutralizes the Assumed
Investment Return. Both the Annuity Unit Factor and the
Assumed Investment Return appear on Page 3.

ANNUITY INCOME START DATE
PROVISIONS You select an Income Start Date when applying for the
contract. This is the date on which annuity payments are to
begin. The Income Start Date may be no earlier than the end
of the Right to Examine Contract period described on the
cover of this contract and no later than 60 days from the
Contract Issue Date.

Page 10

<PAGE>

ANNUITY DETERMINATION OF ANNUITY PAYMENTS
PROVISIONS The first annuity payment will be calculated on the Annuity
(CONTINUED) Calculation Date which will be no more than 5 days prior to
the Income Start Date. On the Annuity Calculation Date, a
fixed number of Annuity Units will be purchased, determined
as follows:

The first annuity payment is equal to the Contract Value,
divided first by $1,000 and then multiplied by the
appropriate Payment Factor shown on Page 3 for the annuity
benefit described on Page 3A. In each Sub-Account the fixed
number of Annuity Units is determined by dividing the amount
of the initial annuity payment determined for each
Sub-Account by the Annuity Unit Value on the Annuity
Calculation Date. Thereafter, the number of Annuity Units
in each Sub-Account remains unchanged unless You elect to
transfer between Sub-Accounts. All calculations shall
appropriately reflect the Annuity Payment Frequency
selected.

Once Variable Annuity payments have begun, the number of
Annuity Units remains fixed with respect to a particular
Sub-Account. If You elect that continuing annuity payments
be based on a different Sub-Account, the number will change
effective with that election but will remain fixed in number
following such election. The method of calculating the unit
value is described under Valuation Provisions.

The dollar amount of the second and subsequent Variable
Annuity payments is not predetermined and may increase or
decrease from month to month. The actual amount of each
Variable Annuity payment after the first is determined by
multiplying the number of Sub-Account Annuity Units by the
Sub-Account Annuity Unit Value as described in the Valuation
Provisions. The Sub-Account Annuity Unit Value will be
determined no more than 5 days prior to the Valuation Day
preceding the date the next annuity payment is due.

We guarantee that the dollar amount of Variable Annuity
payments will not be adversely affected by variations in the
expense results and in the actual mortality experience of
Annuitants from the mortality assumptions, including any age
adjustment, used in determining the first monthly payment.

MINIMUM PAYMENT
No election of any option may be made under this contract
unless the first payment for each affected Sub-Account would
be at least equal to the minimum payment amount according to
Our rules then in effect. If at any time, payments to be
made to any Payee from each Sub-Account are or become less
than the minimum payment amount, We shall have the right to
change the frequency of payment to such intervals as will
result in a payment at least equal to the minimum. If any
amount due would be less than the minimum payment amount per
annum, We may make such other settlement as may be equitable
to the Payee.

Page 11

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999

[LOGO]

INDIVIDUAL SINGLE PREMIUM IMMEDIATE
VARIABLE ANNUITY CONTRACT
WITH PERIOD CERTAIN

<PAGE>

[LOGO]

CONTRACT RIDER FOR This contract, having been issued pursuant to the
QUALIFIED INDIVIDUAL provisions of Section 408 of the Internal Revenue Code
RETIREMENT ANNUITY of 1986, as amended, is amended on the Contract Issue
Date as follows:

Except in the case of a rollover contribution (as
permitted by Section 402(c), 403(a)(4), 403(b)(8) or
408(d)(3), or a contribution made in accordance with
the terms of a Simplified Employee Pension (SEP) as
described in Section 408(k), no purchase payments will
be accepted unless they are in cash, and the total of
such purchase payments shall not exceed the lesser of
$2,000 or includible compensation (as defined in
Section 219(f)(1) of the Internal Revenue Code of 1986
and applicable regulations, as amended) for any taxable
year.

In no event shall any person other than the Annuitant
be the owner of this contract and the entire interest
of the Annuitant in this contract shall be
nonforfeitable.

When issued with this Rider, the contract is not
transferable. The rights, title and interest in the
contract thereunder may not be transferred nor may such
rights, title and interest be assigned or pledged to
anyone other than Us.

When issued with this Rider, the contract is
established for the exclusive benefit of the Annuitant
and the Annuitant's Beneficiaries.

The language of this Rider supersedes and controls any
conflicting language in the remainder of the contract
to which the Rider is attached.

The issuer of an Individual Retirement Annuity (IRA)
shall furnish annual calendar year reports concerning
the status of the annuity.

We retain the right to further amend the contract at
any time without the consent of the Annuitant as
necessary to conform with changes in the Internal
Revenue Code and regulation or rulings related thereto.

Signed for HARTFORD LIFE INSURANCE COMPANY

/s/ Lynda Godkin /s/ Lowndes A. Smith
Lynda Godkin, SECRETARY Lowndes A. Smith, PRESIDENT

<PAGE>

[LOGO]

ENDORSEMENT

This endorsement is issued as part of the Contract to
which it is attached. The issue date of this
endorsement is the same as the Contract Issue Date of
the contract. Except where this endorsement provides
otherwise, it is subject to all of the conditions and
limitations of the contract.

The definition of Contract Owner is amended by the
substitution of the following:

CONTRACT OWNER - The owner(s) of the contract.

The definition of You, Your is amended by substitution
of the following:

YOU, YOUR - The Contract Owner(s).

The Ownership section of the Contract Control
Provisions is amended by substitution of the following:

You have the sole power to exercise all rights,
options and privileges granted by this contract or
permitted by Us and to agree with Us to any change
in or amendment to the contract. Your rights
shall be subject to the rights of any assignee of
record with Us and of any irrevocably designated
Beneficiary. In the case of joint Contract
Owners, each Contract Owner alone may exercise all
rights, options and privileges, except with
respect to the rights to surrender the contract or
change the Contract Owner designation. If a
Contract Owner dies on or after the Income Start
Date, any surviving joint Contract Owner will be
the sole Contract Owner. In the event that there
is no surviving Contract Owner, the Payee will be
the Contract Owner.

The second paragraph of the Beneficiary Provisions is
amended by substitution of the following:

If the Contract Owner dies before the Income Start
Date, the Beneficiary will be as follows. If the
owner was the sole Contract Owner, the Beneficiary
shall be the designated Beneficiary then in
effect. If no Beneficiary designation is in
effect or if the designated Beneficiary has
predeceased the Contract Owner, the Contract
Owner's estate will be the Beneficiary. At the
first death of a joint Contract Owner prior to the
Income Start Date, the Beneficiary shall be the
surviving Contract Owner notwithstanding that the
designated Beneficiary may be different.

Signed for HARTFORD LIFE INSURANCE COMPANY

/s/ Lynda Godkin /s/ Lowndes A. Smith
Lynda Godkin, SECRETARY Lowndes A. Smith, PRESIDENT
<PAGE>

[LOGO]

HARTFORD LIFE INSURANCE COMPANY
HARTFORD, CONNECTICUT 06104-2999
(a stock life insurance company, herein called the "Company")

ADMINISTRATIVE OFFICE:
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

This contract is issued in consideration of the payment of the single premium.

This contract is subject to the laws of the jurisdiction where it is purchased.

Signed for the Company

/s/ Lynda Godkin /s/ Lowndes A. Smith
Lynda Godkin, SECRETARY Lowndes A. Smith, PRESIDENT

NONPARTICIPATING

INDIVIDUAL SINGLE PREMIUM IMMEDIATE
VARIABLE ANNUITY CONTRACT

<PAGE>

TABLE OF CONTENTS

PAGE

Contract Specifications 3

Definition of Certain Terms 4

Premium Payment Provisions 5

Contract Control Provisions 6

Death Before Income Start Date Provisions 6

Death On or After Income Start Date Provisions 7

Distribution at Time of Death Provisions 7

Beneficiary Provisions 7

General Provisions 8

Valuation Provisions 9

Annuity Provisions 10

Page 2

<PAGE>

CONTRACT SPECIFICATIONS

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

FUND OPTIONS
THE PREMIUM PAYMENT WILL BE ALLOCATED AS SPECIFIED BY THE CONTRACT OWNER.

SEPARATE ACCOUNT: [ HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT 2 ]

SUB-ACCOUNT BASED ON:

[ ADVISERS FUND HARTFORD ADVISERS FUND, INC.

BOND FUND HARTFORD BOND FUND, INC.

CAPITAL APPRECIATION FUND HARTFORD CAPITAL APPRECIATION FUND, INC.

DIVIDEND AND GROWTH FUND HARTFORD DIVIDEND AND GROWTH FUND, INC.

INDEX FUND HARTFORD INDEX FUND, INC.

INTERNATIONAL ADVISERS FUND HARTFORD INTERNATIONAL ADVISERS FUND, INC.

INTERNATIONAL OPPORTUNITIES FUND HARTFORD INTERNATIONAL OPPORTUNITIES
FUND, INC.

MONEY MARKET FUND HVA MONEY MARKET FUND, INC.

MORTGAGE SECURITIES FUND HARTFORD MORTGAGE SECURITIES FUND, INC.

SMALL COMPANY FUND HARTFORD SMALL COMPANY FUND, INC.

STOCK FUND HARTFORD STOCK FUND, INC. ]

OR OTHER SUB-ACCOUNTS AS MAY BE MADE AVAILABLE FROM TIME TO TIME.

Page 3

<PAGE>

CONTRACT SPECIFICATIONS

MORTALITY AND EXPENSE RISK CHARGE: 1.25% PER ANNUM OF NET ASSET VALUE

ADMINISTRATION CHARGE: [ 0% ] PER ANNUM OF NET ASSET VALUE

DESCRIPTION OF ANNUITY BENEFIT
LIFE ANNUITY
AN ANNUITY PAYABLE ACCORDING TO THE ANNUITY PAYMENT FREQUENCY SELECTED DURING
THE LIFETIME OF THE ANNUITANT, CEASING WITH THE LAST PAYMENT DUE PRIOR TO THE
DEATH OF THE ANNUITANT. THE FIRST PAYMENT IS BASED ON THE ASSUMED INVESTMENT
RETURN, THE AGE AND SEX OF THE ANNUITANT, AND THE 1983a INDIVIDUAL ANNUITY
MORTALITY TABLE PROJECTED TO THE YEAR [2000] USING PROJECTION SCALE G.

(a) FOR ANY PERIOD DURING WHICH THE NEW YORK STOCK EXCHANGE IS CLOSED OR DURING
WHICH TRADING ON THE NEW YORK STOCK EXCHANGE IS RESTRICTED;
(b) FOR ANY PERIOD DURING WHICH AN EMERGENCY EXISTS AS A RESULT OF WHICH
(i) DISPOSAL OF THE SECURITIES HELD IN THE SUB-ACCOUNTS IS NOT REASONABLY
PRACTICABLE, OR (ii) IT IS NOT REASONABLY PRACTICABLE FOR THE VALUE OF THE
NET ASSETS OF THE SEPARATE ACCOUNT TO BE FAIRLY DETERMINED; AND
(c) FOR SUCH OTHER PERIODS AS THE SECURITIES AND EXCHANGE COMMISSION MAY, BY
ORDER, PERMIT FOR THE PROTECTION OF THE CONTRACT OWNERS. THE CONDITIONS
UNDER WHICH TRADING SHALL BE DEEMED TO BE RESTRICTED OR ANY EMERGENCY SHALL
BE DEEMED TO EXIST SHALL BE DETERMINED BY RULES AND REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION.

Page 3A

<PAGE>

DEFINITION OF ACCUMULATION UNIT - An accounting unit of measure used to
CERTAIN TERMS calculate the value of a Sub-Account of this contract prior
to the Annuity Calculation Date.

ANNUITANT - The person on whose continuation of life this
contract is issued. The Annuitant may not be changed.
Also, see Joint Annuitant.

ANNUITY CALCULATION DATE - The date on which the first
annuity payment will be calculated. It will be no more than
5 days prior to the Income Start Date.

ANNUITY UNIT - An accounting unit of measure used to
calculate the amount of annuity payments.

ANNUITY UNIT FACTOR - The factor applied daily to neutralize
the effect of the Assumed Investment Return.

ASSUMED INVESTMENT RETURN - The investment return upon which
the annuity payments in the contract are based.

CONTRACT ISSUE DATE - The date on which the contract is
issued. Similarly, Contract Years are measured from the
Contract Issue Date.

CONTRACT OWNER - The owner of the contract.

CONTRACT VALUE - The value of the Sub-Accounts prior to the
Annuity Calculation Date.

FUND(S) - Currently the Funds specified on Page 3 or any
other Fund(s) that may be added by Us.

INCOME START DATE - The date on which annuity payments are
to begin.

NET ASSET VALUE - The total amount allocated to the Sub-
Accounts at the time of valuation. This amount will never
be less than that required by the Securities and Exchange
Commission.

Page 4

<PAGE>

DEFINITION OF PAYEE - The person, designated by You, to whom annuity
CERTAIN TERMS payments will be made.
(CONTINUED)
PAYMENT FACTOR - The factor shown on Page 3 which is used on
the Annuity Calculation Date to calculate the first annuity
payment.

SUB-ACCOUNT - The subdivisions of the Separate Account.
They are shown on Page 3.

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

WE, US, OUR - The company referred to on the first page of
this contract.

YOU, YOUR - The Contract Owner.

PREMIUM PAYMENT PREMIUM PAYMENT
The Premium Payment is shown on Page 3. This is a single
premium contract.

TRANSFERS
Prior to the Annuity Calculation Date, You may transfer
Contract Values held in the Sub-Accounts into other Sub-
Accounts. No transfers may occur until the end of the Right
to Examine Contract period described on the cover of this
contract.

Page 5

<PAGE>

PREMIUM PAYMENT On or after the Annuity Calculation Date, You may transfer
(CONTINUED) the Sub-Accounts into other Sub-Accounts. No partial
Annuity Units held in transfer will be made on or after the
Annuity Calculation Date if, as a result of such transfer,
any selected Sub-Account will be providing less than 10% of
the benefits under this contract.

Transfers will take effect no later than the Valuation Day
next following the day on which We receive Your transfer
request.

We reserve the right to limit the number of transfers to no
more frequently than 12 per Contract Year, with no 2
transfers being made on consecutive Valuation Days.

CONTRACT CONTROL ANNUITANT, JOINT ANNUITANT AND CONTRACT OWNER
PROVISIONS The Annuitant and Joint Annuitant, if any, may not be
changed.

The designation of Contract Owner will remain in effect
until You change it. Changes in the designation of the
Contract Owner may be made during the lifetime of the
Annuitant by written notice to Us.

DEATH BEFORE DEATH BEFORE INCOME START DATE
INCOME START If the Contract Owner, the Annuitant or the Joint Annuitant,
DATE PROVISIONS if any, dies before the Income Start Date, We will pay an
amount equal to the Contract Value to the Beneficiary as
determined under the Beneficiary Provisions. The Contract
Value will be determined as of the date We receive written
notification of Due Proof of Death. The Contract Value may
be taken in 1 sum or under any of the settlement options
then being offered by Us. When payment is taken in 1 sum,
payment will be made within 7 days after the date Due Proof
of Death is received, except when We are permitted to defer
such payment under the Investment Company Act of 1940.

If You die and Your spouse is the sole Beneficiary and the
Annuitant is living, Your spouse may elect, in lieu of
receiving the Contract Value, to be treated as the Contract
Owner.

Page 6

<PAGE>

DEATH ON OR AFTER DEATH ON OR AFTER INCOME START DATE
INCOME START DATE Any remaining interest in this contract payable after the
PROVISIONS death of the Annuitant or the Joint Annuitant on or
following the Income Start Date is set forth on Page 3A.
The remaining interest may be taken in 1 sum or by
continuing payments to the Beneficiary for the remainder of
the period. When payment is taken in 1 sum, payment will be
made within 7 days after the date Due Proof of Death is
received by Us, except when We are permitted to defer such
payment under the Investment Company Act of 1940.

DISTRIBUTION AT DISTRIBUTION REQUIREMENTS
TIME OF DEATH (a) If You die on or after the Income Start Date, and before
PROVISIONS the entire interest in the contract has been
distributed, the remaining portion of such interest
shall be distributed at least as rapidly as under the
method of distributions being used as of the date of
death.
(b) If You die before the Income Start Date, the entire
interest in the contract will be distributed within
5 years after the date of death.
(c) If any portion of Your interest is payable to or for
the benefit of a designated Beneficiary, and such
Beneficiary elects within a period of less than 1 year
after such death to have such portion distributed over
a period that (a) does not extend beyond such
Beneficiary's life or life expectancy and starts within
1 year after such death, then, for purposes of
satisfying the requirements of (a) and (b) above, such
portion shall be treated as distributed entirely on the
date such periodic distributions begin.
(d) If the Contract Owner is not an individual, then the
"primary annuitant" shall be treated as the Contract
Owner under (a) and (b) above. For this purpose, the
"primary annuitant" means the individual, the events in
the life of whom are of primary importance in affecting
the timing or amount of the payout under this contract.

Page 7

<PAGE>

GENERAL PROVISIONS THE CONTRACT
This contract constitutes the entire contract. It is
intended to qualify as an annuity contract for Federal tax
purposes. To that end, the provisions of the contract are
interpreted and administered to ensure and maintain such tax
qualification. Notwithstanding any other provisions to the
contrary, We reserve the right to amend this contract to
reflect any clarifications that may be needed or are
appropriate to maintain such tax qualification or to conform
this contract to any applicable changes in the tax
qualification requirements. We will send You a copy of any
such amendment.

MINIMUM BENEFIT STATEMENT
Benefits available under this contract equal or exceed those
required by the state in which the contract is purchased.

MISSTATEMENT OF AGE AND SEX
We require proof of the age and sex of the Annuitant and
that of any Joint Annuitant before making any life
contingent annuity payments. If the age or sex of the
Annuitant or any Joint Annuitant has been misstated, the
amount payable will be adjusted to reflect the amount that
would have been provided on the basis of the corrected
information. Any underpayments will be made up immediately,
and overpayments will be deducted from future payments until
the total is repaid.

PROOF OF SURVIVAL
The payment of any annuity benefit may be subject to
evidence that the Annuitant is alive on the date such
payment is otherwise due.

INCONTESTABILITY
We cannot contest this contract.

REPORTS TO THE CONTRACT OWNER
We will send You an annual report of the Funds and any other
notices, reports or documents required by law to be
delivered to Contract Owners.

Page 8

<PAGE>

GENERAL PROVISIONS VOTING RIGHTS
(CONTINUED) We will notify You of any Fund shareholder's meetings at
which the shares held for Your benefit may be voted. We
will also send proxy materials and a form of instruction by
means of which You can instruct Us with respect to the
voting of the shares held for Your benefit. In connection
with the voting of Fund shares held by Us, We will arrange
for the handling and tallying of proxies received from
Contract Owners. We will vote the Fund shares held by Us in
accordance with the instructions received from the Contract
Owners having the right to give voting instructions. If You
desire to attend any meeting which shares held for Your
benefit may be voted, You may request Us to furnish a proxy
or otherwise arrange for the exercise of voting rights with
respect to the Fund shares held for Your benefit.

VALUATION PREMIUM PAYMENT
PROVISIONS The Premium Payment is applied to provide Sub-Account
Accumulation Units with respect to the Sub-Account(s) that
You have selected.

The number of Accumulation Units credited to each Sub-
Account is determined by dividing the portion of the Premium
Payment allocated to that Sub-Account by the dollar value of
1 Accumulation Unit for that Sub-Account. This is computed
within 2 business days after the receipt of the Premium
Payment by Us. The number of Accumulation Units so
determined will not be affected by any subsequent change in
the value of such Accumulation Units. The Accumulation Unit
value in any Sub-Account may increase or decrease from day
to day as described below.

Page 9

<PAGE>

VALUATION NET INVESTMENT FACTOR
PROVISIONS The Net Investment Factor for each of the Sub-Accounts is
(CONTINUED) equal to:
(a) the Net Asset Value per share of the corresponding Fund
at the end of the valuation period (plus the per share
amount of any unpaid dividends or capital gains by that
Fund); divided by
(b) the Net Asset Value per share of the corresponding Fund
at the beginning of the valuation period; and
(c) subtracting from that amount the mortality and expense
risk charge and the administration charge shown on
Page 3.

ANNUITY UNIT VALUE
The value of an Annuity Unit for each Sub-Account of the
Separate Account will vary to reflect the investment
experience of the applicable Funds and will be determined by
multiplying the value of the Annuity Unit for that Sub-
Account on the preceding day by the product of (a) the Net
Investment Factor for that Sub-Account for the day for which
the Annuity Unit Value is being calculated, and (b) the
Annuity Unit Factor which neutralizes the Assumed Investment
Return. Both the Annuity Unit Factor and the Assumed
Investment Return appear on Page 3.

ANNUITY PROVISIONS INCOME START DATE
You select an Income Start Date when applying for the
contract. This is the date on which annuity payments are to
begin. The Income Start Date may be no earlier than the end
of the Right to Examine Contract period described on the
cover of this contract and no later than 60 days from the
Contract Issue Date.

DETERMINATION OF ANNUITY PAYMENTS
The first annuity payment will be calculated on the Annuity
Calculation Date which will be no more than 5 days prior to
the Income Start Date. On the Annuity Calculation Date, a
fixed number of Annuity Units will be purchased, determined
as follows:

The first annuity payment is equal to the Contract Value,
divided first by $1,000 and then multiplied by the
appropriate Payment Factor shown on Page 3 for the annuity
benefit described on Page 3A. In each Sub-Account the fixed
number of Annuity Units is determined by dividing the amount
of the initial annuity payment determined for each Sub-
Account by the Annuity Unit Value on the Annuity Calculation
Date. Thereafter, the number of Annuity Units in each Sub-
Account remains unchanged unless You elect to transfer
between Sub-Accounts. All calculations shall appropriately
reflect the Annuity Payment Frequency selected.

Page 10

<PAGE>

ANNUITY Once Variable Annuity payments have begun, the number of
PROVISIONS Annuity Units remains fixed with respect to a particular
(CONTINUED) Sub-Account. If You elect that continuing annuity payments
be based on a different Sub-Account, the number will change
effective with that election but will remain fixed in number
following such election. The method of calculating the unit
value is described under Valuation Provisions.

Page 11

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 2999
HARTFORD, CONNECTICUT 06104-2999

[LOGO]

INDIVIDUAL SINGLE PREMIUM IMMEDIATE
VARIABLE ANNUITY CONTRACT

<PAGE>

[LOGO]

CONTRACT RIDER This contract, having been issued pursuant to the provisions
FOR QUALIFIED of Section 408 of the Internal Revenue Code of 1986, as
INDIVIDUAL amended, is amended on the Contract Issue Date as follows:
RETIREMENT
ANNUITY Except in the case of a rollover contribution (as permitted
by Section 402(c), 403(a)(4), 403(b)(8) or 408(d)(3), or a
contribution made in accordance with the terms of a
Simplified Employee Pension (SEP) as described in Section
408(k), no purchase payments will be accepted unless they
are in cash, and the total of such purchase payments shall
not exceed the lesser of $2,000 or includible compensation
(as defined in Section 219(f)(1) of the Internal Revenue
Code of 1986 and applicable regulations, as amended) for any
taxable year.

In no event shall any person other than the Annuitant be the
owner of this contract and the entire interest of the
Annuitant in this contract shall be nonforfeitable.

When issued with this Rider, the contract is established for
the exclusive benefit of the Annuitant and the Annuitant's
Beneficiaries.

The language of this Rider supersedes and controls any
conflicting language in the remainder of the contract to
which the Rider is attached.

The issuer of an Individual Retirement Annuity (IRA) shall
furnish annual calendar year reports concerning the status
of the annuity.

We retain the right to further amend the contract at any
time without the consent of the Annuitant as necessary to
conform with changes in the Internal Revenue Code and
regulation or rulings related thereto.

Signed for HARTFORD LIFE INSURANCE COMPANY

/s/ Lynda Godkin /s/ Lowndes A. Smith
Lynda Godkin, SECRETARY Lowndes A. Smith, PRESIDENT

<PAGE>

[LOGO]

ENDORSEMENT

This endorsement is issued as part of the Contract to which
it is attached. The issue date of this endorsement is the
same as the Contract Issue Date of the contract. Except
where this endorsement provides otherwise, it is subject to
all of the conditions and limitations of the contract.

The definition of Contract Owner is amended by the
substitution of the following:

CONTRACT OWNER - The owner(s) of the contract.

The definition of You, Your is amended by substitution of
the following:

YOU, YOUR - The Contract Owner(s).

The Ownership section of the Contract Control Provisions is
amended by substitution of the following:

You have the sole power to exercise all rights, options and
privileges granted by this contract or permitted by Us and
to agree with Us to any change in or amendment to the
contract. Your rights shall be subject to the rights of any
assignee of record with Us and of any irrevocably designated
Beneficiary. In the case of joint Contract Owners, each
Contract Owner alone may exercise all rights, options and
privileges, except with respect to the rights to surrender
the contract or change the Contract Owner designation. If a
Contract Owner dies on or after the Income Start Date, any
surviving joint Contract Owner will be the sole Contract
Owner. In the event that there is no surviving Contract
Owner, the Payee will be the Contract Owner.

The second paragraph of the Beneficiary Provisions is
amended by substitution of the following:

If the Contract Owner dies before the Income Start Date, the
Beneficiary will be as follows. If the owner was the sole
Contract Owner, the Beneficiary shall be the designated
Beneficiary then in effect. If no Beneficiary designation
is in effect or if the designated Beneficiary has
predeceased the Contract Owner, the Contract Owner's estate
will be the Beneficiary. At the first death of a joint
Contract Owner prior to the Income Start Date, the
Beneficiary shall be the surviving Contract Owner
notwithstanding that the designated Beneficiary may be
different.

Signed for HARTFORD LIFE INSURANCE COMPANY

/s/ Lynda Godkin /s/ Lowndes A. Smith
Lynda Godkin, SECRETARY Lowndes A. Smith, PRESIDENT

<PAGE>

Exhibit 5

U.S.P.S-FIRST CLASS OR THE HARTFORD-IAS
HARTFORD, CT 06150-0197
[LOGO]
THE PRIVATE EXPRESS MAIL THE HARTFORD-IAS LOCK BOX #30197
HARTFORD CARRIERS-MAIL TO: ATTN: FLEET LOCKBOX OPERATIONS
MSN 275, 20TH FLOOR
20 CHURCH STREET, HARTFORD, CT 06120

APPLICATION FOR INDIVIDUAL IMMEDIATE VARIABLE ANNUITY
- -- HARTFORD LIFE INSURANCE COMPANY
- -- ITT HARTFORD LIFE AND ANNUITY INSURANCE COMPANY
<TABLE>
<S><C>
- ------------------------------------------------------------------------------------------------------------------------------------
1. ANNUITANT (PLEASE PROVIDE PROOF OF AGE. FOR EXAMPLE, A COPY OF YOUR VALID DRIVERS LICENSE, PASSPORT OR BIRTH CERTIFICATE)

NAME SEX / / M / / F
---------------------------------------------------------
FIRST MIDDLE LAST

ADDRESS DATE OF BIRTH / /
------------------------------------------------------ ------------------------

CITY STATE ZIP CODE
---------------------------------- ------------ ---------------------------------

SOCIAL SECURITY NUMBER DAYTIME PHONE ( )
-------------------------------- ----------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
2. CONTRACT OWNER (IF DIFFERENT THAN ANNUITANT)

NAME SEX / / M / / F
----------------------------------------------------------
FIRST MIDDLE LAST

ADDRESS DATE OF BIRTH / /
------------------------------------------------------ -------------------------

CITY STATE ZIP CODE
---------------------------------- ------------ ----------------------------------

NAME SEX / / M / / F
-----------------------------------------------------------
FIRST MIDDLE LAST

DATE OF BIRTH / /
----------------------------------------------------------- -------------------------
RELATIONSHIP TO CONTRACT OWNER

SOCIAL SECURITY NUMBER
------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
4. JOINT ANNUITANT (IF APPLICABLE) (PLEASE PROVIDE PROOF OF AGE.)

NAME SEX / / M / / F
----------------------------------------------------------
FIRST MIDDLE LAST

SOCIAL SECURITY NUMBER DATE OF BIRTH / /
----------------------------------------- -------------------------

RELATIONSHIP TO ANNUITANT
----------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------

5. BENEFICIARY (PLEASE GIVE NAME(S) AND RELATIONSHIP TO THE CONTRACT OWNER.)

--------------------------------------------------------------------------------------------------------------------------
PRIMARY BENEFICIARY RELATIONSHIP SOCIAL SECURITY NUMBER

--------------------------------------------------------------------------------------------------------------------------
CONTINGENT BENEFICIARY RELATIONSHIP SOCIAL SECURITY NUMBER

UNLESS OTHERWISE STATED, PROCEEDS WILL BE DIVIDED EQUALLY. PLEASE ATTACH A SEPARATE SHEET TO ADD ADDITIONAL BENEFICIARIES.

- ------------------------------------------------------------------------------------------------------------------------------------
HL-IMVA97
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
6. PREMIUM PAYMENT
Single Premium Payment $
---------------------------------------
Make check payable to The Hartford Life Insurance Companies)
Monies remitted via / / check / / 1035 / / Qualified Transfer

- ------------------------------------------------------------------------------------------------------------------------------------
7. INCOME START DATE
------------------------------
MONTH DAY YEAR

INCOME START DATE: (Is the date on which annuity payments are to begin.) (Please note: The income start date may be no
earlier than the end of the Right to Examine period of this contract and no later than 60 days from the contract
issue date.)
PAYMENT FREQUENCY: / / Monthly / / Quarterly / / Semi-annually / / Annually
MAILING INSTRUCTIONS: / / Mail Check to:
----------------------------------------
/ / Direct Deposit (complete direct deposit form)
- ------------------------------------------------------------------------------------------------------------------------------------
8. PLAN QUALIFICATION

NON-QUALIFIED / / QUALIFIED IRA: / / TRANSFER / / DIRECT ROLLOVER
/ / ROLLOVER (WITHIN 60 DAYS OF RECEIPT OF FUNDS)
/ / OTHER
-------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
9. ANNUITY OPTIONS (SELECTED BY CHECKING ONE BOX)

/ / OPTION 1 - LIFE ANNUITY (Payable only during the lifetime of the Annuitant, ceasing with the last payment
due prior to the death of the Annuitant).

/ / OPTION 2 - LIFE OF ANNUITY WITH CASH REFUND (Payable for the life of the Annuitant. Beneficiary is entitled to a
Death Benefit at the death of the Annuitant if payments made were less than the contract value).

/ / OPTION 3 - LIFE ANNUITY WITH PERIOD CERTAIN (Payable during the lifetime of the Annuitant with a specified minimum
number of payments during the lifetime of the Annuitant).
Option 5-100 years*
-------------------
/ / OPTION 4 - JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PERIOD CERTAIN (Payable during the lifetime of the
Annuitant and Joint Annuitant with continuing payments to the Survivor using percentage selected).

Payments thereafter during the life of survivor at a level of:
(select one) / / 100% / / 66.67% / / 50%

/ / OPTION 5 - JOINT AND LAST SURVIVOR ANNUITY WITH PERIOD CERTAIN (with a specified minimum number of payments
during the joint lifetime of the Annuitant and Joint Annuitant with continuing payments to the
survivor using percentage selected).
Option 5 - 100 years*
-----------------

Payments thereafter during the life of survivor at a level of:
(select one) / / 100% / / 66.67% / / 50%

/ / OPTION 6 - PERIOD CERTAIN (Payable according to the annuity payment frequency selected for a fixed period).
Option 5- 100 years*
------------------

*THE HARTFORD OFFERS A MINIMUM PERIOD OF 5 YEARS AND A MAXIMUM PERIOD THAT WILL NOT EXCEED THE
ANNUITANT'S AGE 100. PLEASE SELECT SPECIFIC NUMBER OF YEARS FOR PAYMENT.

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

10. ASSUMED INVESTMENT RETURN: / / 3% / / 5% / / 6%

All assumed investment returns may not be available with every annuity option.

- ------------------------------------------------------------------------------------------------------------------------------------
HL-IMVA97
<PAGE>
- ------------------------------------------------------------------------------------------------------------------------------------
11. PURCHASE PAYMENT ALLOCATION
Please check selected fund(s) and note which percentage allocations.

% - %
-------------------------------- ------- - -------------------------------- -------

Total 100%
- ------------------------------------------------------------------------------------------------------------------------------------
12. SPECIAL REMARKS:

- ------------------------------------------------------------------------------------------------------------------------------------
13. AGREEMENT AND ACKNOWLEDGMENT

Will the annuity applied for replace one or more existing annuity or life insurance contracts? / / Yes / / No (If yes, explain in
Special Remarks)

I hereby represent my answers to the above questions to be true and correct to the best of my knowledge and belief. I UNDERSTAND
THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE VARIABLE AND NOT
GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If not checked, the appropriate prospectus will be
mailed to you.

Signed At On
----------------------------- ----------------------------- ----------------------------------------------------
City, State Date (Contract Owner's Signature)

----------------------------------------------------
(Joint Contract Owner's Signature)

Do you, as Agent, have reason to believe the contract applied for will replace existing annuities or life insurance contracts?
/ / Yes / / No

Licensed Agent Broker/Dealer
-------------------------------------------- ----------------------------------------------------
(Signature)
Address
-------------------------------------------- ----------------------------------------------------------
(Print)
Telephone #
-------------------------------------------- ------------------------------------------------------

Field Office Code Staff Code
-------------------- ---------------

- ------------------------------------------------------------------------------------------------------------------------------------
HL-IMVA97
<PAGE>

TAX INFORMATION FORM
Please complete this tax information
form and include it with The Harford's
Immediate Variable Annuity application
[LOGO]
THE
HARTFORD
- ------------------------------------------------------------------------------------------------------------------------------------
1. TAX IDENTIFICATION INFORMATION

Name of Primary Owner
----------------------------------------------------------------------------------------------------

Address
------------------------------------------------------------------------------------------------------------------

City State Zip Code
--------------------------------------------------- -------------------- -----------------------

Social Security Number
----------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
2. TAX REPORTING (PLEASE COMPLETE IF APPLICABLE)

In complying with the Internal Revenue Service reporting requirements, we will assume, unless you otherwise advise us, that all
amounts used to purchase an annuity were from amounts on which you have not been required to pay income tax. Please provide the
portion of the annuity purchase payment on which you were taxed. $
---------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
3. TAX WITHHOLDING INFORMATION

The Hartford is required by law to withhold federal income tax on the taxable portion of your income payments unless you instruct us
otherwise. You may refer to the worksheet in IRS Form W-4P to estimate your withholding allowances.

/ / No. I do not want any tax withheld. (Proceed to Section 4.)
/ / Yes. I do want tax withheld.

Please indicate your marital status and the number of withholding exemptions you want:

Marital Status: / / Single / / Married / / Married, but withhold at higher Single rate

Number of withholding exemptions: / /

I want the following additional amount withheld from each income payment: $
----------------------------

CAUTION: If you elect not to have federal income tax withheld, you are still liable for payment of federal income tax on the
taxable portion of your annuity payments. You also may be subject to tax penalties under the estimated tax payment rules if your
payment of estimated tax and withholding, if any, are not adequate.
- ------------------------------------------------------------------------------------------------------------------------------------
4. CERTIFICATION FOR TAX IDENTIFICATION

By signing below, I certify under penalties of perjury that:
The number shown above is my correct taxpayer identification number (or I am waiting for a number
to be issued to me); and

I am not subject to backup withholding either because I have not been notified by the IRS that I am subject to backup
withholding as a result of a failure to report all interest or dividends OR the IRS has notified me that I am no
longer subject to backup withholding.

X
----------------------------------------------------------- ------------------------------------------------------
Signature of Owner Date

<PAGE>

DIRECT DEPOSIT FORM

[LOGO]
THE
HARTFORD

Please complete this form for electronic transfers of your income payments from your Hartford Variable Annuity to your bank account.
Please be sure to complete all sections, read carefully before signing and attach a voided check.
- ------------------------------------------------------------------------------------------------------------------------------------
1. GENERAL INFORMATION

Your name as it appears on your bank account (please print)

Name
-------------------------------------------------------------------------------------------------------------------------------
First Middle Last

- ------------------------------------------------------------------------------------------------------------------------------------
2. BANK INFORMATION

Bank name (please print)
---------------------------------------------------------------- STAPLE VOIDED
CHECK HERE
Bank routing transit number
-------------------------------------------------------------
(ABA#, OBTAIN FROM YOUR FINANCIAL INSTITUTION)

Your bank checking account number
-------------------------------------------------------

A VOIDED CHECK MUST BE ATTACHED FOR VERIFICATION PURPOSES

- ------------------------------------------------------------------------------------------------------------------------------------
3. SIGNATURE(S)

I authorize The Hartford to electronically transfer annuity payments directly to my bank account.

I agree to direct my executors, administrators, or assignees to refund to The Hartford any payments which are made following my
death so they may be redistributed to my beneficiary if applicable. I also agree to any necessary adjustments for transfers made in
error.

It is understood that this authorization may be terminated by me at any time by written notification to The Hartford at the address
below.

X
------------------------------------------------------------------- -----------------------------------------------------
Signature of Bank Account Owner (IF DIFFERENT FROM CONTRACT OWNER) Date

X
------------------------------------------------------------------- -----------------------------------------------------
Signature of Contract Owner Date

X
------------------------------------------------------------------- -----------------------------------------------------
Signature of Joint Contract Owner Date

Mail to:
The Hartford - IAS
200 Hopmeadow Street
P.O. Box 5085
Hartford, CT 06102-5085

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

<PAGE>

Exhibit 6(a)

FILING #0001681565 PG 04 OF 05 VOL B-00105
FILED 12/31/1996 10:21 AM PAGE 00680
SECRETARY OF THE STATE
CONNECTICUT SECRETARY OF THE STATE

HARTFORD LIFE INSURANCE COMPANY

CERTIFICATE AMENDING
RESTATED CERTIFICATE OF INCORPORATION
BY ACTIONS OF THE BOARD OF DIRECTORS AND THE SOLE SHAREHOLDER

1. The name of the Corporation is HARTFORD LIFE INSURANCE COMPANY.

2. The Restated Certificate of Incorporation of the Corporation is amended by
the following resolution of each of the Board of Directors and the Sole
Shareholder:

RESOLVED, that the Restated Certificate of Incorporation of the
Company, as supplemented and amended to date, is hereby further
amended by and adding the following Sections 4 and 5. All other
sections of the Restated Certificate of Incorporation shall
remain unchanged and continue in full force and effect.

"Section 4. The Board of Directors may, at any time,
appoint from among its own members such
committees as it may deem necessary for the
proper conduct of the business of the
Company. The Board of Directors shall be
unrestricted as to the powers it may confer
upon such committees."

"Section 5. So much of the charter of said corporation,
as amended, as is inconsistent herewith is
repealed, provided that such repeal shall not
invalidate or otherwise affect any action
taken pursuant to the charter of the
corporation, in accordance with its terms,
prior to the effective date of such repeal."

3. The above resolutions were consented to by the Board of Directors and the
Sole Shareholder of the Corporation. The number of shares of the
Corporation's common capital stock entitled to vote thereon was 1,000 and
the vote required for adoption was 660 shares. The vote favoring adoption
was 1,000 shares, which was the greatest vote required to pass the
resolution.

<PAGE>

-2-

Dated at Simsbury, Connecticut this 30th day of December, 1996.

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

HARTFORD LIFE INSURANCE COMPANY

/s/ John P. Ginnetti
-------------------------------------------
John P. Ginnetti, Executive Vice President

/s/ Lynda Godkin
-------------------------------------------
Lynda Godkin, Associate General Counsel
& Secretary

<PAGE>

RESTATED CERTIFICATE OF INCORPORATION
HARTFORD LIFE INSURANCE COMPANY

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

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

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

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

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

Dated: February 10, 1982 HARTFORD LIFE INSURANCE COMPANY

By /s/ Robert B. Goode, Jr.
----------------------------

Attest:

/s/ Wm. A. McMahon
- ----------------------

<PAGE>

THE [LOGO]
HARTFORD

Exhibit 9

May 7, 1997 Lynda Godkin
Senior Vice President
General Counsel & Secretary
Law Department
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089

RE: HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
IMMEDIATE VARIABLE ANNUITY

Dear Sir/Madam:

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

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

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

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

4. The Contracts, when issued as contemplated by the Form N-4 registration
statement, will constitute legal, validly issued and binding obligations of
the Company.
Hartford Life Insurance Companies
200 Hopmeadow Street
Simsbury, CT 06089
860 843 3153
860 843 8665 Fax

Mailing Address: P.O. Box 2999
Hartford, CT 06104-2999

<PAGE>

Board of Directors
May 7, 1997
Page 2

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

Sincerely yours,

/s/ Lynda Godkin

Lynda Godkin

<PAGE>

Exhibit 10

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------

As independent pubic accountants, we hereby consent to the use of our report
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 333-19605 for Hartford Life
Insurance Company Separate Account Two on Form N-4.

/s/ Arthur Andersen LLP

Hartford, Connecticut
May 9, 1997

<PAGE>

20 YR PERIOD CERTAIN
ANNUITY CALCULATION EXAMPLE (5% AIR)
$100,000 IN PREMIUM
BASED ON STOCK FUND PERFORMANCE

Annuitant:
Date of Birth: 1/1/12
Age: 65
Premium Tax Charge: None
Contract Issue Date: 8/1/77
Annuity Payment Frequency: Monthly
Initial Annuity Payment: $651.00
Initial Annuity Unit Value: 0.325471
Number of Units Paid Per Month = Initial
Payment/Initial Annuity Unit Value
Number of Units Paid Per Month = $651.00/.325471 = 2000.18
Average Monthly Benefit = Average Annuity Unit Value x
Number of Units Paid Per Month

AVG NUMBER
POLICY ANNUITY OF AVG MONTHLY
YEAR UNIT VALUE UNITS BENEFIT

1 0.322945 x 2,000 = 646
2 0.326140 x 2,000 = 652
3 0.366803 x 2,000 = 734
4 0.444444 x 2,000 = 889
5 0.410956 x 2,000 = 822
6 0.507524 x 2,000 = 1,015
7 0.502594 x 2,000 = 1,005
8 0.528563 x 2,000 = 1,057
9 0.630415 x 2,000 = 1,261
10 0.729834 x 2,000 = 1,460
11 0.706884 x 2,000 = 1,414
12 0.763252 x 2,000 = 1,527
13 0.845183 x 2,000 = 1,691
14 0.821236 x 2,000 = 1,643
15 0.887662 x 2,000 = 1,775
16 0.928357 x 2,000 = 1,857
17 0.988626 x 2,000 = 1,977
18 0.997845 x 2,000 = 1,996
19 1.200927 x 2,000 = 2,402

<PAGE>

LIFE WITH CASH REFUND OPTION
ANNUITY CALCULATION EXAMPLE (5% AIR)
$100,000 IN PREMIUM
BASED ON STOCK FUND PERFORMANCE

Annuitant:
Date of Birth: 1/1/12
Age: 65
Premium Tax Charge: None
Contract Issue Date: 8/1/77
Annuity Payment Frequency: Monthly
Initial Annuity Payment: $636.00
Initial Annuity Unit Value: 0.325471
Number of Units Paid Per Month = Initial
Payment/Initial Annuity Unit Value
Number of Units Paid Per Month = $636.00/.325471 = 1954.09
Average Monthly Benefit = Average Annuity Unit Value x
Number of Units Paid Per Month

AVG NUMBER
POLICY ANNUITY OF AVG MONTHLY
YEAR UNIT VALUE UNITS BENEFIT

1 0.322945 x 1,954 = 631
2 0.326140 x 1,954 = 637
3 0.366803 x 1,954 = 717
4 0.444444 x 1,954 = 868
5 0.410956 x 1,954 = 803
6 0.507524 x 1,954 = 992
7 0.502594 x 1,954 = 982
8 0.528563 x 1,954 = 1,033
9 0.630415 x 1,954 = 1,232
10 0.729834 x 1,954 = 1,426
11 0.706884 x 1,954 = 1,381
12 0.763252 x 1,954 = 1,491
13 0.845183 x 1,954 = 1,652
14 0.821236 x 1,954 = 1,605
15 0.887662 x 1,954 = 1,735
16 0.928357 x 1,954 = 1,814
17 0.988626 x 1,954 = 1,932
18 0.997845 x 1,954 = 1,950
19 1.200927 x 1,954 = 2,347

<PAGE>

Exhibit 15

HARTFORD LIFE INSURANCE COMPANY
AND
HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY

POWER OF ATTORNEY

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

do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty, and
Margaret E. Hankard to sign as their agent, any Registration Statement,
pre-effective amendment, post-effective amendment and any application
for exemptive relief of the Hartford Life Insurance Company and Hartford Life
and Accident Insurance Company under the Securities Act of 1933 and/or the
Investment Company Act of 1940.

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

/s/Donald R. Frahm /s/Leonard E. Odell, Jr.
- -------------------------------------- ----------------------------------
Donald R. Frahm Leonard E. Odell, Jr.

/s/Bruce D. Gardner /s/Lowndes A. Smith
- --------------------------------------- ----------------------------------
Bruce D. Gardner Lowndes A. Smith

/s/Joseph H. Gareau /s/Raymond P. Welnicki
- -------------------------------------- ----------------------------------
Joseph H. Gareau Raymond P. Welnicki

/s/John P. Ginnetti /s/Lizabeth H. Zlatkus
- -------------------------------------- -----------------------------------
John P. Ginnetti Lizabeth H. Zlatkus

/s/Thomas M. Marra
- --------------------------------------
Thomas M. Marra

Dated: December 3, 1996
------------------

<PAGE>

Exhibit 16

The Hartford Financial Services Group, Inc.
(Delaware)
|
- --------------------------------------------------------------------------------
Nutmeg Insurance Company The Hartford Investment
(Connecticut) Management Company
| (Delaware)
Hartford Fire Insurance Company
(Connecticut)
|
Hartford Accident and Indemnity Company
(Connecticut)
|
Hartford Life, Inc.
(Delaware)
|
Hartford Life and Accident Insurance Company
(Connecticut)
|
|
|
<TABLE>

<S> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------------------------------------------------
Alpine Life Hartford Financial Hartford Life American Maturity ITT Hartford Canada
Insurance Company Services Life Insurance Company Life Insurance Holdings, Inc.
(New Jersey) Insurance Co. (Connecticut) Company (Canada)
(Connecticut) | (Connecticut) |
| |
| |
| ITT Hartford Life
| Insurance Company
| of Canada
| (Canada)
|
|
- --------------------------------------------------------------------------------------------------------------------------------
ITT Hartford Life and Annuity ITT Hartford International Hartford Financial Services
Insurance Company Life Reassurance Corporation Corporation
(Connecticut) (Connecticut) (Delaware)
| |
| |
| |
ITT Hartford Life, Ltd. |
(Bermuda) |
|
|
|
- ---------------------------------------------------------------------------------------------------------------------------------
MS Fund HL Funding HL Investment Hartford Hartford Securities ITT Comp. Emp.
America, Inc. Company, Inc. Advisors, Inc. Equity Sales Distribution Benefits Service
(Delaware) (Connecticut) (Connecticut) Company, Inc. Company, Inc. Company
(Connecticut) (Connecticut) (Connecticut)
</TABLE>