HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO, 485BPOS, 1998-04-14

HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
485BPOS, 1998-04-14

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<PAGE>

As filed with the Securities and Exchange Commission on April 14, 1998.
File No. 33-6952

SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

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

Post-Effective Amendment No. 19 [X]
-----

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 87 [X]
-----

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

HARTFORD LIFE INSURANCE COMPANY
(Name of Depositor)

P.O. BOX 2999
HARTFORD, CT 06104-2999
(Address of Depositor's Principal Offices)

(860) 843-6733

(Depositor's Telephone Number, Including Area Code)

MARIANNE O'DOHERTY, ESQ.

HARTFORD LIFE INSURANCE COMPANIES
P. O. BOX 2999
HARTFORD, CT 06104-2999
(Name and Address of Agent for Service)

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) of Rule 485
-----
X on May 1, 1998 pursuant to paragraph (b) of Rule 485
-----
60 days after filing pursuant to paragraph (a)(1) of Rule 485
-----
on May 1, 1998 pursuant to paragraph (a)(1) of Rule 485
-----
this post-effective amendment designates a new effective date for a
----- previously filed post-effective amendment.

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

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)

N-4 ITEM NO. PROSPECTUS HEADING
--------------------------------------- -----------------------------
1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Accumulation Unit Values;
Yield Information

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

6. Deductions Charges Under the Contract

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

8. Annuity Period Payment of Benefits

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

10. Purchases and Contract Value Operation of the Contract

11. Redemptions Payment of Benefits

12. Taxes Federal Tax Considerations

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

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

<PAGE>

N-4 ITEM NO. PROSPECTUS HEADING
--------------------------------------- -----------------------------

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

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 Financial Statements and
Exhibits Exhibits

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

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

<PAGE>

SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085
TELEPHONE: 1-800-862-6668 (CONTRACT OWNERS)
1-800-862-7155 (INVESTMENT REPRESENTATIVES)

This Prospectus describes the Director, individual and group tax-deferred
variable annuity Contracts designed for retirement planning purposes.

The Contracts are issued by Hartford Life Insurance Company ("Hartford").
Payments for the Contracts will be held in a series of Hartford Life Insurance
Company Separate Account Two (Separate Account Two or the "Separate Account") or
in the Fixed Account of Hartford. Allocations to and transfer to and from the
Fixed Account are not permitted in certain states.

The following Sub-Accounts are available under the Contracts. Opposite each
Sub-Account is the name of the underlying investment for that Sub-Account.

<S> <C>
Advisers Fund Sub-Account _ shares of Class IA of Hartford Advisers
HLS Fund, Inc. ("Hartford Advisers Fund")
Bond Fund Sub-Account _ shares of Class IA of Hartford Bond HLS
Fund, Inc. ("Hartford Bond Fund")
Capital Appreciation Fund Sub-Account _ shares of Class IA of Hartford Capital
Appreciation HLS Fund, Inc. ("Hartford
Capital Appreciation Fund")
Dividend and Growth Fund Sub-Account _ shares of Class IA of Hartford Dividend
and Growth HLS Fund, Inc. ("Hartford
Dividend and Growth Fund")
Index Fund Sub-Account _ shares of Class IA of Hartford Index HLS
Fund, Inc. ("Hartford Index Fund")
International Advisers Fund Sub-Account _ shares of Class IA of Hartford
International Advisers HLS Fund, Inc.
("Hartford International Advisers Fund")
International Opportunities Fund Sub-Account _ shares of Class IA of Hartford
International Opportunities HLS Fund,
Inc. ("Hartford International
Opportunities Fund")
MidCap Fund Sub-Account _ shares of Class IA of Hartford MidCap
HLS Fund, Inc. ("Hartford MidCap Fund")
Money Market Fund Sub-Account _ shares of Class IA of Hartford Money
Market HLS Fund, Inc. ("Hartford Money
Market Fund")
Mortgage Securities Fund Sub-Account _ shares of Class IA of Hartford Mortgage
Securities HLS Fund, Inc. ("Hartford
Mortgage Securities Fund")
Small Company Fund Sub-Account _ shares of Class IA of Hartford Small
Company HLS Fund, Inc . ("Hartford
Small Company Fund")
Stock Fund Sub-Account _ shares of Class IA of Hartford Stock
HLS Fund, Inc. ("Hartford Stock Fund")
</TABLE>

This Prospectus sets forth the information concerning the Separate Account and
the Fixed Account that investors should know before investing. This Prospectus
should be kept for future reference. Additional information about the Separate
Account and the Fixed Account has been filed with the Securities and Exchange
Commission and is available without charge upon request. To obtain the Statement
of Additional Information send a written request to Hartford Life Insurance
Company, Attn: Individual Annuity Operations, P.O. Box 5085, Hartford, CT
06102-5085. The Table of Contents for the Statement of Additional Information
may be found on page 2 of this Prospectus. The Statement of Additional
Information is incorporated by reference to this Prospectus.

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

VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

Prospectus Dated: May 1, 1998

Statement of Additional Information Dated: May 1, 1998

<PAGE>

Table of Contents

PAGE
----
GLOSSARY OF SPECIAL TERMS. . . . . . . . . . . . . . . . . . . . . . . . . 4
FEE TABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
SUMMARY. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
ACCUMULATION UNIT VALUES . . . . . . . . . . . . . . . . . . . . . . . . . 19
PERFORMANCE RELATED INFORMATION. . . . . . . . . . . . . . . . . . . . . . 22
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
THE CONTRACT, SEPARATE ACCOUNT TWO AND THE FIXED ACCOUNT . . . . . . . . . 23
What are the Contracts?. . . . . . . . . . . . . . . . . . . . . . . . 23
Who can buy these Contracts? . . . . . . . . . . . . . . . . . . . . . 24
What is the Separate Account and how does it operate?. . . . . . . . . 24
What is the Fixed Account and how does it operate? . . . . . . . . . . 25
May I transfer assets between Sub-Accounts?. . . . . . . . . . . . . . 26
May I transfer assets between the Fixed Account and the
Sub-Accounts?. . . . . . . . . . . . . . . . . . . . . . . . . . . 27
OPERATION OF THE CONTRACT. . . . . . . . . . . . . . . . . . . . . . . . . 28
How is my Premium Payment credited?. . . . . . . . . . . . . . . . . . 28
What size Premium Payments must I make?. . . . . . . . . . . . . . . . 28
What if I am not satisfied with my purchase? . . . . . . . . . . . . . 28
May I assign or transfer my Contract?. . . . . . . . . . . . . . . . . 29
How do I know what my Contract is worth? . . . . . . . . . . . . . . . 29
How is the Accumulation Unit value determined? . . . . . . . . . . . . 29
How are the underlying Fund shares valued? . . . . . . . . . . . . . . 29
How is the value of the Fixed Account determined?. . . . . . . . . . . 29
PAYMENT OF BENEFITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
What would my Beneficiary receive as a death benefit?. . . . . . . . . 30
How can a Contract be redeemed or surrendered? . . . . . . . . . . . . 31
Can payment of a redemption, surrender or death benefit ever be
postponed beyond the seven day period? . . . . . . . . . . . . . . 32
May I surrender once Annuity payments have started?. . . . . . . . . . 33
What are my Annuity Benefits?. . . . . . . . . . . . . . . . . . . . . 33
How are Annuity payments determined? . . . . . . . . . . . . . . . . . 34
CHARGES UNDER THE CONTRACTS. . . . . . . . . . . . . . . . . . . . . . . . 35
How are the sales charges under the Contracts made?. . . . . . . . . . 35
Is there ever a time when the sales charges do not apply?. . . . . . . 36
What do the sales charges cover? . . . . . . . . . . . . . . . . . . . 37
What is the mortality and expense risk charge? . . . . . . . . . . . . 37
Are there any administrative charges?. . . . . . . . . . . . . . . . . 38
How much are the deductions for Premium Taxes? . . . . . . . . . . . . 38
HARTFORD LIFE INSURANCE COMPANY AND THE FUNDS. . . . . . . . . . . . . . . 38
What is Hartford?. . . . . . . . . . . . . . . . . . . . . . . . . . . 38
What are the Funds?. . . . . . . . . . . . . . . . . . . . . . . . . . 39
Does Hartford have any interest in the Funds?. . . . . . . . . . . . . 39
FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . 42
What are some of the federal tax consequences which affect these
Contracts? . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42

2
<PAGE>

MISCELLANEOUS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
What are my voting rights? . . . . . . . . . . . . . . . . . . . . . . 48
Will other Contracts be participating in the Separate Account? . . . . 48
How are the Contracts sold?. . . . . . . . . . . . . . . . . . . . . . 48
Who is the custodian of the Separate Account's assets? . . . . . . . . 49
Are there any material legal proceedings affecting the Separate
Account? . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Who has passed on the legal matters affecting the Separate Account?. . 49
Are you relying on any experts as to any portion of this Prospectus? . 49
How may I get additional information?. . . . . . . . . . . . . . . . . 49
APPENDIX I -- DIRECTOR III . . . . . . . . . . . . . . . . . . . . . . . . 50
APPENDIX II -- DIRECTOR II . . . . . . . . . . . . . . . . . . . . . . . . 51
APPENDIX III -- INFORMATION REGARDING TAX-QUALIFIED PLANS. . . . . . . . . 53
TABLE OF CONTENTS FOR STATEMENT OF ADDITIONAL INFORMATION. . . . . . . . . 58

3
<PAGE>

Glossary of Special Terms

ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.

ANNUITANT: The person or Participant upon whose life the Contract is issued.

ANNUITY: A series of payments for life, or for life with a minimum number of
payments or a determinable sum guaranteed, or for a joint lifetime and
thereafter during the lifetime of the survivor, or for a designated period.

ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to commence.
Under group unallocated Contracts, the date for each Participant is determined
by the Contract Owner in accordance with the terms of the Plan.

ANNUITY UNIT: An accounting unit of measure used to calculate the value of
Annuity payments.

BENEFICIARY: The person(s) who receive Contract Values in the event of the
Annuitant's or Contract Owner's death under certain conditions. Under a group
unallocated Contract, the person named by the Participant within the Plan
documents/enrollment forms who is entitled to receive benefits in case of the
death of the Participant.

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

COMMISSION: Securities and Exchange Commission.

CONTINGENT ANNUITANT: The person so designated by the Contract Owner, who upon
the Annuitant's death, prior to the Annuity Commencement Date, becomes the
Annuitant.

CONTRACT ANNIVERSARY: The anniversary of the Contract Date.

CONTRACT OWNER(s): The owner(s) of the Contract, trustee or other entity,
sometimes herein referred to as "you".

CONTRACT VALUE: The aggregate value of any Sub-Account Accumulation Units held
under the Contract plus the value of the Fixed Account.

CONTRACT YEAR: A period of 12 months commencing with the Contract Date or any
anniversary thereof.

FIXED ACCOUNT: Part of the General Account of Hartford to which a Contract Owner
may allocate all or a portion of his Premium Payment or Contract Value.

FIXED ANNUITY: An Annuity providing for guaranteed payments which remain fixed
in amount throughout the payment period and which do not vary with the
investment experience of a separate account.

FUNDS: The Funds described commencing on page 39 of this Prospectus and any
additional Funds which may be made available from time to time.

GENERAL ACCOUNT: The General Account of Hartford which consists of all assets of
Hartford other than

4
<PAGE>

those allocated to the separate accounts of Hartford.

HARTFORD: Hartford Life Insurance Company.

HOME OFFICE OF THE COMPANY: Currently located at 200 Hopmeadow Street, Simsbury,
CT. All correspondence concerning this Contract should be sent to P.O. Box 5085,
Hartford, CT 06102-5085, Attn: Individual Annuity Operations.

MINIMUM DEATH BENEFIT: The minimum amount payable upon the death of a Contract
Owner, Annuitant or Participant, in the case of group Contracts, prior to age 85
and before annuity payments have commenced.

NON-QUALIFIED CONTRACT: A Contract which is not classified as a tax-qualified
retirement plan using pre-tax dollars under Internal Revenue Code.

PARTICIPANT: (For Group Unallocated Contracts Only) Any eligible employee of an
Employer/Contract Owner participating in the Plan.

PLAN: A voluntary Plan of an employer which qualifies for special tax treatment
under a Section of the Internal Revenue Code.

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

PREMIUM TAX: A tax on premiums charged by a state or municipality on Premium
Payments or Contract Values.

QUALIFIED CONTRACT: A Contract which qualifies as a tax-qualified retirement
plan using pre-tax dollars under the Internal Revenue Code, such as an employer
sponsored Section 401(k) on an Individual Retirement Annuity (IRA).

SEPARATE ACCOUNT: The Hartford separate account entitled "Hartford Life
Insurance Company Separate Account Two".

SPECIFIED CONTRACT ANNIVERSARY: Every seventh Contract Anniversary (i.e., the
7th, 14th, 21st, etc. Contract Anniversaries).

SUB-ACCOUNT: Accounts established within the Separate Account with respect to a
Fund.

TERMINATION VALUE: The Contract Value upon termination of the Contract prior to
the Annuity Commencement Date, less any applicable Premium Taxes, the Annual
Maintenance Fee and any applicable contingent deferred sales charges.

UNALLOCATED CONTRACTS: Contracts issued to employers, or other entity, as
Contract Owner under which no allocation of Contract Values is made for a
specific Participant. The Plans will be responsible for the individual
allocations.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. The
value of the Separate Account is determined at the close of the New York Stock
Exchange (generally 4:00 p.m. Eastern Time) on such days.

5
<PAGE>

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

VARIABLE ANNUITY: An Annuity providing for payments varying in amount in
accordance with the investment experience of the assets of the Separate Account.

6
<PAGE>

FEE TABLE
Summary

DIRECTOR IV
Contract Owner Transaction Expenses
(All Sub-Accounts)

<TABLE>
<CAPTION>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium payments). . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7%
Second Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Third Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Fourth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Fifth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3%
Sixth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%
Seventh Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1%
Eighth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Annual Maintenance Fee (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25
Annual Expenses-Separate Account (as a percentage of average account value)
Mortality and Expense Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 1.250%
</TABLE>

- ----------
(1) Length of time from premium payment.

(2) The Annual Maintenance Fee is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to requirements of the Investment Company Act of 1940,
the Annual Maintenance Fee has been reflected in the Examples by a method
intended to show the "average" impact of the Annual Maintenance Fee on an
investment in the Separate Account. The Annual Maintenance Fee is
deducted only when the accumulated value is $50,000 or less. In the
Example, the Annual Maintenance Fee is approximated as a 0.05% annual
asset charge based on the experience of the Contracts.

7
<PAGE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS)

<TABLE>
<CAPTION>
TOTAL FUND
OTHER OPERATING
MANAGEMENT FEES EXPENSES EXPENSES
<S> <C> <C> <C>
Hartford Bond Fund . . . . . . . . . . . . . . . . . . . . . . . 0.490% 0.020% 0.510%
Hartford Stock Fund. . . . . . . . . . . . . . . . . . . . . . . 0.430% 0.020% 0.450%
Hartford Money Market Fund . . . . . . . . . . . . . . . . . . . 0.425% 0.015% 0.440%
Hartford Advisers Fund . . . . . . . . . . . . . . . . . . . . . 0.610% 0.020% 0.630%
Hartford Capital Appreciation Fund . . . . . . . . . . . . . . . 0.620% 0.020% 0.640%
Hartford Mortgage Securities Fund. . . . . . . . . . . . . . . . 0.425% 0.025% 0.450%
Hartford Index Fund. . . . . . . . . . . . . . . . . . . . . . . 0.375% 0.015% 0.390%
Hartford International Opportunities Fund. . . . . . . . . . . . 0.680% 0.090% 0.770%
Hartford Dividend & Growth Fund. . . . . . . . . . . . . . . . . 0.660% 0.020% 0.680%
Hartford International Advisers Fund . . . . . . . . . . . . . . 0.750% 0.120% 0.870%
Hartford MidCap Fund (1) . . . . . . . . . . . . . . . . . . . . 0.750% 0.040% 0.790%
Hartford Small Company Fund. . . . . . . . . . . . . . . . . . . 0.750% 0.020% 0.770%

</TABLE>

- ----------

(1) Hartford MidCap Fund is a new Fund. Operating expenses are based on
annualized estimates of such expenses to be incurred in the current fiscal
year.

8
<PAGE>

EXAMPLE _ DIRECTOR IV

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
If you surrender your Contract at If you annuitize your Contract at If you do not surrender your
the end of the applicable time the end of the applicable time period, Contract, you would pay the
period, you would pay the you would pay the following expenses following expenses on a $1,000
following expenses on a $1,000 on a $1,000 investment, assuming a investment, assuming a 5% annual
investment, assuming a 5% annual 5% annual return on assets: return on assets:
return on assets:
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 3 5 10 1 3 5 10 1 3 5 10
SUB-ACCOUNT YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
Bond Fund $89 $107 $129 $214 $18 $57 $98 $213 $19 $57 $99 $214
- ------------------------------------------------------------------------------------------------------------------------------------
Stock Fund 88 106 126 208 17 55 95 207 18 56 96 208
- ------------------------------------------------------------------------------------------------------------------------------------
Money Market Fund 88 105 125 207 17 55 95 206 18 55 95 207
- ------------------------------------------------------------------------------------------------------------------------------------
Advisers Fund 90 111 135 227 19 61 104 226 20 61 105 227
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation
Fund 90 111 136 228 19 61 105 227 20 61 106 228
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Securities
Fund 88 106 126 208 17 55 95 207 18 56 96 208
- ------------------------------------------------------------------------------------------------------------------------------------
Index Fund 87 104 122 201 17 53 92 200 17 54 92 201
- ------------------------------------------------------------------------------------------------------------------------------------
International
Opportunities Fund 91 116 142 242 21 65 112 241 21 66 112 242
- ------------------------------------------------------------------------------------------------------------------------------------
Dividend & Growth Fund 90 113 138 232 20 62 107 232 20 63 108 232
- ------------------------------------------------------------------------------------------------------------------------------------
International Advisers
Fund 92 119 148 252 22 68 117 252 22 69 118 252
- ------------------------------------------------------------------------------------------------------------------------------------
Midcap Fund 91 116 N/A N/A 21 66 N/A N/A 21 66 N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Small Company Fund 91 116 N/A N/A 21 65 N/A N/A 21 66 N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The purpose of this table is to assist the Contract Owner in
understanding various costs and expenses that a Contract Owner will bear
directly or indirectly. The table reflects expenses of the Separate Account
and underlying funds. Premium taxes may also be applicable.

This EXAMPLE should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

9
<PAGE>

FEE TABLE
SUMMARY

DIRECTOR III
Contract Owner Transaction Expenses
(All Sub-Accounts)

<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium payments). . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Second Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Third Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Fourth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Fifth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Sixth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Seventh Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Eighth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Annual Maintenance Fee (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25
Annual Expenses-Separate Account (as a percentage of average account value)
Mortality and Expense Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 1.250%

</TABLE>

(1) Length of time from premium payment.

(2) The Annual Maintenance Fee is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time
of the charge. Pursuant to requirements of the Investment Company Act of
1940, the Annual Maintenance Fee has been reflected in the Examples by a
method intended to show the "average" impact of the Annual Maintenance
Fee on an investment in the Separate Account. The Annual Maintenance Fee
is deducted only when the accumulated value is $50,000 or less. In the
Example, the Annual Maintenance Fee is approximated as a 0.05% annual
asset charge based on the experience of the Contracts.

10
<PAGE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS)

</TABLE>

(1) Hartford MidCap Fund is a new Fund. Operating expenses are based on
annualized estimates of such expenses to be incurred in the current fiscal
year.

11
<PAGE>

EXAMPLE - DIRECTOR III

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
If you surrender your Contract at If you annuitize your Contract at If you do not surrender your
the end of the applicable time the end of the applicable time period, Contract, you would pay the
period, you would pay the you would pay the following expenses following expenses on a $1,000
following expenses on a $1,000 on a $1,000 investment, assuming a investment, assuming a 5% annual
investment, assuming a 5% annual 5% annual return on assets: return on assets:
return on assets:
- ------------------------------------------------------------------------------------------------------------------------------------
1 3 5 10 1 3 5 10 1 3 5 10
SUB-ACCOUNT YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund $79 $117 $149 $214 $18 $57 $98 $213 $19 $57 $99 $214
- ------------------------------------------------------------------------------------------------------------------------------------
Stock Fund 78 116 146 208 17 55 95 207 18 56 96 208
- ------------------------------------------------------------------------------------------------------------------------------------
Money Market Fund 78 115 145 207 17 55 95 206 18 55 95 207
- ------------------------------------------------------------------------------------------------------------------------------------
Advisers Fund 80 121 155 227 19 61 104 226 20 61 105 227
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation
Fund 80 121 156 228 19 61 105 227 20 61 106 228
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Securities
Fund 78 116 146 208 17 55 95 207 18 56 96 208
- ------------------------------------------------------------------------------------------------------------------------------------
Index Fund 77 114 142 201 17 53 92 200 17 54 92 201
- ------------------------------------------------------------------------------------------------------------------------------------
International
Opportunities Fund 81 126 162 242 21 65 112 241 21 66 112 242
- ------------------------------------------------------------------------------------------------------------------------------------
Dividend & Growth Fund 80 123 158 232 20 62 107 232 20 63 108 232
- ------------------------------------------------------------------------------------------------------------------------------------
International Advisers
Fund 82 129 168 252 22 68 117 252 22 69 118 252
- ------------------------------------------------------------------------------------------------------------------------------------
Midcap Fund 81 126 n/a n/a 21 66 n/a n/a 21 66 n/a n/a
- ------------------------------------------------------------------------------------------------------------------------------------
Small Company Fund 81 126 162 242 21 65 112 241 21 66 112 242
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The purpose of this table is to assist the Contract Owner is understanding
various costs and expenses that a Contract Owner will bear directly or
indirectly. The table reflects expenses of the Separate Account and underlying
funds. Premium taxes may also be applicable.

This example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

12
<PAGE>

FEE TABLE
SUMMARY

DIRECTOR II
Contract Owner Transaction Expenses
(All Sub-Accounts)

<S> <C>

Sales Load Imposed on Purchases (as a percentage of premium payments). . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year and Second Year (1) . . . . . . . . . . . . . . . . . . . . . . . . 5%
Third Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Fourth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3%
Fifth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%
Sixth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Annual Maintenance Fee (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25
Annual Expenses-Separate Account (as a percentage of average account value)
Mortality and Expense Risk . . . . . . . . . . . . . . . . . . . . . . . . . . 1.250%

</TABLE>

- ----------

(1) Length of time from premium payment.

The Annual Maintenance Fee is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. Pursuant to requirements of the Investment Company Act of 1940,
the Annual Maintenance Fee has been reflected in the Examples by a method
intended to show the "average" impact of the Annual Maintenance Fee on an
investment in the Separate Account. The Annual Maintenance Fee is deducted
only when the accumulated value is $50,000 or less. In the Example, the
Annual Maintenance Fee is approximated as a 0.05% annual asset charge based
on the experience of the Contracts.

13
<PAGE>

ANNUAL FUND OPERATING EXPENSES
(AS A PERCENTAGE OF NET ASSETS)

</TABLE>

(1) Hartford MidCap Fund is a new Fund. Operating expenses are based on
annualized estimates of such expenses to be incurred in the current fiscal
year.

14
<PAGE>

EXAMPLE - DIRECTOR II

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
If you surrender your Contract at If you annuitize your Contract at If you do not surrender your
the end of the applicable time the end of the applicable time period, Contract, you would pay the
period, you would pay the you would pay the following expenses following expenses on a $1,000
following expenses on a $1,000 on a $1,000 investment, assuming a investment, assuming a 5% annual
investment, assuming a 5% annual 5% annual return on assets: return on assets:
return on assets:
- ------------------------------------------------------------------------------------------------------------------------------------
1 3 5 10 1 3 5 10 1 3 5 10
SUB-ACCOUNT YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS YEAR YEARS YEARS YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Bond Fund $69 $97 $119 $214 $18 $57 $98 $213 $19 $57 $99 $214
- ------------------------------------------------------------------------------------------------------------------------------------
Stock Fund 68 96 116 208 17 55 95 207 18 56 96 208
- ------------------------------------------------------------------------------------------------------------------------------------
Money Market Fund 68 95 115 207 17 55 95 206 18 55 95 207
- ------------------------------------------------------------------------------------------------------------------------------------
Advisers Fund 70 101 125 227 19 61 104 226 20 61 105 227
- ------------------------------------------------------------------------------------------------------------------------------------
Capital Appreciation
Fund 70 101 126 228 19 61 105 227 20 61 106 228
- ------------------------------------------------------------------------------------------------------------------------------------
Mortgage Securities
Fund 68 96 116 208 17 55 95 207 18 56 96 208
- ------------------------------------------------------------------------------------------------------------------------------------
Index Fund 67 94 112 201 17 53 92 200 17 54 92 201
- ------------------------------------------------------------------------------------------------------------------------------------
International
Opportunities Fund 71 106 132 242 21 65 112 241 21 66 112 242
- ------------------------------------------------------------------------------------------------------------------------------------
Dividend & Growth Fund 70 103 128 232 20 62 107 232 20 63 108 232
- ------------------------------------------------------------------------------------------------------------------------------------
International Advisers
Fund 72 109 138 252 22 68 117 252 22 69 118 252
- ------------------------------------------------------------------------------------------------------------------------------------
Midcap Fund 71 106 N/A N/A 21 66 N/A N/A 21 66 N/A N/A
- ------------------------------------------------------------------------------------------------------------------------------------
Small Company Fund 71 106 132 242 21 65 112 241 21 66 112 242
- ------------------------------------------------------------------------------------------------------------------------------------

</TABLE>

This example should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown.

15
<PAGE>

SUMMARY

A. CONTRACTS OFFERED

Individual and group tax-deferred Variable Annuity Contracts (see
"Federal Tax Considerations___ C. Taxation of Annuities in General," page 42).
Generally, the Contracts are purchased by completing an application or an order
to purchase a Contract and submitting it, along with the initial Premium
Payment, to Hartford for its approval. A Contract Owner may at any time, within
ten days of delivery of a Contract sold hereunder, return the Contract to
Hartford at its Home Office and the value of the Contract (without deduction for
any charges normally assessed thereunder) will be refunded. The Contract Owner
bears the investment risk during the period prior to the Company's receipt of
request for cancellation except for Contract Owners in Georgia, North Carolina,
South Carolina, Washington, West Virginia, Utah, and other states where required
by law, who will be refunded the premium (see "How is my Premium Payment
credited?" page 28).

For a description of Contracts issued from October 15, 1986 through
approximately September 1, 1988 (Director II), see Appendix II commencing on
page 51.

For a description of Contracts issued from September 1, 1988 through May 1,
1990, (Director III) see Appendix I commencing on page 50.

B. ELIGIBLE PURCHASERS

Any individual, group or trust may purchase the Contracts, including
any trustee or custodian for a retirement plan which qualifies for special
federal tax treatment under the Internal Revenue Code, including individual
retirement annuities. (See "Federal Tax Considerations," page 42, and Appendix
II, page 51.)

C. MINIMUM PREMIUM PAYMENTS

The minimum initial Premium Payment is $1,000. Thereafter, the
minimum payment is $500 or if you are in the InvestEase Program the minimum is
$50. Certain plans or programs may make smaller periodic premium payments.
(See "What size Premium Payments must I make?" commencing on page 28.)

D. UNDERLYING INVESTMENTS FOR CONTRACTS

Shares of Hartford Advisers Fund,Hartford Bond Fund,Hartford Capital
Appreciation Fund,Hartford Dividend and Growth Fund,Hartford Index Fund,Hartford
International Advisers Fund,Hartford International Opportunities Fund,Hartford
Mortgage Securities Fund,Hartford Small Company Fund,Hartford Stock
Fund,Hartford Money Market Fund,Hartford MidCap Fund and such other funds as
shall be offered from time to time, and the Fixed Account, or a combination of
the Funds and the Fixed Account. Qualified Contracts issued prior to May 1, 1987
may also have shares of Hartford U.S. Government Money Market Fund.

E. CHARGES UNDER THE CONTRACTS

1. SALES EXPENSES

16
<PAGE>

There is no deduction for sales expenses from Premium Payments when
made. However, a contingent deferred sales charge may be assessed against
Contract Values when they are surrendered. (See "Charges Under the Contracts,"
page 35.)

The length of time from receipt of a Premium Payment to the time of
surrender determines the contingent deferred sales charge. For this purpose,
Premium Payments will be deemed to be surrendered in the order in which they are
received and all surrenders will be first from Premium Payments and then from
other Contract Values. The charge is a percentage of the amount withdrawn (not
to exceed the aggregate amount of the Premium Payments made) and equals:

CHARGE LENGTH OF TIME FROM
------ PREMIUM
PAYMENT(NUMBER OF
YEARS)
-------------------
<S> <C>
7% 1
6% 2
5% 3
4% 4
3% 5
2% 6
1% 7
0% 8 or more
</TABLE>

No contingent deferred sales charge will be assessed in the event of
death of the Annuitant or Contract Owner, or upon the exercise of the withdrawal
privilege or if Contract Values are applied to an Annuity option provided for
under the Contract (except that a surrender out of an Annuity Option Four will
be subject to a contingent deferred sales charge where applicable). (See "Is
there ever a time when the sales charges do not apply?" commencing on page
36.)

2. WITHDRAWAL PRIVILEGE

Withdrawals of up to 10% per Contract Year, on a noncumulative basis,
of the Premium Payments made to a Contract may be made without the imposition of
the contingent deferred sales charge. (See "Is there ever a time when the sales
charges do not apply?" commencing on page 36.) Certain plans or programs may
have different withdrawal privileges.

3. ANNUAL MAINTENANCE FEE

The Contracts provide for an administrative charge in the amount of
$25.00 to be deducted from Contract Values each Contract Year. Contracts with a
Contract Value of $50,000 or more at time of Contract Anniversary will not be
assessed this fee. (See "Are there any administrative charges?" commencing on
page 38.)

4. MORTALITY AND EXPENSE RISKS

For assuming the mortality and expense risks under the Contracts,
Hartford will make a 1.25% per annum charge against all Contract Values held in
the Separate Account, except the Fixed Account. (See "What is the mortality and
expense risk charge?" commencing on page 37.)

17
<PAGE>

5. PREMIUM TAXES

A deduction will be made for Premium Taxes for Contracts sold in
certain states. (See "How much are the deductions for Premium Taxes?" commencing
on page 38.)

6. CHARGES BY THE FUNDS

The Funds are subject to certain fees, charges and expenses. (See the
prospectus for the Funds attached hereto.)

F. LIQUIDITY

Subject to any applicable charges, the Contracts may be surrendered,
or portions of the value of such Contracts may be withdrawn, at any time prior
to the Annuity Commencement Date. However, if less than $500 remains in a
Contract as a result of a withdrawal, Hartford may terminate the Contract in its
entirety. (See "How can a Contract be redeemed or surrendered?" commencing on
page 31.)

G. MINIMUM DEATH BENEFITS

A Minimum Death Benefit is provided in the event of death of the
Annuitant or Contract Owner prior to age 85 and before annuity payments have
commenced. (See "What would my Beneficiary receive as a death benefit?"
commencing on page 30.)

H. ANNUITY OPTIONS

There are five available Annuity options under the Contract which are
described on page 33. The Annuity Commencement Date may not be deferred beyond
the Annuitant's 90th birthday, except in certain states where the Annuitant's
Commencement Date may not be deferred beyond the Annuitant's 85th birthday. If a
Contract Owner does not elect otherwise, the Contract Value, less applicable
Premium Taxes, will be applied on the Annuity Commencement Date under the second
option to provide a life annuity with 120 monthly payments certain. (See "What
Annuity Commencement Date and Form of Annuity may I elect?" commencing on page
33.)

I. VOTING RIGHTS OF CONTRACT OWNERS

Contract Owners will have the right to vote on matters affecting the
underlying Fund to the extent that proxies are solicited by such Fund. If a
Contract Owner does not vote, Hartford shall vote such interest in the same
proportion as shares of the Fund for which instructions have been received by
Hartford. (See "What are my voting rights?" commencing on page 48.)

18
<PAGE>

ACCUMULATION UNIT VALUES
(For an accumulation unit outstanding throughout the period)

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

Year Ended December 31,
1997 1996 1995 1994 1993 1992 1991 1990 1989 1988
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
BOND FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 1,
1986)
Accumulation unit value at
beginning of period . . . . . $1.992 $1.880 $1.607 $1.694 $1.556 $1.493 $1.298 $1.212 $1.095 $1.031
Accumulation unit value at
end of period . . . . . . . . $2.114 $1.922 $1.880 $1.607 $1.694 $1.556 $1.493 $1.298 $1.212 $1.095
Number accumulation units
outstanding at end of
period (in thousands) . . . . 111,586 96,857 99,377 85,397 79,080 41,204 25,267 14,753 9,267 5,786
STOCK FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 1, 1986)
Accumulation unit value at
beginning of period . . . . . $3.546 $2.887 $2.180 $2.250 $1.993 $1.834 $1.490 $1.569 $1.261 $1.073
Accumulation unit value at
end of period . . . . . . . . $4.602 $3.547 $2.887 $2.180 $2.250 $1.993 $1.834 $1.490 $1.569 $1.261
Number accumulation units
outstanding at end of period
(in thousands). . . . . . . . 372,754 333,176 285,640 248,563 203,873 121,100 72,780 31,149 30,096 9.158
MONEY MARKET FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 1, 1986)
Accumulation unit value at
beginning of period . . . . . $1.587 $1.528 $1.462 $1.424 $1.401 $1.369 $1.307 $1.225 $1.136 $1.071
Accumulation unit value at
end of period . . . . . . . . $1.650 $1.587 $1.528 $1.462 $1.424 $1.401 $1.369 $1.307 $1.225 $1.136
Number accumulation units
outstanding at end of period
(in thousands). . . . . . . . 140,797 151,978 102,635 138,396 102,328 78,664 60,774 67,059 28,291 29,043
ADVISERS FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 1,
1986) . . . . . . . . . . . .
Accumulation unit value at
beginning of period . . . . . $2.905 $2.523 $1.991 $2.072 $1.870 $1.748 $1.470 $1.470 $1.223 $1.085
Accumulation unit value
at end of period. . . . . . . $3.572 $2.905 $2.523 $1.991 $2.072 $1.870 $1.748 $1.470 $1.470 $1.223
Number accumulation units
outstanding at end of
period (in thousands) . . . . 1,012,472 953,998 888,803 858,014 688,865 295,387 166,408 101,758 79,738 56,584
CAPITAL APPRECIATION FUND
SUB-ACCOUNT (INCEPTION
DATE AUGUST 1, 1986)
Accumulation unit value at
beginning of period . . . . . $4.010 $3.364 $2.615 $2.583 $2.165 $1.874 $1.231 $1.400 $1.142 $0.916
Accumulation unit value at
end of period . . . . . . . . $4.845 $4.010 $3.364 $2.615 $2.583 $2.165 $1.874 $1.231 $1.400 $1.142
Number accumulation units
outstanding at end of
period (in thousands) . . . . 351,189 330,580 292,671 220,936 160,934 75,653 39,031 10,501 8,041 3,606
</TABLE>

19
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MORTGAGE SECURITIES FUND
SUB-ACCOUNT (INCEPTION
DATE AUGUST 1, 1986)
Accumulation unit value at
beginning of period . . . . . $1.949 $1.878 $1.637 $1.685 $1.604 $1.552 $1.370 $1.264 $1.132 $1.057
Accumulation unit value at
end of period . . . . . . . . $2.098 $1.949 $1.878 $1.637 $1.685 $1.604 $1.552 $1.370 $1.264 $1.132
Number accumulation units
outstanding at end of
period (in thousands) . . . . 81,143 89,098 101,881 112,417 138,666 98,494 46,464 18,632 12,248 11,061
INDEX FUND SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1987). . . . . .
Accumulation unit value at
beginning of period . . . . . $2.845 $2.359 $1.750 $1.755 $1.629 $1.544 $1.207 $1.274 $0.989 $0.862
Accumulation unit value at
end of period . . . . . . . . $3.726 $2.845 $2.359 $1.750 $1.755 $1.629 $1.544 $1.207 $1.274 $0.989
Number accumulation units
outstanding at end of
(in thousands). . . . . . . . 109,837 87,611 65,954 50,799 46,504 29,723 15,975 10,015 6,306 2,868
INTERNATIONAL OPPORTUNITIES
FUND SUB-ACCOUNT (INCEPTION
DATE JULY 2, 1990)
Accumulation unit value at
end of period . . . . . . . . $1.482 $1.329 $1.181 $1.220 $0.924 $0.979 $0.877 $1.000 - -
Accumulation unit value at
end of period . . . . . . . . $1.469 $1.482 $1.329 $1.181 $1.220 $0.924 $0.979 $0.877 - -
Number accumulation units
outstanding at end of period
(in thousands). . . . . . . . 264,642 266,962 238,086 246,259 132,795 32,597 13,109 2,892 - -
DIVIDEND & GROWTH FUND
SUB-ACCOUNT (INCEPTION DATE
MARCH 8, 1994)
Accumulation unit value at
beginning of period . . . . . $1.650 $1.359 $1.009 $1.000 - - - - - -
Accumulation unit value at
end of period . . . . . . . . $2.149 $1.650 $1.359 $1.009 - - - - - -
Number accumulation units
outstanding at end of
period (in thousands) . . . . 308,682 190,958 83,506 29,146 - - - - - -
INTERNATIONAL ADVISERS FUND
SUB-ACCOUNT (INCEPTION DATE
MARCH 1, 1995)
Accumulation unit value at
beginning of period . . . . . $1.266 $1.146 $1.000 - - - - - - -
Accumulation unit value at
end of period . . . . . . . . $1.319 $1.266 $1.146 - - - - - - -
Number accumulation units
outstanding at end of period
(in thousands). . . . . . . . 43,217 23,174 6,577 - - - - - - -
SMALL COMPANY FUND
SUB-ACCOUNT (INCEPTION DATE
AUGUST 9, 1996)
Accumulation unit value at
beginning of period . . . . . $1.066 $1.000 - - - - - - - -
Accumulation unit value at
end of period . . . . . . . . $1.247 $1.066 - - - - - - - -
Number accumulation units
outstanding at end of
period (in thousands) . . . . 56,706 12,563 - - - - - - - -
</TABLE>

20
<PAGE>

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
MIDCAP FUND SUB-ACCOUNT
(INCEPTION DATE JULY 15,
1997)
Accumulation unit value at
beginning of period . . . . . $1.000 - - - - - - - - -
Accumulation unit value at
end of period . . . . . . . . $1.097 - - - - - - - - -
Number accumulation units
outstanding at end of
period (in thousands) . . . . 8,306 - - - - - - - - -
</TABLE>

21
<PAGE>

Performance Related Information

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

The Advisers Fund, Bond Fund, Capital Appreciation Fund, Dividend and
Growth Fund, Index Fund, International Advisers Fund, International
Opportunities Fund,MidCap Fund, Mortgage Securities Fund, Small Company Fund,
Stock Fund, and Money Market Fund Sub-Accounts may include total return in
advertisements or other sales material.

When a Sub-Account advertises its standardized total return, it will
usually be calculated for one year, five years, and ten years or some other
relevant periods if the Sub-Account has not been in existence for at least ten
years. Total return is measured by comparing the value of an investment in the
Sub-Account at the beginning of the relevant period to the value of the
investment at the end of the period (assuming the deduction of any contingent
deferred sales charge which would be payable if the investment were redeemed at
the end of the period).

In addition to the standardized total return, the Sub-Account may advertise
a non-standardized total return. This figure will usually be calculated for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the contingent deferred sales charge and the Annual Maintenance Fee
are not deducted. Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account.

The Bond Fund and Mortgage Securities Fund Sub-Accounts may advertise yield
in addition to total return. The yield will be computed in the following manner:
The net investment income per unit earned during a recent one month period,
divided by the unit value on the last day of the period. This figure reflects
the recurring charges at the Separate Account level including the Annual
Maintenance Fee.

The Money Market Fund Sub-Account may advertise yield and effective yield.
The yield of a Sub-Account is based upon the income earned by the Sub-Account
over a seven-day period and then annualized, i.e. the income earned in the
period is assumed to be earned every seven days over a 52-week period and stated
as a percentage of the investment. Effective yield is calculated similarly but
when annualized, the income earned by the investment is assumed to be reinvested
in Sub-Account units and thus compounded in the course of a 52-week period.
Yield and effective yield reflect the recurring charges at the Separate Account
level including the Annual Maintenance Fee.

The Separate Account may also disclose yield, standard total return, and
non-standard total return for periods prior to the date the Separate Account
commenced operations. For periods prior to the date the Separate Account
commenced operations, performance information for the Sub-Accounts will be
calculated based on the performance of the underlying Funds and the assumption
that the Sub-Accounts were in existence for the same periods as those of the
underlying Funds, with a level of charges equal to those currently assessed
against the Sub-Accounts.

Hartford may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other materials.
These topics may include the relationship between sectors of the economy and the
economy as a whole and its effect on various securities markets, investment
strategies and techniques (such as value investing, dollar cost averaging and
asset allocation), the advantages

22
<PAGE>

and disadvantages of investing in tax-advantaged and taxable instruments,
customer profiles and hypothetical purchase scenarios, financial management and
tax and retirement planning, and other investment alternatives, including
comparisons between the Contracts and the characteristics of and market for such
alternatives.

Introduction

This Prospectus has been designed to provide you with the necessary
information to make a decision on purchasing an individual or group tax-deferred
Variable Annuity Contract offered by Hartford in the Fixed Account and/or a
series of Separate Account Two. This Prospectus describes only the elements of
the Contracts pertaining to the Separate Account and the Fixed Account except
where reference to the General Account is specifically made. Please read the
Glossary of Special Terms on pages 4 and 5 prior to reading this Prospectus
to familiarize yourself with the terms being used.

The Contract,
Separate Account Two
and The Fixed Account

What are the Contracts?

The Contract is an individual or group tax-deferred Variable Annuity
Contracts designed for retirement planning purposes. Initially there are no
deductions from your Premium Payments (except for Premium Taxes, if applicable)
so your entire Premium Payment is put to work in the investment Sub-Account(s)
of your choice or the Fixed Account. Currently, there are eleven Sub-Accounts,
each investing in a different underlying Fund with its own distinct investment
objectives. More Sub-Accounts may be made available by Hartford at a later time.
You pick the Sub-Account(s) with the investment objectives that meet your needs.
You may select one or more Sub-Accounts and/or the Fixed Account and determine
the percentage of your Premium Payment that is put into a Sub-Account or the
Fixed Account. You may also transfer assets among the Sub-Accounts and the Fixed
Account so that your investment program meets your specific needs over time.
There are some limitations on the amounts in each Sub-Account and the Fixed
Account. These limitations are described later in this Prospectus. In addition,
there are certain other limitations on withdrawals and transfers of amounts in
the Sub-Accounts and the Fixed Account, as described in this Prospectus. See
"Charges Under the Contracts," page 35, for a description of the charges for
redeeming a Contract and other charges made under the Contract.

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

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

The Annuity Commencement Date and/or the Annuity option may be changed from
time to time, but any such change must be made at least 30 days prior to the
date on which Annuity payments are scheduled to begin. If you do not elect
otherwise, payments will begin at the Annuitant's age 90, except in

23
<PAGE>

certain states, payments will begin at the Annuitant's age 85, under Option 2
with 120 monthly payments certain (Option 1 for Texas Contracts).

When an Annuity is effected under a Contract, unless otherwise specified,
Contract Values held in the Sub-Accounts will be applied to provide a Variable
Annuity based on the pro rata amount in the various Sub-Accounts. Fixed Account
Contract Values will be applied to provide a Fixed Account Annuity. Variable
Annuity payments will vary in accordance with the investment performance of the
Sub-Accounts you have selected. You should consider the question of allocation
of Contract Values among Sub-Accounts of the Separate Account and the General
Account of Hartford to make certain that Annuity payments are based on the
investment alternative best suited to your needs for retirement. The Contract
allows the Contract Owner to change the Sub-Accounts on which variable payments
are based after payments have commenced once every three months. Any Fixed
Annuity allocation may not be changed.

Hartford reserves the right to modify the Contract, but only if such
modification: (i) is necessary to make the Contract or the Separate Account
comply with any law or regulation issued by a governmental agency to which
Hartford is subject; or (ii) is necessary to assure continued qualification of
the Contract under the Code or other federal or state laws relating to
retirement annuities or annuity Contracts; or (iii) is necessary to reflect a
change in the operation of the Separate Account or the Sub-Account(s) or (iv)
provides additional Separate Account options or (v) withdraws Separate Account
options. In the event of any such modification Hartford will provide notice to
the Contract Owner or to the payee(s) during the Annuity period. Hartford may
also make appropriate endorsement in the Contract to reflect such modification.

Who can buy these Contracts?

The individual and group Variable Annuity Contracts offered under this
Prospectus may be purchased by any individual, group or trust, including any
trustee or custodian for a retirement plan qualified under Sections 401(a) or
403(a) of the Internal Revenue Code; annuity purchase plans adopted by public
school systems and certain tax-exempt organizations according to Section 403(b)
of the Internal Revenue Code; Individual Retirement Annuities adopted according
to Section 408 of the Internal Revenue Code; employee pension plans established
for employees by a state, a political subdivision of a state, or an agency or
instrumentality of either a state or a political subdivision of a state, and
certain eligible deferred compensation plans as defined in Section 457 of the
Internal Revenue Code ("Qualified Contracts").

What is the Separate Account and how does it operate?

The Separate Account was established on June 2, 1986, in accordance with
authorization by the Board of Directors of Hartford. It is the Separate Account
in which Hartford sets aside and invests the assets attributable to variable
annuity Contracts, including the Contracts sold under this Prospectus. Although
the Separate Account is an integral part of Hartford, it is registered as a unit
investment trust under the Investment Company Act of 1940. This registration
does not, however, involve Commission supervision of the management or the
investment practices or policies of the Separate Account or Hartford. The
Separate Account meets the definition of "separate account" under federal
securities law.

Under Connecticut law, the assets of the Separate Account attributable to
the Contracts offered under this Prospectus are held for the benefit of the
owners of, and the persons entitled to payments under those Contracts. Income,
gains, and losses, whether or not realized, from assets allocated to the
Separate Account, are, in accordance with the Contracts, credited to or charged
against the Separate Account. Also, the assets in the Separate Account are not
chargeable with liabilities arising out of any other business Hartford may
conduct. So, Contract Values allocated to the Sub-Accounts will not be affected
by the rate of

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return of Hartford's General Account, nor by the investment performance of any
of Hartford's other separate accounts. However, all obligations arising under
the Contracts are general corporate obligations of Hartford.

Your investment in the Separate Account is allocated to one or more
Sub-Accounts as per your specifications. Each Sub-Account is invested
exclusively in the assets of one underlying Fund. Net Premium Payments and
proceeds of transfers between Sub-Accounts are applied to purchase shares in the
appropriate Fund at net asset value determined as of the end of the Valuation
Period during which the payments were received or the transfer made. All
distributions from the Fund are reinvested at net asset value. The value of your
investment will therefore vary in accordance with the net income and fluctuation
in the individual investments within the underlying Fund portfolio or
portfolios. During the Variable Annuity payout period, both your Annuity
payments and reserve values will vary in accordance with these factors.

Hartford does not guarantee the investment results of the Sub-Accounts or
any of the underlying investments. There is no assurance that the value of a
Contract during the years prior to retirement or the aggregate amount of the
Variable Annuity payments will equal the total of Premium Payments made under
the Contract. Since each underlying Fund has different investment objectives,
each is subject to different risks. These risks are more fully described in the
accompanying Fund prospectus.

Hartford reserves the right, subject to compliance with the law, to
substitute the shares of any other registered investment company for the shares
of any Fund held by the Separate Account. Substitution may occur only if shares
of the Fund(s) become unavailable or if there are changes in applicable law or
interpretations of law. Current law requires notification to you of any such
substitution and approval of the Commission.

The Separate Account may be subject to liabilities arising from a Series of
the Separate Account whose assets are attributable to other variable annuity
Contracts or variable life insurance policies offered by the Separate Account
which are not described in this Prospectus.

What is the Fixed Account and how does it operate?

THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT
REGISTERED UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT
IS NOT REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF
1940 ("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS
THEREIN ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE
1940 ACT, AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED
BY THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE
ABOUT THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE
PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND
COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Account become
a part of the general assets of Hartford. Hartford invests the assets of the
General Account in accordance with applicable law governing the investments of
Insurance Company General Accounts.

Currently, Hartford guarantees that it will credit interest at a rate of
not less than 3% per year, compounded annually, to amounts allocated to the
Fixed Account under the Contracts. However, Hartford reserves the right to
change the rate according to state insurance law. Hartford may credit interest
at a rate in

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<PAGE>

excess of 3% per year. There is no specific formula for the determination of
excess interest credits. Some of the factors that the Company may consider in
determining whether to credit excess interest to amounts allocated to the Fixed
Account and the amount thereof, are general economic trends, rates of return
currently available and anticipated on the Company's investments, regulatory and
tax requirements and competitive factors. ANY INTEREST CREDITED TO AMOUNTS
ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 3% PER YEAR WILL BE DETERMINED IN
THE SOLE DISCRETION OF THE COMPANY. THE OWNER ASSUMES THE RISK THAT INTEREST
CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3%
FOR ANY GIVEN YEAR.

May I transfer assets between Sub-Accounts?

You may transfer the values of your Sub-Account allocations from one or
more Sub-Accounts to another free of charge. However, Hartford reserves the
right to limit the number of transfers to 12 per Contract Year, with no two
transfers occurring on consecutive Valuation Days. Transfers by telephone may be
made by calling (800) 862-6668. Telephone transfers may not be permitted by some
states for their residents who purchase variable annuities.

It is the responsibility of the Contract Owner or Participant 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 instruction.

Hartford may permit the Contract Owner to preauthorize transfers among
Sub-Accounts and between Sub-Accounts and the Fixed Account under certain
circumstances. The policy of Hartford 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 transaction initiated by
telephone include requirements that callers on behalf of a Contract Owner
identify themselves and the Contract Owner by name and social security number.
All transfer instructions by telephone are tape recorded.

Subject to the exceptions set forth in the following paragraph, the right
to reallocate Contract Values between the Sub-Accounts is subject to
modification if Hartford determines, in its sole opinion, that the exercise of
that right by one or more Contract Owners is, or would be, to the disadvantage
of other Contract Owners. Any modification could be applied to transfers to or
from some or all of the Sub-Accounts and could include, but not be limited to,
the requirement of a minimum time period between each transfer, not accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one Contract Owner, or limiting the dollar amount that may be transferred
between the Sub-Accounts and the Fixed Account by a Contract Owner at any one
time. Such restrictions may be applied in any manner reasonably designed to
prevent any use of the transfer right which is considered by Hartford to be to
the disadvantage of other Contract Owners.

For Contracts issued in the State of New York, the reservation of rights
set forth in the preceding paragraph is limited to (i) requiring up to a maximum
of 10 Valuation Days between each transfer: (ii) limiting the amount to be
transferred on any one Valuation Day to no more than $2 million; and (iii) upon
30 days prior written notice, to only accepting transfer instructions from the
Contract owner and not from the Contract owner's representative, agent or person
acting under a power of attorney for

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<PAGE>

the Contract Owner.

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.

Transfers between the Sub-Accounts may be made both before and after
Annuity payments commence (limited to once a quarter) provided that the minimum
allocation to any Sub-Account may not be less than $500. No minimum balance is
required in any Sub-Account.

May I transfer assets between the Fixed Account and the
Sub-Accounts?

Subject to the restrictions set forth above, transfers from the Fixed
Account into a Sub-Account may be made at any time during the Contract Year. The
maximum amount which may be transferred from the Fixed Account during any
Contract Year is the greater of 30% of the Fixed Account balance as of the last
Contract Anniversary or the greatest amount of any prior transfer from the Fixed
Account. If Hartford permits preauthorized transfers from the Fixed Account to
the Sub-Accounts, this restriction is inapplicable. Also, if any interest rate
is renewed at a rate of at least one percentage point less than the previous
rate, the Contract Owner may elect to transfer up to 100% of the funds receiving
the reduced rate within 60 days of notification of the interest rate decrease.
Generally, transfers may not be made from any Sub-Account into the Fixed Account
for the six-month period following any transfer from the Fixed Account into one
or more of the Sub-Accounts. Hartford reserves the right to modify the
limitations on transfers from the Fixed Account and to defer transfers from the
Fixed Account for up to six months from the date of request.

From time to time, Hartford may credit increased interest rates to Contract
Owners under certain programs established at the discretion of Hartford.
Effective February 25, 1998, Contract Owners may enroll in a special
pre-authorized transfer program known as Hartford's Dollar Cost Averaging Bonus
Program (the *Program*). Under this Program, Contract Owners who enroll may
allocate a minimum of $5,000 of their Premium Payment into the Program (Hartford
may allow a lower minimum Premium Payment for qualified plan transfers or
rollovers, including IRAs) and pre-authorize transfers to any of the
Sub-Accounts under either the 6 Month Transfer Program or 12 Month Transfer
Program. The 6 Month Transfer Program and the 12 Month Transfer Program will
generally have different credited interest rates. Under the 6 Month Transfer
Program, the interest rate can accrue up to 6 months and all Premium Payments
and accrued interest must be transferred to the selected Sub-Accounts in 3 to 6
months. Under the 12 Month Transfer Program, the interest rate can accrue up
to 12 months and all Premium Payments and accrued interest must be transferred
to the selected Sub-Accounts in 7 to 12 months. This will be accomplished by
monthly transfers for the period selected and a final transfer of the entire
amount remaining in the Program.

The pre-authorized transfers will begin within 15 days after the initial
Program Premium Payment and complete enrollment instructions are received by
Hartford. If complete Program enrollment instructions are not received by
Hartford within 15 days of receipt of the initial Program Premium Payment, the
Program will be voided and the entire balance in the Program will be credited
with the non-Program interest rate then in effect for the Fixed Account.

Any subsequent Premium Payments received by Hartford within the Program
period selected will be allocated to the Sub-Accounts over the remainder of that
Program transfer period, unless otherwise

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<PAGE>

directed by the Contract Owner.

A Contract Owner may only have one dollar cost averaging program in place
at one time, this means one standard dollar cost averaging plan or one Dollar
Cost Averaging Bonus Program.

Contract Owners may elect to terminate the pre-authorized transfers by
calling or writing Hartford of their intent to cancel their enrollment in the
Program. Upon cancellation of enrollment in the Program, Contract Owners will no
longer receive the increased interest rate. Hartford reserves the right to
discontinue, modify or amend the Program or any other interest rate program
established by Hartford. Any change to the Program will not affect Contract
Owners currently enrolled in the Program. This Program may not be available in
all states; please contact Hartford to determine if it is available in your
state.

Operation of the Contract

How is my Premium Payment credited?

The balance of each initial Premium Payment remaining after the deduction
of any applicable Premium Tax is credited to your Contract within two business
days of receipt of a properly completed application or an order to purchase a
Contract and the initial Premium Payment by Hartford at its Home Office,P.O. Box
5085, Hartford, CT 06102-5085. It will be credited to the Sub-Account(s) and/or
the Fixed Account in accordance with your election. If the application or other
information is incomplete when received, the balance of each initial Premium
Payment, after deduction of any applicable Premium Tax, will be credited to the
Sub-Account(s) or the Fixed Account within five business days of receipt. If the
initial Premium Payment is not credited within five business days, the Premium
Payment will be immediately returned unless you have been informed of the delay
and request that the Premium Payment not be returned.

The number of Accumulation Units in each Sub-Account to be credited to a
Contract will be determined by dividing the portion of the Premium Payment being
credited to each Sub-Account by the value of an Accumulation Unit in that
Sub-Account on that date.

Subsequent Premium Payments are priced on the Valuation Day received by
Hartford in its Home Office, or other designated administrative offices.

What size Premium Payments must I make?

The minimum initial Premium Payment is $1,000. Thereafter, the minimum
Premium Payment is $500 or if you are in the InvestEase Program the minimum
is $50. Certain plans may make smaller periodic payments. Each Premium
Payment may be split among the various Sub-Accounts and/or the Fixed Account
subject to minimum amounts then in effect.

What if I am not satisfied with my purchase?

If you are not satisfied with your purchase you may surrender the Contract
by returning it within ten days (or longer in some states) after you receive it.
A written request for cancellation must accompany the Contract. In such event,
Hartford will, without deduction for any charges normally assessed thereunder,
pay you an amount equal to the sum of (i) the difference between the Premium
Payment and the amounts allocated to the Sub Account(s) and/or the Fixed Account
under the Contract and (ii) the value of the

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<PAGE>

Contract on the date of surrender attributable to the amounts so allocated. You
bear the investment risk during the period prior to the Company's receipt of
request for cancellation. Hartford will refund the premium paid only for
individual retirement annuities (if returned within seven days of receipt) and
in those states where required by law.

May I assign or transfer my Contract?

Ownership of a Contract described herein is generally assignable. However,
if the Contracts are issued pursuant to some form of Qualified Plan, it is
possible that the ownership of the Contracts may not be transferred or assigned
depending on the type of qualified retirement plan involved. An assignment of a
Non-Qualified Contract may subject the assignment proceeds to income taxes and
certain penalty taxes. (Federal Tax Considerations Taxation of Annuities in
General Non-Tax Qualified Purchasers" commencing on page 42.)

How do I know what my Contract is worth?

The value of the Sub-Account investments under your Contract at any time
prior to the commencement of Annuity payments can be determined by multiplying
the total number of Accumulation Units credited to your Contract in each
Sub-Account by the then current Accumulation Unit values for the applicable
Sub-Account. The value of the Fixed Account under your Contract will be the
amount allocated to the Fixed Account plus interest credited. You will be
advised at least semiannually of the number of Accumulation Units credited to
each Sub-Account, the current Accumulation Unit values, the Fixed Account value,
and the total value of your Contract.

How is the Accumulation Unit value determined?

The Accumulation Unit value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit value of the particular
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The "Net Investment Factor" for
each of the Sub-Accounts is equal to the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of any dividends or capital gains distributed by that Fund if the ex-dividend
date occurs in the Valuation Period then ended) divided by the net asset value
per share of the corresponding Fund at the beginning of the Valuation Period.
You should refer to the prospectus for each of the Funds which accompanies this
Prospectus for a description of how the assets of each Fund are valued since
each determination has a direct bearing on the Accumulation Unit value of the
Sub-Account and therefore the value of a Contract. The Accumulation Unit Value
is affected by the performance of the underlying Fund(s), expenses and deduction
of the charges described in this Prospectus.

How are the underlying Fund shares valued?

The shares of the Fund are valued at net asset value on each Valuation Day.
A complete description of the valuation method used in valuing Fund shares may
be found in the accompanying Funds prospectus.

How is the value of the Fixed Account determined?

Hartford will determine the value of the Fixed Account by crediting
interest to amounts allocated to the Fixed Account. The minimum Fixed Account
interest rate is 3%, compounded annually. Hartford may credit a lower minimum
interest rate according to state law. Hartford also may credit interest at rates
greater

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<PAGE>

than the minimum Fixed Account interest rate.

Payment of Benefits

What would my Beneficiary receive as a death benefit?

The Contracts provide that in the event the Annuitant dies before the
selected Annuity Commencement Date, the Contingent Annuitant will become the
Annuitant. If the Annuitant dies before the Annuity Commencement Date and either
(a) there is no designated Contingent Annuitant, (b) the Contingent Annuitant
predeceases the Annuitant, or (c) if any Contract Owner dies before the Annuity
Commencement Date, the Beneficiary as determined under the Contract Control
Provisions, will receive the Minimum Death Benefit as determined on the date of
receipt of due proof of death by Hartford in its Home Office. With regard to
Joint Contract Owners, at the first death of a joint Contract Owner prior to the
Annuity Commencement Date, the Beneficiary will be the surviving Contract Owner
notwithstanding that the beneficiary designation may be different. However, if
upon death prior to the Annuity Commencement Date of the Annuitant or Contract
Owner, as applicable, had not attained his 85th birthday, the Beneficiary will
receive the greatest of (a) the Contract Value determined as of the day written
proof of death of such person is received by Hartford, or (b) 100% of the total
Premium Payments made to such Contract, reduced by any prior surrenders, or
(c) the Contract Value on the Specified Contract Anniversary immediately
preceding the date of death, increased by the dollar amount of any Premium
Payments made and reduced by the dollar amount of any partial terminations since
the immediately preceding Specified Contract Anniversary in all states except
North Carolina where the Beneficiary will received the greater of the Contract
Value for the premium payments as set forth in (a) and (b) above.

If the deceased, the Annuitant or Contract Owner, as applicable, had
attained age 85, then the Death Benefit will equal the Contract Value.

Death Benefit proceeds will remain invested in the Separate Account in
accordance with the allocation instructions given by the Certificate Owner until
the proceeds are paid or Hartford receives new instructions from the
Beneficiary. The death benefit may be taken in one sum, payable within seven
days after the date Due Proof of Death is received, or under any of the
settlement options then being offered by the Company provided, however, that:
(a) in the event of the death of any Contract Owner prior to the Annuity
Commencement Date, the entire interest in the Contract will be distributed
within 5 years after the death of the Contract Owner and (b) in the event of the
death of any Contract Owner or Annuitant which occurs on or after the Annuity
Commencement Date, any remaining interest in the Contract will be paid at least
as rapidly as under the method of distribution in effect at the time of death,
or, if the benefit is payable over a period not extending beyond the life
expectancy of the Beneficiary or over the life of the Beneficiary, such
distribution must commence within one year of the date of death. Notwithstanding
the foregoing, in the event of the Contract Owner's death where the sole
Beneficiary is the spouse of the Contract Owner and the Annuitant or Contingent
Annuitant is living, such spouse may elect, in lieu of receiving the death
benefit, to be treated as the Contract Owner. The proceeds due on the death may
be applied to provide variable payments, fixed payments, or a combination of
variable and fixed payments.

If the Contract is owned by a corporation or other non-individual, the
Death Benefit payable upon the death of the Annuitant prior to the Annuity
Commencement Date will be payable only as one sum or under the same settlement
options and in the same manner as if an individual Contract Owner died on the
date of the Annuitant's death.

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<PAGE>

How can a Contract be redeemed or surrendered?

At any time prior to the Annuity Commencement Date, you have the right,
subject to any IRS provisions applicable thereto, to surrender the value of the
Contract in whole or in part. Under any of the Annuity options excluding Options
4 and 5, no surrenders are permitted after Annuity payments commence. Only full
surrenders are allowed out of Option 4 and any such surrender will be subject to
contingent deferred sales charges, if applicable. Full or partial withdrawals
may be made from Option 5 at any time and contingent deferred sales charges will
not be applied.

FULL SURRENDERS. At any time prior to the Annuity Commencement Date (and
after the Annuity Commencement Date with respect to values applied to Option 4),
the Contract Owner has the right to terminate the Contract. In such event, the
Termination Value of the Contract may be taken in the form of a lump sum cash
settlement.

The Termination Value of the Contract is equal to the Contract Value less
any applicable Premium Taxes, the Annual Maintenance Fee if applicable and any
applicable contingent deferred sales charges. The Termination Value may be more
or less than the amount of the Premium Payments made to a Contract.

PARTIAL SURRENDERS. The Contract Owner may make a partial surrender of
Contract Values at any time prior to the Annuity Commencement Date so long as
the amount surrendered is at least equal to the minimum amount rules then in
effect. Additionally, if the remaining Contract Value following a surrender is
less than $500, Hartford may terminate the Contract and pay the Termination
Value. For Contracts issued in Texas, there is an additional requirement that
the Contract will not be terminated when the remaining Contract Value after a
surrender is less than $500 unless there were no Premium Payments made during
the previous two Contract Years.

TELEPHONE SURRENDER PRIVILEGES - Hartford permits partial surrenders by
telephone subject to dollar amount limitations in effect at the time a Contract
Owner requests the surrender. To request partial surrenders by telephone, a
Contract Owner must have completed and returned to Hartford a Telephone
Redemption Program Enrollment Form authorizing telephone surrenders. If there
are joint Contract Owners, both must authorize Hartford to accept telephone
instructions and agree that Hartford may accept telephone instructions for
partial surrenders from either Contract Owner. Partial surrender requests will
not be honored until Hartford receives all required documents in proper form.

Telephone authorization will remain valid until (a) Hartford receives
written notice of revocation by a Contract Owner, or, in the case of joint
Contract Owners, written notice from either Contract Owner; (b) Hartford
discontinues the privilege; or (c) Hartford has reason to believe that a
Contract Owner has entered into a market timing agreement with an investment
adviser and/or broker/dealer.

Hartford may record any telephone calls to verify data concerning
transactions and may adopt other procedures to confirm that telephone
instructions are genuine. Hartford will not be liable for losses or expenses
arising out of telephone instructions reasonably believed to be genuine.

In order to obtain that day's unit values on surrender, Hartford must
receive telephone surrender instructions prior to the close of trading on the
New York Stock Exchange (generally 4:00 p.m.).

Hartford may modify, suspend, or terminate telephone transaction privileges
at any time.

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Each Contract Year, on a non-cumulative basis, partial surrenders of
Contract Values of up to 10% of the aggregate Premium Payments made to the
Contract may be made without being subject to the contingent deferred sales
charge. Certain plans or programs may have different withdrawal privileges.
Hartford may permit the Contract Owner to preauthorize partial surrenders
subject to certain limitations then in effect.

THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(b) TAX -SHELTERED ANNUITIES.
AS OF DECEMBER 31, 1988, ALL SECTION 403(b) ANNUITIES HAVE LIMITS ON FULL AND
PARTIAL SURRENDERS. CONTRIBUTIONS TO THE CONTRACT MADE AFTER DECEMBER 31, 1988
AND ANY INCREASES IN CASH VALUE AFTER DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED
UNLESS THE CONTRACT OWNER/EMPLOYEE HAS A) ATTAINED AGE 59 1/2, B) TERMINATED
EMPLOYMENT, C) DIED, D) BECOME DISABLED OR E) EXPERIENCED FINANCIAL HARDSHIP.

DISTRIBUTIONS DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY
STILL BE SUBJECT TO A PENALTY TAX OF 10%.

HARTFORD WILL NOT ASSUME ANY RESPONSIBILITY IN DETERMINING WHETHER A
WITHDRAWAL IS PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY PARTICULAR
SITUATION; OR IN MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY 1,
1989 ACCOUNT VALUES.

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY AFFECT THE
CONTINUING TAX QUALIFIED STATUS OF SOME CONTRACTS OR PLANS AND MAY RESULT IN
ADVERSE TAX CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE,
SHOULD CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS," PAGE 42.)

Payment on any request for a full or partial surrender from the
Sub-Accounts will be made as soon as possible and in any event no later than
seven days after the written request is received by Hartford at its Home Office,
Attn: Individual Annuity Operations,P.O. Box 5085, Hartford, CT 06102-5085.
Hartford may defer payment of any amounts from the Fixed Account for up to six
months from the date of the request for surrender. If Hartford defers payment
for more than 30 days, Hartford will pay interest of at least 3% per annum on
the amount deferred. In requesting a partial withdrawal you should specify the
Sub-Account(s) and/or the Fixed Account from which the partial withdrawal is to
be taken. Otherwise, such withdrawal and any applicable contingent deferred
sales charges will be effected on a pro rata basis according to the value in the
Fixed Account and each Sub-Account under a Contract. Within this context, the
contingent deferred sales charges are taken from the Premium Payments in the
order in which they were received: from the earliest Premium Payments to the
latest Premium Payments (see "How are the charges under these Contracts made?"
commencing on page 35).

Can payment of a redemption, surrender or death benefit ever be postponed beyond
the seven day period?

Yes. There may be postponement whenever (a) the New York Stock Exchange is
closed, except for holidays or weekends, or trading on the New York Stock
Exchange is restricted as determined by the Commission; (b) the Commission
permits postponement and so orders; or (c) the Commission determines that an
emergency exists making valuation of the amounts or disposal of securities not
reasonably practicable.

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May I surrender once Annuity payments have started?

No. Surrenders are not permitted after Annuity payments commence except
that a full surrender is allowed when payments for a designated period (Option 4
or 5) are selected as the Annuity option.

What are my Annuity Benefits?

You select an Annuity Commencement Date and an Annuity option which may be
on a fixed or variable basis, or a combination thereof. The Annuity Commencement
Date will not be deferred beyond the Annuitant's 90th birthday except for
certain states where deferral past age 85 is not permitted. The Annuity
Commencement Date and/or the Annuity option may be changed from time to time,
but any change must be made at least 30 days prior to the date on which Annuity
payments are scheduled to begin. The Contract allows the Contract Owner to
change the Sub-Accounts on which variable payments are based after payments have
commenced once every three (3) months. Any Fixed Annuity allocation may not be
changed.

Annuity Options -- The Contract contains the five optional Annuity forms
described below. Options 2, 4, and 5 are available to Qualified Contracts only
if the guaranteed payment period is less than the life expectancy of the
Annuitant at the time the option becomes effective. Such life expectancy shall
be computed on the basis of the mortality table prescribed by the IRS, or if
none is prescribed, the mortality table then in use by the Hartford. With
respect to Non-Qualified Contracts, if you do not elect otherwise, payments in
most states will automatically begin at the Annuitant's age 90 (with the
exception of states that do not allow deferral past age 85) under Option 2 with
120 monthly payments certain. For Qualified Contracts and Contracts issued in
Texas, if you do not elect otherwise, payments will begin automatically at the
Annuitant's age 90 under Option 1 to provide a life Annuity.

Under any of the Annuity options excluding Options 4 and 5, no surrenders
are permitted after Annuity payments commence. Only full surrenders are allowed
out of Option 4 and any such surrender will be subject to contingent deferred
sales charges, if applicable. Full or partial withdrawals may be made from
Option 5 at any time and contingent deferred sales charges will not be applied.

Option 1 -- Life Annuity

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

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

Option 2 -- Life Annuity with 120, 180 or 240 Monthly Payments Certain

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

33
<PAGE>

approved by Hartford.

Option 3 -- Joint and Last Survivor Annuity

An Annuity payable monthly during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by Hartford, the Annuitant may elect that
the payment to the survivor be less than the payment made during the joint
lifetime of the Annuitant and a designated second person.

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

Option 4 -- Payments for a Designated Period

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

In the event of the Annuitant's death prior to the end of the designated
period, the present value as of the date of the Annuitant's death, of any
remaining guaranteed payments will be paid in one sum to the Beneficiary or
Beneficiaries designated unless other provisions have been made and approved by
the Hartford.

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

Option 5 -- Death Benefit Remaining with Hartford

Proceeds from the Death Benefit may be left with Hartford for a period not
to exceed five years from the date of the Contract Owner's death prior to the
Annuity Commencement Date. These proceeds will remain in the Sub-Account(s) to
which they were allocated at the time of death unless the Beneficiary elects to
reallocate them. Full or partial withdrawals may be made at anytime. In the
event of withdrawals, the remaining value will equal the Contract Value of the
proceeds left with Hartford, minus any withdrawals.

Hartford may offer other annuity options from time to time.

How are Annuity payments determined?

The value of the Annuity Unit for each Sub-Account in the Separate Account
for any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor (see "How is the Accumulation Unit
value determined?" commencing on page 29) for the day for which the Annuity
Unit value is being calculated, and (2) a factor to neutralize the assumed
investment rate of 4.00% per annum discussed below.

When Annuity payments are to commence, the value of the Contract is
determined as the sum of the value of the Fixed Account no earlier than the
close of business on the fifth Valuation Day preceding the

34
<PAGE>

date the first Annuity payment is due plus the product of the value of the
Accumulation Unit of each Sub-Account on that same day, and the number of
Accumulation Units credited to each Sub-Account as of the date the Annuity is to
commence.

The Contract contains tables indicating the minimum dollar amount of the
first monthly payment under the optional forms of Annuity for each $1,000 of
value of a Sub-Account under a Contract. The first monthly payment varies
according to the form and type of Annuity selected. The Contract contains
Annuity tables derived from the 1983a Individual Annuity Mortality Table with
ages set back one year and with an assumed investment rate ("A.I.R.") of 4% per
annum. The total first monthly Variable Annuity payment is determined by
multiplying the value (expressed in thousands of dollars) of a Sub-Account (less
any applicable Premium Taxes) by the amount of the first monthly payment per
$1,000 of value obtained from the tables in the Contracts.

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

The amount of the first monthly Variable Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account no earlier than the close of business on the fifth Valuation Day
preceding the day on which the payment is due in order to determine the number
of Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the Annuity payment period, and in each subsequent month
the dollar amount of the Variable Annuity payment is determined by multiplying
this fixed number of Annuity Units by the then current Annuity Unit value.

LEVEL VARIABLE ANNUITY PAYMENTS WOULD BE PRODUCED IF THE INVESTMENT RATE
REMAINED CONSTANT AND EQUAL TO THE A.I.R. IN FACT, PAYMENTS WILL VARY UP OR DOWN
AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.

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

Charges Under the Contracts

How are the sales charges under the Contracts made?

There is no deduction for sales expenses from Premium Payments when made.
However, a contingent deferred sales charge may be assessed against Contract
Values when they are surrendered.

A Contract Owner who chooses to surrender a Contract in full who has not
yet withdrawn the Annual Withdrawal Amount during the current Contract Year (as
described below under the sub-heading "Is there ever a time when the sales
charges do not apply?") may, depending upon the amount of investment gain
experienced under the Contract, reduce the amount of any contingent deferred
sales charge paid by first withdrawing the Annual Withdrawal Amount and then
requesting a full surrender of the Contract. Currently, regardless of whether a
Contract Owner first requests a partial withdrawal of the

35
<PAGE>

Annual Withdrawal Amount, upon receiving a request for a full surrender of a
Contract, Hartford assesses any applicable contingent deferred sales charge
against the surrender proceeds representing the lesser of: (1) aggregate Premium
Payments not previously withdrawn; and (2) the Contract Value, less the Annual
Withdrawal Amount available at the time of the full surrender, less the Annual
Maintenance Fee.

CHARGE LENGTH OF TIME FROM
------ PREMIUM
PAYMENT(NUMBER OF
YEARS)
-------------------
<S> <C>
7% 1
6% 2
5% 3
4% 4
3% 5
2% 6
1% 7
0% 8 or more
</TABLE>

No contingent deferred sales charge will be assessed in the event of death
of the Annuitant or Contract Owner, or if Contract Values are applied to an
Annuity option provided for under the Contract (except that a surrender out of
Option 4 will be subject to a contingent deferred sales charge if applicable) or
upon the exercise of the withdrawal privilege. (See "Is there ever a time when
the sales charges do not apply?" commencing on page 36.)

In the case of a redemption in which you request a certain dollar amount be
withdrawn, the sales charge is deducted from the amount withdrawn and the
balance is paid to you. Example: You request a total withdrawal of $1,000 and
the applicable sales load is 5%. Your Sub-Account(s) and/or the Fixed Account
will be reduced by $1,000 and you will receive $950 (i.e., the $1,000 total
withdrawal less the 5% sales charge). This is the method applicable on a full
surrender of your Contract. In the case of a partial redemption in which you
request to receive a specified amount, the sales charge will be calculated on
the total amount that must be withdrawn from your Sub-Account(s) and/or the
Fixed Account in order to provide you with the amount requested. Example: You
request to receive $1,000 and the applicable sales charge is 5%. Your
Sub-Account(s) and/or the Fixed Account will be reduced by $1,052.63 (i.e., a
total withdrawal of $1,052.63 which results in a $52.63 sales charge ($1,052.63
x 5%) and a net amount paid to you of $1,000 as requested).

Is there ever a time when the sales charges do not apply?

Yes. During any Contract Year, on a non-cumulative basis, a Contract Owner
may make a partial surrender of Contract Values of up to 10% of the aggregate
Premium Payments made to the Contract (as determined on the date of the
requested withdrawal) without the application of the contingent deferred sales
charge described above (the "Annual Withdrawal Amount"). Certain plans or
programs may have different withdrawal privileges. Any such withdrawal will be
deemed to be from Contract Values other than Premium

36
<PAGE>

Payments. From time to time, Hartford may permit the Contract Owner to
preauthorize partial surrenders subject to certain limitations then in effect.
Additional surrenders or any surrender of the Contract Values in excess of such
amount in any Contract Year during the period when contingent deferred sales
charges are applicable will be subject to the appropriate charge as set forth
above.

No contingent deferred sales charges otherwise applicable will be assessed
in the event of death of the Annuitant, death of the Contract Owner or if
payments are made under an Annuity option provided for under the Contract,
except that in the case of a surrender out of Annuity Option 4, contingent
deferred sales charges will be assessed, if applicable.

Hartford may offer certain employer sponsored savings plans, in its
discretion, reduced fees and charges including, but not limited to, the
contingent deferred sales charges, the mortality and expense risk charge and the
maintenance fee for certain sales under circumstances which may result in
savings of certain costs and expenses. Reductions in these fees and charges will
not be unfairly discriminatory against any Contract Owner.

CONFINEMENT IN A HOSPITAL, LONG TERM CARE FACILITY OR NURSING HOME -
Hartford will waive any Sales Charge applicable to a partial or full surrender
if the Annuitant is confined, at the recommendation of a physician for medically
necessary reasons, for at least 180 calendar days to: a hospital recognized as a
general hospital by the proper authority of the state in which it is located; or
a hospital recognized as a general hospital by the Joint Commission on the
Accreditation of Hospitals; or a facility certified as a hospital or long-term
care facility; or a nursing home licensed by the state in which it is located
and offers the services of a registered nurse 24 hours a day.

The Annuitant cannot be confined at the time the Contract was purchased in
order to receive this waiver and the Contract Owner(s) must have been the
Contract Owner(s) continuously since the Contract issue date; must provide
written proof of confinement satisfactory to Hartford; and must request the
partial or full surrender within 91 calendar days of the last day of
confinement.

This waiver may not be available in all states. Please contact your
registered representative or Hartford to determine availability.

What do the sales charges cover?

The contingent deferred sales charges are used to cover expenses relating
to the sale and distribution of the Contracts, including commissions paid to any
distribution organization and its sales personnel, the cost of preparing sales
literature and other promotional activities. To the extent that these charges do
not cover such distribution expenses they will be borne by Hartford from its
general assets, including surplus. The surplus might include profits resulting
from unused mortality and expense risk charges.

What is the mortality and expense risk charge?

Although Variable Annuity payments made under the Contracts will vary in
accordance with the investment performance of the underlying Fund shares held in
the Sub-Account(s), the payments will not be affected by (a) Hartford's actual
mortality experience among Annuitants before or after the Annuity Commencement
Date or (b) Hartford's actual expenses, if greater than the deductions provided
for in the Contracts because of the expense and mortality undertakings by
Hartford.

For assuming these risks under the Contracts, Hartford will make a daily
charge at the rate of 1.25%

37
<PAGE>

per annum against all Contract Values held in the Sub-Accounts during the life
of the Contract (estimated at .90% for mortality and .35% for expense).

The mortality undertakings provided by Hartford under the Contracts,
assuming the selection of one of the forms of life Annuities, is to make monthly
Annuity payments (determined in accordance with the 1983a Individual Annuity
Mortality Table and other provisions contained in the Contract) to Annuitants
regardless of how long an Annuitant may live, and regardless of how long all
Annuitants as a group may live. Hartford also assumes the liability for payment
of a minimum death benefit under the Contract.

The mortality undertakings are based on Hartford's determination of
expected mortality rates among all Annuitants. If actual experience among
Annuitants during the Annuity payment period deviates from Hartford's actuarial
determination of expected mortality rates among Annuitants because, as a group,
their longevity is longer than anticipated, Hartford must provide amounts from
its general funds to fulfill its Contract obligations. In that event, a loss
will fall on Hartford. Also, in the event of the death of an Annuitant or
Contract Owner before the commencement of Annuity payments, whichever is
earlier, Hartford can, in periods of declining value, experience a loss
resulting from the assumption of the mortality risk relative to the minimum
death benefit.

In providing an expense undertaking, Hartford assumes the risk that the
contingent deferred sales charges and the Annual Maintenance Fee for maintaining
the Contracts prior to the Annuity Commencement Date may be insufficient to
cover the actual cost of providing such items.

Are there any administrative charges?

Each year, on each Contract Anniversary on or before the Annuity
Commencement Date, Hartford will deduct an annual maintenance fee, if
applicable, from Contract Values to reimburse it for expenses relating to the
maintenance of the Contract, the Fixed Account, and the Sub-Account(s)
thereunder. If during a Contract Year the Contract is surrendered for its
full value, Hartford will deduct the annual maintenance fee at the time of
such surrender. The fee is a flat fee which will be due in the full amount
regardless of the time of the Contract Year that Contract Values are
surrendered. The annual maintenance fee is $25.00 per Contract Year. The
deduction will be made pro rata according to the value in each Sub-Account
and the Fixed Account under a Contract. Hartford reserves the right to waive
the annual maintenance fee under other conditions.

How much are the deductions for Premium Taxes?

A deduction is also made for Premium Tax, if applicable, imposed by a state
or other governmental entity. Certain states impose a Premium Tax, currently
ranging up to 3.5%. Some states assess the tax at the time purchase payments are
made; others assess the tax at the time of annuitization. Hartford will pay
Premium Taxes at the time imposed under applicable law. At its sole discretion,
Hartford may deduct Premium Taxes at the time Hartford pays such taxes to the
applicable taxing authorities, at the time the Contract is surrendered, or at
the time the Contract annuitizes.

Hartford Life
Insurance Company
and the Funds

What is Hartford?

38
<PAGE>

Hartford Life Insurance Company ("Hartford") is a stock life insurance
company engaged in the business of writing life insurance, both individual and
group, in all states of the United States and the District of Columbia.
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 ultimately controlled by The
Hartford Financial Services Group, Inc., one of the largest financial service
providers in the United States.

HARTFORD RATINGS

- ------------------------------------------------------------------------------
RATING AGENCY EFFECTIVE RATING BASIS OF RATING
DATE OF RATING
- ------------------------------------------------------------------------------
<S> <C> <C> <C>
A.M. Best and Company, Inc. 9/9/97 A+ Financial soundness and
operating performance.
- ------------------------------------------------------------------------------
Standard & Poor's 1/23/98 AA Claims paying ability
- ------------------------------------------------------------------------------
Duff & Phelps 1/23/98 AA+ Claims paying ability
- ------------------------------------------------------------------------------
</TABLE>

What are the Funds?

All of the Funds are sponsored by Hartford and are incorporated under the
laws of the State of Maryland. HL Investment Advisors, Inc. ("HL Advisors")
serves as the investment adviser to each of the Hartford Funds.

Wellington Management Company, LLP serves as sub-investment adviser for
Hartford Advisers Fund, Hartford Capital Appreciation Fund, Hartford Dividend
and Growth Fund, Hartford International Advisers Fund, Hartford International
Opportunities Fund, Hartford MidCap Fund, Hartford Small Company Fund and
Hartford Stock Fund.

In addition, HL Advisors has entered an investment services agreement with
The Hartford Investment Management Company, Inc. ("HIMCO"), pursuant to which
HIMCO will provide certain investment services to Hartford Bond Fund, Hartford
Index Fund, Hartford Mortgage Securities Fund and Hartford Money Market Fund.

A full description of the Funds, their investment policies and
restrictions, risks, charges and expenses and all other aspects of their
operation is contained in the accompanying Funds' prospectus which should be
read in conjunction with this Prospectus before investing and in the Funds'
Statement of Additional Information which may be ordered from Hartford. The
Funds may not be available in all states.

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

HARTFORD ADVISERS FUND

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

39
<PAGE>

HARTFORD BOND FUND

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

HARTFORD CAPITAL APPRECIATION FUND

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

HARTFORD DIVIDEND AND GROWTH FUND

Seeks a high level of current income consistent with growth of capital and
reasonable investment risk.

HARTFORD INDEX FUND

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

HARTFORD INTERNATIONAL ADVISERS FUND

Seeks maximum long-term total return consistent with prudent investment
risk by investing in a portfolio of equity, debt and money market securities.
Securities in which the Fund invests primarily will be denominated in non-U.S.
currencies and will be traded in non-U.S. markets.

HARTFORD INTERNATIONAL OPPORTUNITIES FUND

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

HARTFORD MIDCAP FUND

Seeks to achieve long-term capital growth through capital appreciation by
investing primarily in equity securities.

HARTFORD MORTGAGE SECURITIES FUND

Seeks maximum current income consistent with safety of principal and
maintenance of liquidity by investing primarily in mortgage-related securities,
including securities issued by the Government National Mortgage Association.

40
<PAGE>

HARTFORD SMALL COMPANY FUND

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

HARTFORD STOCK FUND

Seeks long-term growth by investing primarily in equity securities.

HARTFORD MONEY MARKET FUND

Seeks maximum current income consistent with liquidity and preservation of
capital.

* "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.
THE INDEX FUND IS NOT SPONSORED, ENDORSED, SOLD OR PROMOTED BY STANDARD &
POOR'S AND STANDARD & POOR'S MAKES NO REPRESENTATION REGARDING THE
ADVISABILITY OF INVESTING IN THE INDEX FUND.

It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Funds simultaneously. Although Hartford and the Funds do not
currently foresee any such disadvantages either to variable annuity Contract
Owners or to variable life insurance policyowners, the Funds' Board of Directors
intends to monitor events in order to identify any material conflicts between
such Contract Owners and Policyowners and to determine what action, if any,
should be taken in response thereto. If the Board of Directors of the Funds were
to conclude that separate funds should be established for variable life and
variable annuity separate accounts, the variable annuity Contract Owners would
not bear any expenses attendant to the establishment of such separate funds.

41
<PAGE>

What are some of the federal tax consequences which affect these Contracts?

A. GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING TO
THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT DESCRIBED
HEREIN.

It should be understood that any detailed description of the federal income tax
consequences regarding the purchase of these Contracts cannot be made in this
Prospectus and that special tax rules may be applicable with respect to certain
purchase situations not discussed herein. In addition, no attempt is made here
to consider any applicable state or other tax laws. For detailed information, a
qualified tax adviser should always be consulted. The discussion here and in
Appendix I, commencing on page 50, is based on Hartford's understanding of
existing federal income tax laws as they are currently interpreted.

B. TAXATION OF HARTFORD AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of Hartford which is taxed as a life
insurance company in accordance with the Internal Revenue Code of 1986, as
amended (the "Code"). Accordingly, the Separate Account will not be taxed as a
"regulated investment company" under subchapter M of Chapter 1 of the Code.
Investment income and any realized capital gains on the assets of the Separate
Account are reinvested and are taken into account in determining the value of
the Accumulation and Annuity Units (See "Value of Accumulation Units" commencing
on page 19). As a result, such investment income and realized capital gains
are automatically applied to increase reserves under the Contract.

No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-Qualified
Contracts.

C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER THAN
QUALIFIED RETIREMENT PLANS

Section 72 of the Code governs the taxation of annuities in general.

1. NON-NATURAL PERSONS, CORPORATIONS, ETC. Section 72 contains provisions
for Contract Owners which are non-natural persons. Non-natural
persons include corporations, trusts, limited liability companies and
partnerships. The annual net increase in the value of the Contract is
currently includable in the gross income of a non-natural person,
unless the non-natural person holds the Contract as an agent for a
natural person. There are additional exceptions from current
inclusion for (i) certain annuities held by structured settlement
companies, (ii) certain annuities held by an employer with respect
to a terminated qualified retirement plan and (iii) certain immediate
annuities. A non-natural person which is a tax-exempt entity for
federal tax purposes will not be subject to income tax as a result of
this provision.

If the Contract Owner is not an individual, the primary Annuitant
shall be treated as the Contract Owner for purposes of making
distributions which are required to be made upon the death of the

42
<PAGE>

Contract Owner. If there is a change in the primary Annuitant, such
change shall be treated as the death of the Contract Owner.

2. OTHER CONTRACT OWNERS (NATURAL PERSONS). A Contract Owner is not
taxed on increases in the value of the Contract until an amount is
received or deemed received, e.g., in the form of a lump sum payment
(full or partial value of a Contract) or as Annuity payments under the
settlement option elected.

The provisions of Section 72 of the Code concerning distributions are
summarized briefly below. Also summarized are special rules affecting
distributions from Contracts obtained in a tax-free exchange for other
annuity contracts or life insurance contracts which were purchased
prior to August 14, 1982.

a. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

i. Total premium payments less amounts received which were not
includable in gross income equal the "investment in the
contract" under Section 72 of the Code.

ii. To the extent that the value of the Contract (ignoring any
surrender charges except on a full surrender) exceeds the
"investment in the contract," such excess constitutes the
"income on the contract."

iii. Any amount received or deemed received prior to the Annuity
Commencement Date (e.g., upon a partial surrender) is deemed
to come first from any such "income on the contract" and
then from "investment in the contract," and for these
purposes such "income on the contract" shall be computed by
reference to any aggregation rule in subparagraph 2.c.
below. As a result, any such amount received or deemed
received (1) shall be includable in gross income to the
extent that such amount does not exceed any such "income on
the contract," and (2) shall not be includable in gross
income to the extent that such amount does exceed any such
"income on the contract." If at the time that any amount is
received or deemed received there is no "income on the
contract" (e.g., because the gross value of the Contract
does not exceed the "investment in the contract" and no
aggregation rule applies), then such amount received or
deemed received will not be includable in gross income, and
will simply reduce the "investment in the contract."

iv. The receipt of any amount as a loan under the Contract or
the assignment or pledge of any portion of the value of the
Contract shall be treated as an amount received for purposes
of this subparagraph a. and the next subparagraph b.

v. In general, the transfer of the Contract, without full and
adequate consideration, will be treated as an amount
received for purposes of this subparagraph a. and the next
subparagraph b. This transfer rule does not apply, however,
to certain transfers of property between spouses or incident
to divorce.

b. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE. Annuity payments
made periodically after the Annuity Commencement Date are
includable in gross income to the extent the payments exceed the
amount determined by the application of the ratio of the
"investment in the contract" to the total amount of the payments
to be made after the Annuity

43
<PAGE>

Commencement Date (the "exclusion ratio").

i. When the total of amounts excluded from income by
application of the exclusion ratio is equal to the
investment in the contract as of the Annuity Commencement
Date, any additional payments (including surrenders) will be
entirely includable in gross income.

ii. If the annuity payments cease by reason of the death of the
Annuitant and, as of the date of death, the amount of
annuity payments excluded from gross income by the exclusion
ratio does not exceed the investment in the contract as of
the Annuity Commencement Date, then the remaining portion of
unrecovered investment shall be allowed as a deduction for
the last taxable year of the Annuitant.

iii. Generally,non-periodic amounts received or deemed received
after the Annuity Commencement Date are not entitled to any
exclusion ratio and shall be fully includable in gross
income. However, upon a full surrender after such date,
only the excess of the amount received (after any surrender
charge) over the remaining "investment in the contract"
shall be includable in gross income (except to the extent
that the aggregation rule referred to in the next
subparagraph c. may apply).

c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS. Contracts issued
after October 21, 1988 by the same insurer (or affiliated
insurer) to the same Contract Owner within the same calendar year
(other than certain contracts held in connection with a
tax-qualified retirement arrangement) will be treated as one
annuity Contract for the purpose of determining the taxation of
distributions prior to the Annuity Commencement Date. An annuity
contract received in a tax-free exchange for another annuity
contract or life insurance contract may be treated as a new
Contract for this purpose. Hartford believes that for any
annuity subject to such aggregation, the values under the
Contracts and the investment in the contracts will be added
together to determine the taxation under subparagraph 2.a.,
above, of amounts received or deemed received prior to the
Annuity Commencement Date. Withdrawals will first be treated as
withdrawals of income until all of the income from all such
Contracts is withdrawn. As of the date of this Prospectus, there
are no regulations interpreting this provision.

d. 10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
PAYMENTS.

i. If any amount is received or deemed received on the Contract
(before or after the Annuity Commencement Date), the Code
applies a penalty tax equal to ten percent of the portion of
the amount includable in gross income, unless an exception
applies.

ii. The 10% penalty tax will not apply to the following
distributions (exceptions vary based upon the precise plan
involved):

1. Distributions made on or after the date the recipient
has attained the age of 59 1/2.

2. Distributions made on or after the death of the holder
or where the holder is not an individual, the death of
the primary annuitant.

3. Distributions attributable to a recipient's becoming
disabled.

44
<PAGE>

4. A distribution that is part of a scheduled series of
substantially equal periodic payments for the life (or
life expectancy) of the recipient (or the joint lives
or life expectancies of the recipient and the
recipient's Beneficiary).

5. Distributions of amounts which are allocable to the
"investment in the contract" prior to August 14, 1982
(see next subparagraph e.).

e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH
A TAX-FREE EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE
CONTRACTS PURCHASED PRIOR TO AUGUST 14, 1982. If the
Contract was obtained by a tax-free exchange of a life
insurance or annuity Contract purchased prior to August
14, 1982, then any amount received or deemed received
prior to the Annuity Commencement Date shall be deemed
to come (1) first from the amount of the "investment in
the contract" prior to August 14, 1982 ("pre-8/14/82
investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract"
(carried over to, as well as accumulating in, the
successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining
"income on the contract" and (4) last from the
remaining "investment in the contract." As a result,
to the extent that such amount received or deemed
received does not exceed such pre-8/14/82 investment,
such amount is not includable in gross income., In
addition, to the extent that such amount received or
deemed received does not exceed the sum of (a) such
pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not
subject to the 10% penalty tax. In all other respects,
amounts received or deemed received from such
post-exchange Contracts are generally subject to the
rules described in this subparagraph 3.

f. REQUIRED DISTRIBUTIONS

i. Death of Contract Owner or Primary Annuitant

Subject to the alternative election or spouse
beneficiary provisions in ii or iii below:

1. If any Contract Owner dies on or after the
Annuity Commencement Date and before the
entire interest in the Contract has been
distributed, the remaining portion of such
interest shall be distributed at least as
rapidly as under the method of distribution
being used as of the date of such death;

2. If any Contract Owner dies before the Annuity
Commencement Date, the entire interest in the
Contract will be distributed within 5 years
after such death; and

3. If the Contract Owner is not an individual,
then for purposes of 1. or 2. above, the
primary annuitant under the Contract shall be
treated as the Contract Owner, and any change
in the primary annuitant shall be treated as
the death of the Contract Owner. The primary
annuitant is the individual, the events in
the life of whom are of primary importance in
affecting the timing or amount of the payout
under the Contract.

ii. Alternative Election to Satisfy Distribution
Requirements

If any portion of the interest of a Contract
Owner described in i. above is payable to

45
<PAGE>

or for the benefit of a designated beneficiary, such
beneficiary may elect to have the portion distributed
over a period that does not extend beyond the life or
life expectancy of the beneficiary. The election and
payments must begin within a year of the death.

iii. Spouse Beneficiary

If any portion of the interest of a Contract Owner
is payable to or for the benefit of his or her
spouse, and the Annuitant or Contingent Annuitant
is living, such spouse shall be treated as the
Contract Owner of such portion for purposes of
section i. above.

3. DIVERSIFICATION REQUIREMENTS. Section 817 of the Code
provides that a variable annuity contract will not be
treated as an annuity contract for any period during which
the investments made by the separate account or underlying
fund are not adequately diversified in accordance with
regulations prescribed by the Treasury Department. If a
Contract is not treated as an annuity contract, the Contract
Owner will be subject to income tax on the annual increases
in cash value.

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

A separate account must be in compliance with the
diversification standards on the last day of each calendar
quarter or within 30 days after the quarter ends. If an
insurance company inadvertently fails to meet the
diversification requirements, the company may comply within
a reasonable period and avoid the taxation of contract
income on an ongoing basis. However, either the company or
the Contract Owner must agree to pay the tax due for the
period during which the diversification requirements were
not met.

Hartford monitors the diversification of investments in the
separate accounts and tests for diversification as required
by the Code. Hartford intends to administer all contracts
subject to the diversification requirements in a manner that
will maintain adequate diversification.

4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT. In order
for a variable annuity contract to qualify for tax deferral,
assets in the segregated asset accounts supporting the
variable contract must be considered to be owned by the
insurance company and not by the variable contract owner.
The Internal Revenue Service ("IRS") has issued several
rulings which discuss investor control. The IRS has ruled
that certain incidents of ownership by the contract owner,
such as the ability to select and control investments in a
separate account, will cause the contract owner to be
treated as the owner of the assets for tax purposes.

Further, in the explanation to the temporary Section 817
diversification regulations, the Treasury Department noted
that the temporary regulations "do not provide guidance
concerning the circumstances in which investor control of
the investments of a segregated asset account

46
<PAGE>

may cause the investor, rather than the insurance company, to be
treated as the owner of the assets in the account." The
explanation further indicates that "the temporary regulations
provide that in appropriate cases a segregated asset account may
include multiple sub-accounts, but do not specify the extent to
which policyholders may direct their investments to particular
sub-accounts without being treated as the owners of the
underlying assets. Guidance on this and other issues will be
provided in regulations or revenue rulings under Section 817(d),
relating to the definition of variable contract." The final
regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this
prospectus, no other such guidance has been issued. Further,
Hartford does not know if or in what form such guidance will be
issued. In addition, although regulations are generally issued
with prospective effect, it is possible that regulations may be
issued with retroactive effect. Due to the lack of specific
guidance regarding the issue of investor control, there is
necessarily some uncertainty regarding whether a Contract Owner
could be considered the owner of the assets for tax purposes.
Hartford reserves the right to modify the contracts, as
necessary, to prevent Contract Owners from being considered
the owners of the assets in the separate accounts.

D. FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient will be
subject to federal income tax withholding, pursuant to Section 3405 of the Code.
The application of this provision is summarized below:

1. NON-PERIODIC DISTRIBUTIONS. The portion of a non-periodic
distribution which constitutes taxable income will be
subject to federal income tax withholding unless the
recipient elects not to have taxes withheld. If an election
not to have taxes withheld is not provided, 10% of the
taxable distribution will be withheld as federal income tax.
Election forms will be provided at the time distributions
are requested. If the necessary election forms are not
submitted to Hartford, Hartford will automatically withhold
10% of the taxable distribution.

2. PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD
GREATER THAN ONE YEAR). The portion of a periodic
distribution which constitutes taxable income will be
subject to federal income tax withholding as if the
recipient were married claiming three exemptions. A
recipient may elect not to have income taxes withheld or
have income taxes withheld at a different rate by providing
a completed election form. Election forms will be provided
at the time distributions are requested.

E. GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS

The Contract may be used for a number of qualified retirement plans. If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I commencing on page 50 for information relative
to the types of plans for which it may be used and the general explanation of
the tax features of such plans.

F. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal income
tax consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal income tax and withholding on annuity distributions at a 30% rate,
unless a lower treaty rate applies. In addition, purchasers may be subject to
state premium tax,

47
<PAGE>

other state and/or municipal taxes, and taxes that may be imposed by the
purchaser's country of citizenship or residence. Prospective purchasers are
advised to consult with a qualified tax adviser regarding U.S., state, and
foreign taxation with respect to an annuity purchase.

Miscellaneous

What are my voting rights?

Hartford is the legal owner of all Fund shares held in the Separate
Account. As the owner, Hartford has the right to vote at the Funds' shareholder
meetings. However, to the extent required by federal securities laws or
regulations, Hartford will:

1. Vote all Fund shares attributable to a Contract according to
instructions received from the Contract Owner, and

2. Vote shares attributable to a Contract for which no voting
instructions are received in the same proportion as shares for which
instructions are received.

If any federal securities laws or regulations, or their present
interpretation change to permit Hartford to vote Fund shares in its own right,
Hartford may elect to do so.

Hartford will notify you of any Fund shareholders' meeting if the shares
held for your account may be voted at such meetings. Hartford will also send
proxy materials and a form of instruction by means of which you can instruct
Hartford with respect to the voting of the Fund shares held for your account.

In connection with the voting of Fund shares held by it, Hartford will
arrange for the handling and tallying of proxies received from Contract Owners.
Hartford, as such, shall have no right, except as hereinafter provided, to vote
any Fund shares held by it hereunder which may be registered in its name or the
names of its nominees. Hartford will, however, vote the Fund shares held by it
in accordance with the instructions received from the Contract Owners for whose
accounts the Fund shares are held. If a Contract Owner desires to attend any
meeting at which shares held for the Contract Owner's benefit may be voted, the
Contract Owner may request Hartford to furnish a proxy or otherwise arrange for
the exercise of voting rights with respect to the Fund shares held for such
Contract Owner's account. Hartford will vote shares for which no instructions
have been given and shares which are not attributable to Contract Owners (i.e.,
shares owned by Hartford) in the same proportion as it votes shares of that Fund
for which it has received instructions. During the Annuity period under a
Contract the number of votes will decrease as the assets held to fund Annuity
benefits decrease.

Will other Contracts be participating in the Separate Account?

In addition to the Contracts described in this Prospectus, it is
contemplated that other forms of group or individual Variable Annuities may be
sold providing benefits which vary in accordance with the investment experience
of the Separate Account.

How are the Contracts sold?

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. HSD
is a wholly-owned subsidiary of Hartford. The

48
<PAGE>

principal business address of HSD is the same as Hartford.

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

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc. Commissions will be paid by Hartford and will not
be more than 6% of Premium Payments. From time to time, Hartford may pay or
permit other promotional incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a
schedule set forth by HSD and any applicable rules or regulations for
variable insurance compensation. Compensation is generally based on premium
payments made by policyholders or contract owners. This compensation is
usually paid from the sales charges described in this Prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make
compensation arrangements with certain broker-dealers or financial
institutions based on total sales by the broker-dealer or financial
institution of insurance products. These payments, which may be different
for different broker-dealers or financial institutions, will be made by HSD,
its affiliates or Hartford out of their own assets and will not effect the
amounts paid by the policyholders or contract owners to purchase, hold or
surrender variable insurance products.

The securities may also be sold directly to employees of Hartford and
Hartford Fire Insurance Company, the ultimate parent of Hartford, without
compensation to HSD salespersons. The securities will be credited with an
additional 6% of the employee's premium payment by Hartford. This additional
percentage of premium payment in no way affects present or future charges,
rights, benefits or current values of other Contract Owners.

Who is the custodian of the Separate Account's assets?

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

Are there any material legal proceedings affecting the Separate Account?

There are no material legal proceedings pending to which the Separate
Account is a party.

Who has passed on the legal matters affecting the Separate Account?

Counsel with respect to federal laws and regulations applicable to the
issue and sale of the Contracts and with respect to Connecticut law is Lynda
Godkin, Senior Vice President, General Counsel and Corporate Secretary, Hartford
Life Insurance Company, P. O. Box 2999, Hartford, CT 06104-2999.

Are you relying on any experts as to any portion of this Prospectus?

The audited 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 reports with respect thereto, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
The principal business address of Arthur Andersen LLP is One Financial Plaza,
Hartford, Connecticut 06103.

How may I get additional information?

Inquiries will be answered by calling your representative or by writing:

Hartford Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085
Telephone: (800) 862-6668

49
<PAGE>

Appendix I
(Director III)

The Contract provisions for Contracts issued between September 1, 1988 and
May 1, 1990 are the same as the provisions detailed in this Prospectus, except
for the following:

1. PREMIUM PAYMENTS

There is no premium payments below $1,000 for initial payments and $500 for
subsequent payments, except if you are in the InvestEase program the minimum
is $50.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount
withdrawn (not to exceed the aggregate amount of the Premium Payments made)
and equals:

CHARGE LENGTH OF TIME FROM
------ PREMIUM
PAYMENT(NUMBER OF
YEARS)
--------------------
<S> <C>
6% 1
6% 2
6% 3
6% 4
5% 5
4% 6
0% 7 or more
</TABLE>

3. WITHDRAWAL PRIVILEGES

The withdrawal privilege is limited to withdrawals of up to 10% per year of
the Premium Payments after the first Contract Year.

4. FIXED ACCOUNT

Transfers from the Fixed Account into a Sub-Account may be made only during
the 60 day period immediately following the Contract Anniversary. The maximum
amount which may be transferred from the Fixed Account is the greater of 30% of
the Fixed Account balance at the time of transfer or the greatest amount of any
transfer from the Fixed Accounts. There is no renewal interest rate exception.

5. DEATH BENEFIT

The Specified Contract Anniversary for purposes of determining the Death
Benefit is every sixth Contract Anniversary, i.e. the 6th, 12th, 18th, etc.
Contract Anniversaries, except in North Carolina.

6. HARTFORD INTERNATIONAL OPPORTUNITIES FUND AND HARTFORD DIVIDEND AND GROWTH
FUND

These funds may be available for this Contract upon written request.

50
<PAGE>

Appendix II
(Director II)

The Contract provisions for Contracts issued from October 15, 1986 until
approximately September 1, 1988 are the same as the provisions detailed in this
Prospectus, except for the following.

1. PREMIUM PAYMENTS

The minimum subsequent Premium Payment is $2,000, except for New York
Contracts where the minimum subsequent Premium Payment is $1,000, except if
you are in the InvestEase program the minimum is $50.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount
withdrawn (not to exceed the aggregate amount of the Premium Payments made) and
equals:

CHARGE LENGTH OF TIME FROM
------ PREMIUM
PAYMENT(NUMBER OF
YEARS)
--------------------
<S> <C>
5% 1
5% 2
4% 3
3% 4
2% 5
0% 6 or more
</TABLE>

3. DEATH BENEFIT

The specified Contract Anniversary for purposes of determining the Death
Benefit is every fifth year Contract Anniversary, i.e., the 5th, 10th, 15th,
etc. Contract Anniversary.

4. ANNUITY OPTIONS

The following option is available with respect to Qualified Plans only if
the guaranteed period is less than the life expectancy of the Annuitant at the
time the option becomes effective. Such life expectancy shall be computed on the
basis of the mortality table prescribed by the IRS, or if none is prescribed,
the mortality table then in use by Hartford.

Unit Refund Life Annuity (Variable Annuities Only)

This Annuity option is an Annuity payable monthly during the lifetime of
the Annuitant provided that, at the death of the Annuitant, the Beneficiary will
receive an additional payment equal to the excess, if any, of (a) over (b) where
(a) is the total amount applied under the option at the Annuity Commencement
Date divided by the Annuity Unit value at the Annuity Commencement Date and
(b) is the number of Annuity Units represented by each monthly Annuity payment
made times the number of Annuity payments made.

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<PAGE>

The amount of the additional payments will be determined by multiplying
such excess by the Annuity Unit value as of the date that proof of death is
received by Hartford.

5. ANNUITY PAYMENTS

When Annuity payments are to commence, the value of the Contract is
determined as the product of the value of the Accumulation Unit of each
Sub-Account as of the close of business on the fifth business day preceding the
date the first Annuity payment is due and the number of Accumulation Units
credited to each Sub-Account as of the date the Annuity is to commence.

The amount of the first monthly Annuity payment, determined as described
above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account as of the close of business on the fifth business day preceding the
day on which the payment is due in order to determine the number of Annuity
Units represented by the first payment.

The Annuity payments will be made on the first day of each month following
selection. The Annuity Unit value used in calculating the amount of the Annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day not more than the fifth business day preceding the date of the
Annuity payment.

6. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFERS

All reference to the Fixed Account, and certain restrictions as to
transfers do not apply except as to third party designees of the Contract
Owner.

7. HARTFORD INTERNATIONAL OPPORTUNITIES FUND AND HARTFORD DIVIDEND AND GROWTH
FUND

These funds may be available for this Contract upon written request.

52
<PAGE>

Appendix III

INFORMATION REGARDING TAX-QUALIFIED PLANS

The tax rules applicable to tax-qualified contract owners, including
restrictions on contributions and distributions, taxation of distributions
and tax penalties, vary according to the type of plan as well as the terms
and conditions of the plan itself. Various tax penalties may apply to
contributions in excess of applicable limits, distributions prior to age
59 1/2 (subject to certain exceptions), distributions which do not conform to
applicable commencement and minimum distribution rules, and certain other
transactions with respect to tax-qualified plans. Therefore, this summary
does not attempt to provide more than general information about the tax rules
associated with use of a Contract by a tax-qualified retirement plan.
Contract owners, plan participants and beneficiaries are cautioned that the
rights and benefits of any person to benefits may be controlled by the terms
and conditions of the tax-qualified retirement plan itself, regardless of the
terms and conditions of a Contract, but that Hartford is not bound by the
terms and conditions of such plans to the extent such terms conflict with a
Contract, unless Hartford specifically consents to be bound. Additionally,
some tax-qualified retirement plans are subject to distribution and other
requirements which are not incorporated into Hartford's administrative
procedures. Contract owners, participants and beneficiaries are responsible
for determining that contributions, distributions and other transactions
comply with applicable law. Because of the complexity of these rules,
owners, participants and beneficiaries are encouraged to consult their own
tax advisors as to specific tax consequences.

A. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS Provisions of the Code permit
eligible employers to establish tax-qualified pension or profit sharing
plans (described in Section 401(a) and 401(k), if applicable, and exempt
from taxation under Section 501(a) of the Code), and Simplified Employee
Pension Plans (described in Section 408(k)). Such plans are subject to
limitations on the amount that may be contributed, the persons who may be
eligible to participate and the time when distributions must commence.
Employers intending to use these contracts in connection with tax-qualified
pension or profit-sharing plans should seek competent tax and other legal
advice.

B. TAX SHELTERED ANNUITIES UNDER SECTION 403(b) Section 403(b) of the Code
permits public school employees and employees of certain types of
charitable, educational and scientific organizations, as specified in
Section 501(c)(3) of the Code, to purchase annuity contracts, and, subject
to certain limitations, to exclude such contributions from gross income.
Generally, such contributions may not exceed the lesser of $10,000
(indexed) or 20% of an employee's "includable compensation" for such
employee's most recent full year of employment, subject to other
adjustments. Special provisions under the Code may allow some employees
to elect a different overall limitation.

Tax-sheltered annuity programs under Section 403(b) are subject to a
PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO
CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT, unless such
distribution is made:

53
<PAGE>

(1) after the participating employee attains age 59 1/2;
(2) upon separation from service;
(3) upon death or disability; or
(4) in the case of hardship (and in the case of hardship, any income
attributable to such contributions may not be distributed).

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

C. DEFERRED COMPENSATION PLANS UNDER SECTION 457 Employees and independent
contractors performing services for eligible employers may have
contributions made to an Eligible Deferred Compensation Plan of their
employer in accordance with the employer's plan and Section 457 of the
Code. Section 457 places limitations on contributions to Eligible
Deferred Compensation Plans maintained by a State or other tax-exempt
organization. For these purposes, the term "State" means a State, a
political sub-division of a State, and an agency or instrumentality of a
State or political sub-division of a State. Generally, the limitation
is 33 1/3% of includable compensation (typically 25% of gross
compensation) or, for 1998, $8,000 (indexed), whichever is less. Such a
plan may also provide for additional "catch-up" deferrals during the
three taxable years ending before a Participant attains normal retirement
age.

An employee electing to participate in an Eligible Deferred Compensation
Plan should understand that his or her rights and benefits are governed
strictly by the terms of the plan and that the employer is the legal owner
of any contract issued with respect to the plan. The employer, as owner of
the contract(s), retains all voting and redemption rights which may accrue
to the contract(s) issued with respect to the plan. The participating
employee should look to the terms of his or her plan for any charges in
regard to participating therein other than those disclosed in this
Prospectus. Participants should also be aware that effective August 20,
1996, the Small Business Job Protection Act of 1996 requires that all
assets and income of an Eligible Deferred Compensation Plan established by
a governmental employer which is a State, a political subdivision of a
State, or any agency or instrumentality of a State or political
subdivision of a State, must be held in trust (or under certain specified
annuity contracts or custodial accounts) for the exclusive benefit of
participants and their beneficiaries. Special transition rules apply to
such Eligible governmental Deferred Compensation Plans already in
existence on August 20, 1996, and provide that such plans need not
establish a trust before January 1, 1999. However, this requirement of a
trust does not apply to amounts under an Eligible Deferred Compensation
Plan of a tax-exempt (non-governmental) organization, and such amounts
will be subject to the claims of such tax-exempt employer's general
creditors.

In general, distributions from an Eligible Deferred Compensation Plan are
prohibited under Section 457 of the Code unless made after the
participating employee attains age 70 1/2, separates from service, dies,
or suffers an unforeseeable financial emergency. Present federal tax law
does not allow tax-free transfers or rollovers for amounts accumulated in
a

54
<PAGE>

Section 457 plan except for transfers to other Section 457 plans in limited
cases.

D. INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408 Section 408 of the
Code permits eligible individuals to establish individual retirement
programs through the purchase of Individual Retirement Annuities ("IRAs").
IRAs are subject to limitations on the amount that may be contributed, the
contributions that may be deducted from taxable income, the persons who
may be eligible and the time when distributions may commence. Also,
distributions from certain qualified plans may be "rolled-over" on a
tax-deferred basis into an IRA.

The Contracts may be offered as SIMPLE IRAs in connection with a SIMPLE
IRA plan of an employer. Special rollover rules apply to SIMPLE IRAs.
Amounts can be rolled over from one SIMPLE IRA to another SIMPLE IRA.
However, amounts can be rolled over from a SIMPLE IRA to a regular IRA
only after two years have expired since the participant first commenced
participation in your employer's SIMPLE IRA plan. Amounts cannot be
rolled over to a SIMPLE IRA from a qualified plan or a regular IRA.
Hartford is a non-designated financial institution.

Beginning in 1998, the Contracts may be offered as ROTH IRAs under
Section 408A of the Code. Contributions to a ROTH IRA are not
deductible. Subject to special limitations, a regular IRA may be
converted into a ROTH IRA or a distribution from a regular IRA may be
rolled over to a ROTH IRA. However, a conversion or a rollover from a
regular IRA to a ROTH IRA is not excludable from gross income. If
certain conditions are met, qualified distributions from a ROTH IRA
are tax-free.

E. FEDERAL TAX PENALTIES AND WITHHOLDING Distributions from retirement plans
are generally taxed under Section 72 of the Code. Under these rules, a
portion of each distribution may be excludable from income. The excludable
amount is the portion of the distribution which bears the same ratio as the
after-tax contributions bear to the expected return.

1. PREMATURE DISTRIBUTION Distributions from a tax-qualified plan
before the Participant attains age 59 1/2 are generally subject to
an additional penalty tax equal to 10% of the taxable portion of
the distribution. The 10% penalty does not apply to distributions
made after the employee's death, on account of disability, for
eligible medical expenses and distributions in the form of a life
annuity and, except in the case of an IRA, certain distributions
after separation from service after age 55. For these purposes, a
life annuity means a scheduled series of substantially equal
periodic payments for the life or life expectancy of the
Participant (or the joint lives or life expectancies of the
Participant and Beneficiary).

In addition, effective for distributions made from an IRA after
December 31, 1997, there is no such penalty tax on distributions that
do not exceed the amount of certain qualifying higher education
expenses, as defined by Section 72(t)(7) of the Code, or which are
qualified first-time home buyer distributions meeting the
requirements of Section 72(t)(8) of the Code.

55
<PAGE>

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

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

An individual's interest in a tax-qualified retirement plan
generally must be distributed, or begin to be distributed, not
later than April 1 of the calendar year following the later of (i)
the calendar year in which the individual attains age 70 1/2 or
(ii) the calendar year in which the individual retires from service
with the employer sponsoring the plan ("required beginning date").
However, the required beginning date for an individual who is a
five (5) percent owner (as defined in the Code), or who is the
owner of an IRA, is April 1 of the calendar year following the
calendar year in which the individual attains age 70 1/2. The
entire interest of the Participant must be distributed beginning no
later than the required beginning date over a period which may not
extend beyond a maximum of the life expectancy of the Participant
and a designated Beneficiary. Each annual distribution must equal
or exceed a "minimum distribution amount" which is determined by
dividing the account balance by the applicable life expectancy.
This account balance is generally based upon the account value as
of the close of business on the last day of the previous calendar
year. In addition, minimum distribution incidental benefit rules
may require a larger annual distribution.

If an individual dies before reaching his or her required beginning
date, the individual's entire interest must generally be
distributed within five years of the individual's death. However,
this rule will be deemed satisfied, if distributions begin before
the close of the calendar year following the individual's death to
a designated Beneficiary (or over a period not extending beyond the
life expectancy of the beneficiary). If the Beneficiary is the
individual's surviving spouse, distributions may be delayed until
the individual would have attained age 70 1/2.

If an individual dies after reaching his or her required beginning
date or after distributions have commenced, the individual's
interest must generally be distributed at least as rapidly as under
the method of distribution in effect at the time of the
individual's death.

3. Withholding In general, distributions from IRAs and plans
described in Section 457 of the Code are subject to regular wage
withholding rules. Periodic distributions from other tax-qualified
retirement plans that are made for a specified period of 10 or more
years or for the life or life expectancy of the participant (or the
joint lives or life expectancies of the participant and
beneficiary) are generally subject to federal income

56
<PAGE>

tax withholding as if the recipient were married claiming three
exemptions. The recipient of periodic distributions may generally
elect not to have withholding apply or to have income taxes withheld
at a different rate by providing a completed election form.

Other distributions from such other tax-qualified retirement
plans are generally subject to mandatory income tax withholding
at the flat rate of 20% unless such distributions are:

a) the non-taxable portion of the distribution;
b) required minimum distributions; or
c) direct transfer distributions.

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

57
<PAGE>

TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION

SECTION PAGE
Description of Hartford Life Insurance Company
Safekeeping of Assets
Independent Public Accountants
Distribution of Contracts
Calculation of Yield and Return
Performance Comparisons
Financial Statements

58
<PAGE>

This form must be completed for all tax sheltered annuities.

SECTION 403(B)(11) ACKNOWLEDGMENT FORM

The Hartford variable annuity Contract which you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:

a. attained age 59 1/2,
b. separated from service,
c. died, or
d. become disabled.

Distributions of post December 31, 1988 contributions (excluding any income
thereon) may also be made if you have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made prior to age 59 1/2
because of financial hardship or separation from service.

Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the Hartford variable annuity. Please refer to your
Plan.

Please complete the following and return to:

Hartford Life Insurance Company
Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

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

Name of Contract Owner/Participant
Address
City or Plan/School District
Date:
Contract No:
Signature:

59
<PAGE>

To Obtain a Statement of Additional Information, please complete the form below
and mail to:

Hartford Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, CT 06102-5085

Please send a Statement of Additional Information for The Director to me at the
following address:

- ----------------------------------
Name

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

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

60
<PAGE>

-1-

PART B

<PAGE>

-2-

PART B
STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO
THE DIRECTOR VARIABLE ANNUITY

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

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

Date of Prospectus: May 1, 1998

Date of Statement of Additional Information: May 1, 1998

33-6952

<PAGE>

-3-

TABLE OF CONTENTS

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

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

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

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

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

CONTRACTS ISSUED FROM OCTOBER 15, 1986 UNTIL APPROXIMATELY
SEPTEMBER 1, 1988..................................................

CONTRACTS ISSUED BETWEEN SEPTEMBER 1, 1988 AND MAY 1, 1990
AND IN CERTAIN STATES WHERE THE CONTRACT DESCRIBED IN THIS
PROSPECTUS HAS NOT BEEN APPROVED (DIRECTOR III)....................

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

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

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

<PAGE>

-4-

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company ("Hartford") is a stock life insurance
company engaged in the business of writing life insurance, both individual
and group, in all states of the United States and the District of Columbia.
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 ultimately controlled by The
Hartford Financial Services Group, Inc., one of the largest financial service
providers in the United States.

HARTFORD RATINGS

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
RATING AGENCY EFFECTIVE RATING BASIS OF RATING
DATE OF RATING
<S> <C> <C> <C>
- ----------------------------------------------------------------------------------------------------------
A.M. Best and Company, Inc. 9/9/97 A+ Financial soundness and operating performance.
- ----------------------------------------------------------------------------------------------------------
Standard & Poor's 1/23/98 AA Claims paying ability
- ----------------------------------------------------------------------------------------------------------
Duff & Phelps 1/23/98 AA+ Claims paying ability
- ----------------------------------------------------------------------------------------------------------

</TABLE>

SAFEKEEPING OF ASSETS

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

INDEPENDENT PUBLIC ACCOUNTANTS

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

DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account
and will offer the Contracts on a continous basis. HSD is a wholly-owned
subsidiary of Hartford. The principal business address of HSD is the same as
Hartford.

<PAGE>

-5-

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

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

Commissions will be paid by Hartford and will not be more than 6% of premium
payments from time to time, Hartford may pay or permit other promotion
incentives in cash or credit or other compensation.

CONTRACTS ISSUED FROM OCTOBER 15, 1986 UNTIL APPROXIMATELY SEPTEMBER 1, 1988

DIRECTOR II

(Hartford Life Insurance Company Only)

The Contract provisions for Contracts issued prior to September 1, 1988, are the
same as the provisions detailed in the Prospectus, except for the following.

1. PREMIUM PAYMENTS

The minimum subsequent Premium Payment is $2,000, except for New York
Contracts where the minimum subsequent Premium Payment is $1,000,
except if you are in the InvestEase program the minimum is $50.
2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount
withdrawn (not to exceed the aggregate amount of the Premium Payments
made) and equals:

<TABLE>
<CAPTION>
CHARGE LENGTH OF TIME FROM PREMIUM PAYMENT
------ -----------------------------------
<S> <C>
(Number of Years)

5% 1
5% 2
4% 3
3% 4
2% 5
0% 6 or more

</TABLE>

<PAGE>

-6-

3. DEATH BENEFIT

If upon death prior to the Annuity Commencement Date, the Annuitant or
Contract Owner, as applicable, had not attained his 85th birthday, the
Beneficiary will receive the greater of (a) the Contract Value
determined as of the day written proof of death of such person is
received by Hartford, or (b) 100% of the total Premium Payments made
to such Contract, reduced by any prior surrenders.

4. COMMISSIONS

It is anticipated that gross Commissions paid on the sale of the
Contracts will not exceed 5.50% of all Premium Payments.

5. ANNUITY OPTIONS

The following option is available with respect to Qualified Plans only
if the guaranteed period is less than the life expectancy of the
Annuitant at the time the option becomes effective. Such life
expectancy shall be computed on the basis of the mortality table
prescribed by the IRS, or if none is prescribed, the mortality table
then in use by Hartford.

Unit Refund Life Annuity (Variable Annuities Only)

total amount applied under the option
at the Annuity Commencement Date
------------------------------------------------------
(a) = Annuity Unit value at the Annuity Commencement Date

(b) = number of Annuity Units represented x number of monthly
by each monthly Annuity payment made Annuity payments made

The amount of the additional payments will be determined by
multiplying such excess by the Annuity Unit value as of the date that
proof of death is received by Hartford.

For example, under a Non-Qualified Contract, if $20,000 were applied
to the purchase of an Annuity under this option, the value of an
Annuity Unit was $1.25 on the Annuity Commencement Date, the number of
Annuity Units represented by each monthly payment was 126.080 (the
number applicable to a male electing this option to commence at age
75), 60 monthly Annuity payments were made prior to the date of death,
and the value of an Annuity Unit on the date of receipt of proof of an
Annuitant's death was $1.50, the amount paid to the Beneficiary would
be $12,652.80, computed as follows:

<PAGE>

-7-

$20,000
------- - (126.080 x 60) = $8,435.80
$1.25
or

$16,000 - $7,564.80 = $8,435.20
$8,435.20 x $1.50 = $12,652.80

6. ANNUITY PAYMENTS

When Annuity payments are to commence, the value of the Contract is
determined as the product of the value of the Accumulation Unit of
each Sub-Account as of the close of business on the fifth business day
preceding the date the first Annuity payment is due and the number of
Accumulation Units credited to each Sub-Account as of the date the
Annuity is to commence.

The amount of the first monthly Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the
appropriate Sub-Account as of the close of business on the fifth
business day preceding the day on which the payment is due in order to
determine the number of Annuity Units represented by the first
payment.

The Annuity payments will be made on the first day of each month
following selection. The Annuity Unit value used in calculating the
amount of the Annuity payments will be based on an Annuity Unit value
determined as of the close of business on a day not more than the
fifth business day preceding the date of the Annuity payment.

7. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFERS

All reference to the Fixed Account, and certain restrictions as to
transfers do not apply, except as to third party designees of the
Contract Owner.

<PAGE>

-8-

CONTRACTS ISSUED BETWEEN SEPTEMBER 1, 1988 AND
MAY 1, 1990 AND IN CERTAIN STATES WHERE THE CONTRACT
DESCRIBED IN THIS PROSPECTUS HAS NOT BEEN APPROVED (DIRECTOR III)

(Hartford Life Insurance Company Only)

The Contract provisions for Contracts issued between September 1, 1988 and May
1, 1990 are the same as the provisions detailed in this Prospectus, except for
the following:

1. PREMIUM PAYMENTS

There is no premium payments below $1,000 for initial payments and $500 for
subsequent payments, except if you are in the InvestEase program the
minimum is $50.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount
withdrawn (not to exceed the aggregate amount of the Premium Payments made)
and equals:

Charge Length of Time from Premium Payment
------ -----------------------------------
<S> <C>
(Number of Years)

6% 1
6% 2
6% 3
6% 4
5% 5
4% 6
0% 7 or more

</TABLE>

3. WITHDRAWAL PRIVILEGES

The withdrawal privilege is limited to withdrawals of up to 10% per year of
the Premium Payments after the first Contract Year.

4. FIXED ACCOUNT

Transfers from the Fixed Account into a Sub-Account may be made only during
the 60 day period immediately following the Contract Anniversary. The
maximum amount which may be transferred from the Fixed Account is the
greater of 30% of the Fixed Account balance at the time of transfer or the
greatest amount of any transfer from the Fixed Accounts. There is no
renewal interest rate exception.

<PAGE>

-9-
5. DEATH BENEFIT

The Specified Contract Anniversary for purposes of determining the Death
Benefit is every sixth Contract Anniversary, except in North Carolina, i.e.
the 6th, 12th, 18th, etc. Contract Anniversaries.

6. HARTFORD INTERNATIONAL OPPORTUNITIES FUND

This fund may be available for this Contract upon written request.

CALCULATION OF YIELD AND RETURN

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

The Money Market Fund Sub-Account's yield and effective yield will vary in
response to fluctuations in interest rates and in the expenses of the
Sub-Account.

The current yield and effective yield reflect recurring charges on the Separate
Account level, including the maximum annual policy fee.

YIELDS OF THE BOND FUND AND THE MORTGAGE SECURITIES FUND SUB-ACCOUNTS. As
summarized in the Prospectus under the heading "Performance Related
Information," yields of these two Sub-Accounts will be computed by annualizing a
recent month's net investment income, divided by a Fund share's net asset value
on the last trading day of that month. Net changes in the value of a
hypothetical account will assume the change in the underlying mutual fund's "net
asset value per share" for the same period in addition to the daily expense
charge assessed, at the sub-account level for the respective period. The Bond
Fund and Mortgage Securities Fund Sub-Accounts' yields will vary from time to
time depending upon market conditions and, the composition of the underlying
funds' portfolios. Yield should also be considered relative to changes in the
value of

<PAGE>

-10-

the Sub-Accounts' shares and to the relative risks associated with the
investment objectives and policies of the Bond Fund and Hartford Mortgage
Securities Fund.

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

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

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

CALCULATION OF TOTAL RETURN. As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Sub-Account over the period covered. The formula
for total return used herein includes three steps: (1) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
multiplying the total number of units owned at the end of the period by the unit
value per unit on the last trading day of the period; (2) assuming redemption at
the end of the period and deducting any applicable contingent deferred sales
charge and (3) dividing this account value for the hypothetical investor by the
initial $1,000 investment and annualizing the result for periods of less than
one year. Total return will be calculated for one year, five years and ten
years or some other relevant periods if a Sub-Account has not been in existence
for at least ten years.

PERFORMANCE COMPARISONS

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

The total return and yield may also be used to compare the performance of the
Sub-Accounts against certain widely acknowledged outside standards or indices
for stock and bond market performance. The Standard & Poor's Composite Index of
500 Stocks (the "S&P 500") is a

<PAGE>

-11-

market value-weighted and unmanaged index showing the changes in the
aggregate market value of 500 stocks relative to the base period 1941-43.
The S&P 500 is composed almost entirely of common stocks of companies listed
on the New York Stock Exchange, although the common stocks of a few companies
listed on the American Stock Exchange or traded over-the-counter are
included. The 500 companies represented include 400 industrial, 60
transportation and 40 financial services concerns. The S&P 500 represents
about 80% of the market value of all issues traded on the New York Stock
Exchange.

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

The Morgan Stanley Capital International EAFE Index (the "EAFE Index") is an
unmanaged index, which includes over 1,000 companies representing the stock
markets of Europe, Australia, New Zealand, and the Far East. The EAFE Index is
weighted by market capitalization, and therefore, it has a heavy representation
in countries with large stock markets, such as Japan.

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

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

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

<PAGE>

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

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company
Separate Account Two and to the
Owners of Units of Interest Therein:

We have audited the accompanying statement of assets and liabilities of Hartford
Life Insurance Company Separate Account Two (the Account) as of December 31,
1997, and the related statement of operations for the year then ended and
statements of changes in net assets for each of the two years in the period then
ended. These financial statements are the responsibility of the Account's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hartford Life Insurance Company
Separate Account Two as of December 31, 1997, the results of its operations for
the year then ended and the changes in its net assets for each of the two years
in the period then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 16, 1998
<PAGE>
This page intentionally left blank.
<PAGE>

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

SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES
DECEMBER 31, 1997

<TABLE>
<CAPTION>
MONEY
BOND FUND STOCK FUND MARKET FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ -------------- ------------
<S> <C> <C> <C>
ASSETS:
Investments:
Hartford Bond Fund, Inc.
Shares 233,750,856
Cost $ 239,212,290
Market Value....................................... $245,380,897 -- --
Hartford Stock Fund, Inc.
Shares 342,491,362
Cost $1,100,714,577
Market Value....................................... -- $1,754,695,243 --
HVA Money Market Fund, Inc.
Shares 267,032,906
Cost $ 267,032,906
Market Value....................................... -- -- $267,032,906
Hartford Advisers Fund, Inc.
Shares 1,464,839,883
Cost $2,548,538,776
Market Value....................................... -- -- --
Hartford Capital Appreciation Fund, Inc.
Shares 393,201,702
Cost $1,191,518,665
Market Value....................................... -- -- --
Hartford Mortgage Securities Fund, Inc.
Shares 176,335,636
Cost $ 190,215,927
Market Value....................................... -- -- --
Hartford Index Fund, Inc.
Shares 142,876,568
Cost $ 270,370,922
Market Value....................................... -- -- --
Hartford International Opportunities Fund, Inc.
Shares 303,637,818
Cost $ 352,424,043
Market Value....................................... -- -- --
Hartford Dividend and Growth Fund, Inc.
Shares 342,782,937
Cost $ 502,839,651
Market Value....................................... -- -- --
Due from Hartford Life Insurance Company............. 509,273 3,595 34,153,395
Receivable from fund shares sold..................... 239 13,285,824 4
------------ -------------- ------------
Total Assets......................................... 245,890,409 1,767,984,662 301,186,305
------------ -------------- ------------
LIABILITIES:
Due to Hartford Life Insurance Company............... 240 13,285,750 74
Payable for fund shares purchased.................... 509,402 3,595 34,148,202
------------ -------------- ------------
Total Liabilities.................................... 509,642 13,289,345 34,148,276
------------ -------------- ------------
Net Assets (variable annuity contract liabilities)... $245,380,767 $1,754,695,317 $267,038,029
------------ -------------- ------------
------------ -------------- ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
CAPITAL MORTGAGE
ADVISERS FUND APPRECIATION FUND SECURITIES FUND INDEX FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
-------------- ----------------- --------------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Investments:
Hartford Bond Fund, Inc.
Shares 233,750,856
Cost $ 239,212,290
Market Value....................................... -- -- -- --
Hartford Stock Fund, Inc.
Shares 342,491,362
Cost $1,100,714,577
Market Value....................................... -- -- -- --
HVA Money Market Fund, Inc.
Shares 267,032,906
Cost $ 267,032,906
Market Value....................................... -- -- -- --
Hartford Advisers Fund, Inc.
Shares 1,464,839,883
Cost $2,548,538,776
Market Value....................................... $3,701,278,316 -- -- --
Hartford Capital Appreciation Fund, Inc.
Shares 393,201,702
Cost $1,191,518,665
Market Value....................................... -- $1,733,908,230 -- --
Hartford Mortgage Securities Fund, Inc.
Shares 176,335,636
Cost $ 190,215,927
Market Value....................................... -- -- $191,109,211 --
Hartford Index Fund, Inc.
Shares 142,876,568
Cost $ 270,370,922
Market Value....................................... -- -- -- $411,157,188
Hartford International Opportunities Fund, Inc.
Shares 303,637,818
Cost $ 352,424,043
Market Value....................................... -- -- -- --
Hartford Dividend and Growth Fund, Inc.
Shares 342,782,937
Cost $ 502,839,651
Market Value....................................... -- -- -- --
Due from Hartford Life Insurance Company............. 452,648 7,173 99,310 --
Receivable from fund shares sold..................... 549 13,688,014 142,887 6,849,126
-------------- ----------------- --------------- ------------
Total Assets......................................... 3,701,731,513 1,747,603,417 191,351,408 418,006,314
-------------- ----------------- --------------- ------------
LIABILITIES:
Due to Hartford Life Insurance Company............... 434 13,688,077 144,327 6,850,498
Payable for fund shares purchased.................... 459,485 7,172 93,430 --
-------------- ----------------- --------------- ------------
Total Liabilities.................................... 459,919 13,695,249 237,757 6,850,498
-------------- ----------------- --------------- ------------
Net Assets (variable annuity contract liabilities)... $3,701,271,594 $1,733,908,168 $191,113,651 $411,155,816
-------------- ----------------- --------------- ------------
-------------- ----------------- --------------- ------------

<CAPTION>
INTERNATIONAL DIVIDEND AND
OPPORTUNITIES FUND GROWTH FUND
SUB-ACCOUNT SUB-ACCOUNT
------------------ -------------
<S> <C> <C>
ASSETS:
Investments:
Hartford Bond Fund, Inc.
Shares 233,750,856
Cost $ 239,212,290
Market Value....................................... -- --
Hartford Stock Fund, Inc.
Shares 342,491,362
Cost $1,100,714,577
Market Value....................................... -- --
HVA Money Market Fund, Inc.
Shares 267,032,906
Cost $ 267,032,906
Market Value....................................... -- --
Hartford Advisers Fund, Inc.
Shares 1,464,839,883
Cost $2,548,538,776
Market Value....................................... -- --
Hartford Capital Appreciation Fund, Inc.
Shares 393,201,702
Cost $1,191,518,665
Market Value....................................... -- --
Hartford Mortgage Securities Fund, Inc.
Shares 176,335,636
Cost $ 190,215,927
Market Value....................................... -- --
Hartford Index Fund, Inc.
Shares 142,876,568
Cost $ 270,370,922
Market Value....................................... -- --
Hartford International Opportunities Fund, Inc.
Shares 303,637,818
Cost $ 352,424,043
Market Value....................................... $393,046,097 --
Hartford Dividend and Growth Fund, Inc.
Shares 342,782,937
Cost $ 502,839,651
Market Value....................................... -- $ 669,224,723
Due from Hartford Life Insurance Company............. 3,770 1,032,701
Receivable from fund shares sold..................... 108,721 182
------------------ -------------
Total Assets......................................... 393,158,588 670,257,606
------------------ -------------
LIABILITIES:
Due to Hartford Life Insurance Company............... 109,361 147
Payable for fund shares purchased.................... 3,769 1,033,593
------------------ -------------
Total Liabilities.................................... 113,130 1,033,740
------------------ -------------
Net Assets (variable annuity contract liabilities)... $393,045,458 $ 669,223,866
------------------ -------------
------------------ -------------
</TABLE>

<PAGE>
SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1997

<TABLE>
<CAPTION>
INTERNATIONAL SMALL
ADVISERS FUND COMPANY FUND
SUB-ACCOUNT SUB-ACCOUNT
------------- ------------
<S> <C> <C>
ASSETS:
Investments:
Hartford International Advisers Fund, Inc.
Shares 48,879,214
Cost $56,417,985
Market Value....................................... $57,422,859 --
Hartford Small Company Fund, Inc.
Shares 59,385,385
Cost $69,986,701
Market Value....................................... -- $71,393,763
Hartford MidCap Fund, Inc.
Shares 8,067,718
Cost $ 8,836,979
Market Value....................................... -- --
Smith Barney Cash Portfolio
Shares 507,910
Cost $ 507,910
Market Value....................................... -- --
Smith Barney Appreciation Fund
Shares 12,256
Cost $ 87,371
Market Value....................................... -- --
Smith Barney Government Portfolio
Shares 37,076
Cost $ 37,076
Market Value....................................... -- --
BB&T Growth & Income Fund
Shares 545,238
Cost $ 6,067,937
Market Value....................................... -- --
AmSouth Equity Income Fund
Shares 233,814
Cost $ 2,359,717
Market Value....................................... -- --
Dividend Receivable.................................. -- --
Due from Hartford Life Insurance Company............. 25,458 175,566
Receivable from fund shares sold..................... 9 16
------------- ------------
Total Assets......................................... 57,448,326 71,569,345
------------- ------------
LIABILITIES:
Due to Hartford Life Insurance Company............... 8 19
Payable for fund shares purchased.................... 25,945 175,691
------------- ------------
Total Liabilities.................................... 25,953 175,710
------------- ------------
Net Assets (variable annuity contract liabilities)... $57,422,373 $71,393,635
------------- ------------
------------- ------------
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
SMITH BARNEY
SMITH BARNEY SMITH BARNEY GOVERNMENT
MIDCAP FUND CASH PORTFOLIO APPRECIATION FUND PORTFOLIO
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ------------------- ----------------- --------------
<S> <C> <C> <C> <C>
ASSETS:
Investments:
Hartford International Advisers Fund, Inc.
Shares 48,879,214
Cost $56,417,985
Market Value....................................... -- -- -- --
Hartford Small Company Fund, Inc.
Shares 59,385,385
Cost $69,986,701
Market Value....................................... -- -- -- --
Hartford MidCap Fund, Inc.
Shares 8,067,718
Cost $ 8,836,979
Market Value....................................... $9,173,875 -- -- --
Smith Barney Cash Portfolio
Shares 507,910
Cost $ 507,910
Market Value....................................... -- $507,912 -- --
Smith Barney Appreciation Fund
Shares 12,256
Cost $ 87,371
Market Value....................................... -- -- $170,562 --
Smith Barney Government Portfolio
Shares 37,076
Cost $ 37,076
Market Value....................................... -- -- -- $37,076
BB&T Growth & Income Fund
Shares 545,238
Cost $ 6,067,937
Market Value....................................... -- -- -- --
AmSouth Equity Income Fund
Shares 233,814
Cost $ 2,359,717
Market Value....................................... -- -- -- --
Dividend Receivable.................................. -- 1,205 -- 96
Due from Hartford Life Insurance Company............. 48,940 26,690 -- --
Receivable from fund shares sold..................... 1 162 120 24
----------- -------- -------- -------
Total Assets......................................... 9,222,816 535,969 170,682 37,196
----------- -------- -------- -------
LIABILITIES:
Due to Hartford Life Insurance Company............... 1 200 109 32
Payable for fund shares purchased.................... 48,925 26,757 -- --
----------- -------- -------- -------
Total Liabilities.................................... 48,926 26,957 109 32
----------- -------- -------- -------
Net Assets (variable annuity contract liabilities)... $9,173,890 $509,012 $170,573 $37,164
----------- -------- -------- -------
----------- -------- -------- -------

<CAPTION>
BB&T AMSOUTH
GROWTH AND EQUITY
INCOME FUND INCOME FUND
SUB-ACCOUNT SUB-ACCOUNT
----------- -------------
<S> <C> <C>
ASSETS:
Investments:
Hartford International Advisers Fund, Inc.
Shares 48,879,214
Cost $56,417,985
Market Value....................................... -- --
Hartford Small Company Fund, Inc.
Shares 59,385,385
Cost $69,986,701
Market Value....................................... -- --
Hartford MidCap Fund, Inc.
Shares 8,067,718
Cost $ 8,836,979
Market Value....................................... -- --
Smith Barney Cash Portfolio
Shares 507,910
Cost $ 507,910
Market Value....................................... -- --
Smith Barney Appreciation Fund
Shares 12,256
Cost $ 87,371
Market Value....................................... -- --
Smith Barney Government Portfolio
Shares 37,076
Cost $ 37,076
Market Value....................................... -- --
BB&T Growth & Income Fund
Shares 545,238
Cost $ 6,067,937
Market Value....................................... $6,477,421 --
AmSouth Equity Income Fund
Shares 233,814
Cost $ 2,359,717
Market Value....................................... -- $2,391,912
Dividend Receivable.................................. -- --
Due from Hartford Life Insurance Company............. 11,400 6,464
Receivable from fund shares sold..................... -- --
----------- -------------
Total Assets......................................... 6,488,821 2,398,376
----------- -------------
LIABILITIES:
Due to Hartford Life Insurance Company............... -- --
Payable for fund shares purchased.................... 11,401 6,460
----------- -------------
Total Liabilities.................................... 11,401 6,460
----------- -------------
Net Assets (variable annuity contract liabilities)... $6,477,420 $2,391,916
----------- -------------
----------- -------------
</TABLE>
<PAGE>

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

SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1997

<TABLE>
<CAPTION>
UNITS
OWNED BY UNIT CONTRACT
PARTICIPANTS PRICE LIABILITY
------------- --------- --------------
DEFERRED ANNUITY CONTRACTS IN THE ACCUMULATION
PERIOD:
<S> <C> <C> <C>
INDIVIDUAL SUB-ACCOUNTS:
Bond Fund Qualified 1.00%....................... 276,322 $ 4.084713 $ 1,128,696
Bond Fund Non-Qualified 1.00%................... 1,879,248 4.022607 7,559,476
Bond Fund 1.25%................................. 111,586,155 2.113753 235,865,570
Bond Fund .25%.................................. 57,428 1.421542 81,636
Stock Fund Qualified 1.00%...................... 848,097 8.882260 7,533,018
Stock Fund Non-Qualified 1.00%.................. 3,172,838 8.493415 26,948,230
Stock Fund 1.25%................................ 372,753,860 4.601624 1,715,273,108
Stock Fund .25%................................. 1,113,935 2.442242 2,720,499
Money Market Fund Qualified 1.00%............... 979,465 2.570693 2,517,904
Money Market Fund Non-Qualified 1.00%........... 12,009,970 2.571915 30,888,622
Money Market Fund 1.25%......................... 140,796,551 1.650311 232,358,097
Money Market Fund .25%.......................... 412,812 1.237665 510,923
Advisers Fund Qualified 1.00%................... 3,353,386 5.351192 17,944,612
Advisers Fund Non-Qualified 1.00%............... 11,223,033 5.351192 60,056,604
Advisers Fund 1.25%............................. 1,012,471,703 3.572368 3,616,921,513
Advisers Fund .25%.............................. 1,064,392 2.012508 2,142,097
Capital Appreciation Fund Qualified 1.00%....... 858,728 8.154392 7,002,405
Capital Appreciation Fund Non-Qualified 1.00%... 2,279,033 8.150600 18,575,486
Capital Appreciation Fund 1.25%................. 351,188,619 4.845288 1,701,610,001
Capital Appreciation Fund .25%.................. 2,365,382 2.354942 5,570,337
Mortgage Securities Fund Qualified 1.00%........ 694,613 2.692454 1,870,214
Mortgage Securities Fund Non-Qualified 1.00%.... 6,914,379 2.692454 18,616,647
Mortgage Securities Fund 1.25%.................. 81,142,537 2.097829 170,223,167
Mortgage Securities Fund .25%................... 15,250 1.370090 20,891
Index Fund 1.00%................................ 102,566 1.472201 150,998
Index Fund Non-Qualified 1.00%.................. 557,157 1.472201 820,247
Index Fund 1.25%................................ 109,836,846 3.726058 409,258,459
Index Fund .25%................................. 216,268 2.411839 521,604
International Opportunities Fund Qualified
1.00%.......................................... 314,039 1.496781 470,048
International Opportunities Fund Non-Qualified
1.00%.......................................... 1,518,024 1.496728 2,272,069
International Opportunities Fund 1.25%.......... 264,642,015 1.468965 388,749,858
International Opportunities Fund .25%........... 733,875 1.660294 1,218,449
Dividend and Growth Fund Qualified 1.00%........ 390,646 2.169750 847,604
Dividend and Growth Fund Non-Qualified 1.00%.... 1,710,116 2.169750 3,710,524
Dividend and Growth Fund 1.25%.................. 308,682,099 2.149172 663,410,924
Dividend and Growth Fund .25%................... 268,881 2.232593 600,302
International Advisers Fund Sub-Account 1.00%... 37,492 1.328248 49,796
International Advisers Fund Non-Qualified
1.00%.......................................... 223,145 1.328248 296,392
International Advisers Fund 1.25%............... 43,216,995 1.318862 56,997,252
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>

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

<TABLE>
<CAPTION>
UNITS
OWNED BY UNIT CONTRACT
PARTICIPANTS PRICE LIABILITY
------------- --------- --------------
INDIVIDUAL SUB-ACCOUNTS -- (CONTINUED)
<S> <C> <C> <C>
International Advisers Fund .25%................ 39,807 $ 1.356789 $ 54,010
Hartford Small Company 1.00%.................... 99,533 1.250966 124,512
Hartford Small Company Non-Qualified 1.00%...... 377,483 1.250966 472,218
Hartford Small Company 1.25%.................... 56,706,183 1.246631 70,691,687
Hartford Small Company .25%..................... 48,170 1.264068 60,890
MidCap Fund Sub-Account 1.00% Qualified......... 12,789 1.098000 14,042
MidCap Fund Sub-Account 1.00% Non-Qualified..... 34,465 1.098000 37,843
MidCap Fund Sub-Account 1.25%................... 8,305,640 1.096832 9,109,892
MidCap Fund Sub-Account 1.00% Qualified......... 10,996 1.101485 12,113
Smith Barney Shearson Daily Dividend, Inc.
Qualified 1.00%................................ 53,613 2.777393 148,906
Smith Barney Shearson Daily Dividend, Inc.
Non-Qualified 1.00%............................ 125,291 2.874151 360,106
Smith Barney Shearson Appreciation Fund, Inc.
Qualified 1.00%................................ 18,335 9.303319 170,573
Smith Barney Shearson Gov't and Agencies, Inc.
Qualified 1.00%................................ 14,846 2.503304 37,164
BB&T Growth and Income Fund Sub-Account......... 5,443,658 1.189902 6,477,420
Am South Fund Sub-Account 1.00% Qualified....... 2,337,620 1.023227 2,391,916
--------------
TOTAL ACCUMULATION PERIOD......................... 9,503,477,571
--------------
ANNUITY CONTRACTS IN THE ANNUITY PERIOD:
INDIVIDUAL SUB-ACCOUNTS:
Bond Fund Non-Qualified 1.00%................... 14,968 4.022607 60,210
Bond Fund 1.25%................................. 324,152 2.113753 685,179
Stock Fund Non-Qualified 1.00%.................. 11,832 8.493415 100,494
Stock Fund 1.25%................................ 460,700 4.601624 2,119,968
Money Market Fund Qualified 1.00%............... 11,497 2.570693 29,553
Money Market Fund Non-Qualified 1.00%........... 75,465 2.571915 194,090
Money Market Fund 1.25%......................... 326,508 1.650311 538,840
Advisers Fund Qualified 1.00%................... 3,304 5.351192 17,680
Advisers Fund Non-Qualified 1.00%............... 57,148 5.351192 305,810
Advisers Fund 1.25%............................. 1,087,032 3.572368 3,883,278
Capital Appreciation Fund Non-Qualified 1.00%... 2,576 8.150600 20,996
Capital Appreciation Fund 1.25%................. 232,998 4.845288 1,128,942
Mortgage Securities Fund Non-Qualified 1.00%.... 72,723 2.692454 195,803
Mortgage Securities Fund 1.25%.................. 89,106 2.097829 186,929
Index Fund 1.25%................................ 108,562 3.726058 404,508
International Opportunities Fund 1.25%.......... 228,075 1.468965 335,034
Dividend and Growth Fund 1.25%.................. 304,541 2.149172 654,512
International Advisers Fund 1.25%............... 18,897 1.318862 24,923
Hartford Small Company 1.25%.................... 35,558 1.246631 44,328
--------------
TOTAL ANNUITY PERIOD.............................. 10,931,077
--------------
GRAND TOTAL....................................... $9,514,408,648
--------------
--------------
</TABLE>

<PAGE>
SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS
DECEMBER 31, 1997

<TABLE>
<CAPTION>
MONEY
BOND FUND STOCK FUND MARKET FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ------------ -----------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends............................................ $12,961,364 $ 16,077,936 $13,797,570
EXPENSES:
Mortality and expense undertakings................... (2,612,230) (18,967,977) (3,238,151)
----------- ------------ -----------
Net investment income (loss)....................... 10,349,134 (2,890,041) 10,559,419
----------- ------------ -----------
CAPITAL GAINS INCOME................................... -- 64,909,605 --
----------- ------------ -----------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on security transactions.... 17,262 1,176,996 --
Net unrealized appreciation (depreciation) of
investments during
the period.......................................... 10,119,718 315,737,284 --
----------- ------------ -----------
Net gain (loss) on investments..................... 10,136,980 316,914,280 --
----------- ------------ -----------
Net increase (decrease) in net assets resulting
from operations................................... $20,486,114 $378,933,844 $10,559,419
----------- ------------ -----------
----------- ------------ -----------
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
U.S. GOVERNMENT CAPITAL MORTGAGE
ADVISERS FUND MONEY MARKET FUND APPRECIATION FUND SECURITIES FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
INVESTMENT INCOME:
Dividends............................................ $ 77,714,905 $2,646 $ 8,543,668 $11,347,408
EXPENSES:
Mortality and expense undertakings................... (41,311,784) (627) (19,474,176) (2,333,945)
------------- ------ ----------------- ---------------
Net investment income (loss)....................... 36,403,121 2,019 (10,930,508) 9,013,463
------------- ------ ----------------- ---------------
CAPITAL GAINS INCOME................................... 129,600,221 -- 103,244,397 --
------------- ------ ----------------- ---------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on security transactions.... 2,159,454 -- 413,746 28,917
Net unrealized appreciation (depreciation) of
investments during
the period.......................................... 501,068,905 -- 190,913,008 5,074,541
------------- ------ ----------------- ---------------
Net gain (loss) on investments..................... 503,228,359 -- 191,326,754 5,103,458
------------- ------ ----------------- ---------------
Net increase (decrease) in net assets resulting
from operations................................... $ 669,231,701 $2,019 $283,640,643 $14,116,921
------------- ------ ----------------- ---------------
------------- ------ ----------------- ---------------

<CAPTION>
INTERNATIONAL DIVIDEND AND
INDEX FUND OPPORTUNITIES FUND GROWTH FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
----------- ------------------ ------------
<S> <C> <C> <C>
INVESTMENT INCOME:
Dividends............................................ $ 4,750,804 $ 3,651,850 $ 9,408,629
EXPENSES:
Mortality and expense undertakings................... (4,257,897) (5,181,012) (6,174,075)
----------- ------------------ ------------
Net investment income (loss)....................... 492,907 (1,529,162) 3,234,554
----------- ------------------ ------------
CAPITAL GAINS INCOME................................... 21,612,566 29,748,890 9,959,170
----------- ------------------ ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on security transactions.... 243,148 29,653 (4,003)
Net unrealized appreciation (depreciation) of
investments during
the period.......................................... 65,120,869 (32,127,237) 111,067,791
----------- ------------------ ------------
Net gain (loss) on investments..................... 65,364,017 (32,097,584) 111,063,788
----------- ------------------ ------------
Net increase (decrease) in net assets resulting
from operations................................... $87,469,490 $ (3,877,856) $124,257,512
----------- ------------------ ------------
----------- ------------------ ------------
</TABLE>
<PAGE>

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

SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF OPERATIONS -- (CONTINUED)
DECEMBER 31, 1997

<TABLE>
<CAPTION>
INTERNATIONAL SMALL
ADVISERS FUND COMPANY FUND
SUB-ACCOUNT SUB-ACCOUNT
------------- ------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends............................................ $1,605,717 $ 32,487
EXPENSES:
Mortality and expense undertakings................... (569,723) (489,607)
------------- ------------
Net investment income (loss)......................... 1,035,994 (457,120)
------------- ------------
CAPITAL GAINS INCOME................................... 110,732 3,307,195
------------- ------------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on security transactions.... 13,808 (36,223)
Net unrealized appreciation (depreciation) of
investments during the period....................... 118,913 1,332,603
------------- ------------
Net gain (loss) on investments..................... 132,721 1,296,380
------------- ------------
Net increase (decrease) in net assets resulting
from operations................................... $1,279,447 $4,146,455
------------- ------------
------------- ------------
</TABLE>

* From inception, July 15, 1997, to December 31, 1997.

** From inception, June 3, 1997, to December 31, 1997.

*** From inception, October 23, 1997, to December 31, 1997.

The accompanying notes are an integral part of these financial statements.
<PAGE>

<CAPTION>
BB&T AMSOUTH
GROWTH AND EQUITY INCOME
INCOME FUND FUND
SUB-ACCOUNT** SUB-ACCOUNT***
------------- ----------------
<S> <C> <C>
INVESTMENT INCOME:
Dividends............................................ $ 43,938 $ 4,389
EXPENSES:
Mortality and expense undertakings................... (21,234) (2,657)
------------- -------
Net investment income (loss)......................... 22,704 1,732
------------- -------
CAPITAL GAINS INCOME................................... 662 --
------------- -------
NET REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS:
Net realized gain (loss) on security transactions.... -- (1)
Net unrealized appreciation (depreciation) of
investments during the period....................... 409,485 32,196
------------- -------
Net gain (loss) on investments..................... 409,485 32,195
------------- -------
Net increase (decrease) in net assets resulting
from operations................................... $432,851 $33,927
------------- -------
------------- -------
</TABLE>

<PAGE>
SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
MONEY
BOND FUND STOCK FUND MARKET FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ -------------- -------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income (loss)......................... $ 10,349,134 $ (2,890,041) $ 10,558,627
Capital gains income................................. -- 64,909,605 792
Net realized gain (loss) on security transactions.... 17,262 1,176,996 --
Net unrealized appreciation (depreciation) of
investments during the period....................... 10,119,718 315,737,284 --
------------ -------------- -------------
Net increase (decrease) in net assets resulting from
operations.......................................... 20,486,114 378,933,844 10,559,419
------------ -------------- -------------
UNIT TRANSACTIONS:
Purchases............................................ 28,788,526 208,829,884 56,766,167
Net transfers........................................ 19,102,654 45,780,800 (9,782,834)
Surrenders........................................... (18,300,042) (92,238,226) (68,418,264)
Net annuity transactions............................. 325,387 633,517 12,261
------------ -------------- -------------
Net increase (decrease) in net assets resulting from
unit transactions................................... 29,916,525 163,005,975 (21,422,670)
------------ -------------- -------------
Total increase (decrease) in net assets.............. 50,402,639 541,939,819 (10,863,251)
NET ASSETS:
Beginning of period.................................. 194,978,128 1,212,755,498 277,901,280
------------ -------------- -------------
End of period........................................ $245,380,767 $1,754,695,317 $ 267,038,029
------------ -------------- -------------
------------ -------------- -------------
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996

MONEY
BOND FUND STOCK FUND MARKET FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ -------------- -------------
OPERATIONS:
Net investment income (loss)......................... $ 9,645,789 $ 3,458,346 $ 9,260,160
Capital gains income................................. -- 36,500,208 --
Net realized gain (loss) on security transactions.... (221,405) 1,221,317 --
Net unrealized (depreciation) appreciation of
investments during the period....................... (5,160,742) 171,537,514 --
------------ -------------- -------------
Net increase (decrease) in net assets resulting from
operations.......................................... 4,263,642 212,717,385 9,260,160
------------ -------------- -------------
UNIT TRANSACTIONS:
Purchases............................................ 25,740,584 167,200,796 69,939,055
Net transfers........................................ (16,696,613) 28,419,235 66,601,560
Surrenders........................................... (15,363,352) (50,578,919) (52,603,716)
Net annuity transactions............................. 63,477 (84,340) (175,109)
------------ -------------- -------------
Net (decrease) increase in net assets resulting from
unit transactions................................... (6,255,904) 144,956,772 83,761,790
------------ -------------- -------------
Total (decrease) increase in net assets.............. (1,992,262) 357,674,157 93,021,950
NET ASSETS:
Beginning of period.................................. 196,970,390 855,081,341 184,879,330
------------ -------------- -------------
End of period........................................ $194,978,128 $1,212,755,498 $ 277,901,280
------------ -------------- -------------
------------ -------------- -------------
</TABLE>

The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
U.S. GOVERNMENT CAPITAL MORTGAGE
ADVISERS FUND MONEY MARKET FUND APPRECIATION FUND SECURITIES FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
-------------- ----------------- ----------------- ---------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)......................... $ 36,403,121 $ 2,019 $ (10,930,508) $ 9,013,463
Capital gains income................................. 129,600,221 -- 103,244,397 --
Net realized gain (loss) on security transactions.... 2,159,454 -- 413,746 28,917
Net unrealized appreciation (depreciation) of
investments during the period....................... 501,068,905 -- 190,913,008 5,074,541
-------------- ----------------- ----------------- ---------------
Net increase (decrease) in net assets resulting from
operations.......................................... 669,231,701 2,019 283,640,643 14,116,921
-------------- ----------------- ----------------- ---------------
UNIT TRANSACTIONS:
Purchases............................................ 364,832,050 -- 194,562,087 7,925,304
Net transfers........................................ 27,406,992 (88,379) (11,521,643) (9,594,437)
Surrenders........................................... (206,501,208) (9,133) (87,759,430) (17,575,723)
Net annuity transactions............................. 725,608 (21,870) 361,130 (3,307)
-------------- ----------------- ----------------- ---------------
Net increase (decrease) in net assets resulting from
unit transactions................................... 186,463,442 (119,382) 95,642,144 (19,248,163)
-------------- ----------------- ----------------- ---------------
Total increase (decrease) in net assets.............. 855,695,143 (117,363) 379,282,787 (5,131,242)
NET ASSETS:
Beginning of period.................................. 2,845,576,451 117,363 1,354,625,381 196,244,893
-------------- ----------------- ----------------- ---------------
End of period........................................ $3,701,271,594 $-- $1,733,908,168 $191,113,651
-------------- ----------------- ----------------- ---------------
-------------- ----------------- ----------------- ---------------
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996

U.S. GOVERNMENT CAPITAL MORTGAGE
ADVISERS FUND MONEY MARKET FUND APPRECIATION FUND SECURITIES FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
-------------- ----------------- ----------------- ---------------
OPERATIONS:
Net investment income (loss)......................... $ 42,565,178 $ 4,826 $ (6,448,058) $ 10,591,830
Capital gains income................................. 52,150,764 -- 66,515,678 --
Net realized gain (loss) on security transactions.... 1,838,982 -- 2,074,856 (435,321)
Net unrealized (depreciation) appreciation of
investments during the period....................... 271,199,538 -- 145,316,093 (2,802,442)
-------------- ----------------- ----------------- ---------------
Net increase (decrease) in net assets resulting from
operations.......................................... 367,754,462 4,826 207,458,569 7,354,067
-------------- ----------------- ----------------- ---------------
UNIT TRANSACTIONS:
Purchases............................................ 317,249,591 -- 189,467,703 8,471,412
Net transfers........................................ (5,375,317) (10,049) (3,020,837) (18,731,894)
Surrenders........................................... (148,652,281) (5,248) (57,537,694) (18,950,990)
Net annuity transactions............................. (7,328) (12,789) 159,816 (68,468)
-------------- ----------------- ----------------- ---------------
Net (decrease) increase in net assets resulting from
unit transactions................................... 163,214,665 (28,086) 129,068,988 (29,279,940)
-------------- ----------------- ----------------- ---------------
Total (decrease) increase in net assets.............. 530,969,127 (23,260) 336,527,557 (21,925,873)
NET ASSETS:
Beginning of period.................................. 2,314,607,324 140,623 1,018,097,824 218,170,766
-------------- ----------------- ----------------- ---------------
End of period........................................ $2,845,576,451 $ 117,363 $1,354,625,381 $196,244,893
-------------- ----------------- ----------------- ---------------
-------------- ----------------- ----------------- ---------------

<CAPTION>
INTERNATIONAL DIVIDEND AND
INDEX FUND OPPORTUNITIES FUND GROWTH FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ ------------------ -------------
<S> <C> <C> <C>
OPERATIONS:
Net investment income (loss)......................... $ 492,907 $ (1,529,162) $ 3,234,554
Capital gains income................................. 21,612,566 29,748,890 9,959,170
Net realized gain (loss) on security transactions.... 243,148 29,653 (4,003)
Net unrealized appreciation (depreciation) of
investments during the period....................... 65,120,869 (32,127,237) 111,067,791
------------ ------------------ -------------
Net increase (decrease) in net assets resulting from
operations.......................................... 87,469,490 (3,877,856) 124,257,512
------------ ------------------ -------------
UNIT TRANSACTIONS:
Purchases............................................ 65,766,703 38,595,370 159,109,767
Net transfers........................................ 26,458,731 (16,075,692) 87,528,713
Surrenders........................................... (18,692,668) (26,504,799) (20,331,098)
Net annuity transactions............................. 190,331 66,746 349,515
------------ ------------------ -------------
Net increase (decrease) in net assets resulting from
unit transactions................................... 73,723,097 (3,918,375) 226,656,897
------------ ------------------ -------------
Total increase (decrease) in net assets.............. 161,192,587 (7,796,232) 350,914,409
NET ASSETS:
Beginning of period.................................. 249,963,229 400,841,689 318,309,457
------------ ------------------ -------------
End of period........................................ $411,155,816 $393,045,458 $ 669,223,866
------------ ------------------ -------------
------------ ------------------ -------------
STATEMENT OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1996
INTERNATIONAL DIVIDEND AND
INDEX FUND OPPORTUNITIES FUND GROWTH FUND
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ ------------------ -------------
OPERATIONS:
Net investment income (loss)......................... $ 1,647,249 $ 2,504,471 $ 2,622,394
Capital gains income................................. 3,111,887 9,391,222 2,783,157
Net realized gain (loss) on security transactions.... 136,100 91,388 (4,854)
Net unrealized (depreciation) appreciation of
investments during the period....................... 34,189,219 27,779,181 37,804,713
------------ ------------------ -------------
Net increase (decrease) in net assets resulting from
operations.......................................... 39,084,455 39,766,262 43,205,410
------------ ------------------ -------------
UNIT TRANSACTIONS:
Purchases............................................ 45,748,598 41,231,155 98,719,762
Net transfers........................................ 19,409,151 19,333,907 69,845,165
Surrenders........................................... (10,550,651) (21,132,233) (8,446,511)
Net annuity transactions............................. (31,502) 8,570 153,439
------------ ------------------ -------------
Net (decrease) increase in net assets resulting from
unit transactions................................... 54,575,596 39,441,399 160,271,855
------------ ------------------ -------------
Total (decrease) increase in net assets.............. 93,660,051 79,207,661 203,477,265
NET ASSETS:
Beginning of period.................................. 156,303,178 321,634,028 114,832,192
------------ ------------------ -------------
End of period........................................ $249,963,229 $400,841,689 $ 318,309,457
------------ ------------------ -------------
------------ ------------------ -------------
</TABLE>
<PAGE>

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

SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
STATEMENT OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1997

<TABLE>
<CAPTION>
INTERNATIONAL SMALL
ADVISERS FUND COMPANY FUND
SUB-ACCOUNT SUB-ACCOUNT
------------- ------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss)......................... $ 1,035,994 $ (457,120)
Capital gains income................................. 110,732 3,307,195
Net realized gain (loss) on security transactions.... 13,808 (36,223)
Net unrealized appreciation (depreciation) of
investments during the period....................... 118,913 1,332,603
------------- ------------
Net increase (decrease) in net assets resulting from
operations.......................................... 1,279,447 4,146,455
------------- ------------
UNIT TRANSACTIONS:
Purchases............................................ 18,887,741 24,742,079
Net transfers........................................ 9,531,179 30,544,670
Surrenders........................................... (2,110,213) (1,630,264)
Net annuity transactions............................. 25,045 44,603
------------- ------------
Net increase (decrease) in net assets resulting from
unit transactions................................... 26,333,752 53,701,088
------------- ------------
Total increase (decrease) in net assets.............. 27,613,199 57,847,543
NET ASSETS:
Beginning of period.................................. 29,809,174 13,546,092
------------- ------------
End of period........................................ $57,422,373 $71,393,635
------------- ------------
------------- ------------
* From inception, July 15, 1997 to December 31, 1997.
** From inception, June 3, 1997 to December 31, 1997.
*** From inception, October 23, 1997 to December 31, 1997.
STATEMENT OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1996
INTERNATIONAL SMALL
ADVISERS FUND COMPANY FUND
SUB-ACCOUNT SUB-ACCOUNT****
---------- ------------
OPERATIONS:
Net investment income (loss)......................... $ 644,546 $ (17,678)
Capital gains income................................. 595,787 --
Net realized gain on security transactions........... (3,562) 922
Net unrealized (depreciation) appreciation of
investments during the period....................... 708,119 74,459
---------- ----------

Net increase (decrease) in net assets resulting from
operations.......................................... 1,944,890 57,703
---------- ----------
UNIT TRANSACTIONS:
Purchases............................................ 10,618,419 4,333,960
Net transfers........................................ 10,257,798 9,203,248
Surrenders........................................... (609,471) (48,819)
Net annuity transactions............................. -- --
---------- ----------

Net increase (decrease) in net assets resulting from
unit transactions................................... 20,266,746 13,488,389
---------- ----------

Total increase (decrease) in net assets.............. 22,211,636 13,546,092
NET ASSETS:
Beginning of period.................................. 7,597,538 --
---------- ----------

End of period........................................ $29,809,174 $13,546,092
---------- ----------
---------- ----------
</TABLE>

**** From inception, August 9, 1996 to December 31, 1996.

The accompanying notes are an integral part of these financial statements.
<PAGE>

- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
SMITH BARNEY
SMITH BARNEY SMITH BARNEY GOVERNMENT
MIDCAP FUND CASH PORTFOLIO APPRECIATION FUND PORTFOLIO
SUB-ACCOUNT* SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ ------------------- ----------------- --------------
<S> <C> <C> <C> <C>
OPERATIONS:
Net investment income (loss)......................... $ (12,661) $ 21,390 $ 687 $ 1,594
Capital gains income................................. -- -- 22,341 --
Net realized gain (loss) on security transactions.... (2,185) -- 6,810 --
Net unrealized appreciation (depreciation) of
investments during the period....................... 336,895 -- 8,816 --
------------ -------- -------- -------
Net increase (decrease) in net assets resulting from
operations.......................................... 322,049 21,390 38,654 1,594
------------ -------- -------- -------
UNIT TRANSACTIONS:
Purchases............................................ 2,088,623 -- -- --
Net transfers........................................ 6,774,154 -- -- --
Surrenders........................................... (10,936) (93,309) (40,942) (4,272)
Net annuity transactions............................. -- -- -- --
------------ -------- -------- -------
Net increase (decrease) in net assets resulting from
unit transactions................................... 8,851,841 (93,309) (40,942) (4,272)
------------ -------- -------- -------
Total increase (decrease) in net assets.............. 9,173,890 (71,919) (2,288) (2,678)
NET ASSETS:
Beginning of period.................................. -- 580,931 172,861 39,842
------------ -------- -------- -------
End of period........................................ $9,173,890 $509,012 $170,573 $37,164
------------ -------- -------- -------
------------ -------- -------- -------
* From inception, July 15, 1997 to December 31, 1997.
** From inception, June 3, 1997 to December 31, 1997.
*** From inception, October 23, 1997 to December 31, 1997.
STATEMENT OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1996
SMITH BARNEY SMITH BARNEY
CASH SMITH BARNEY GOVERNMENT
PORTFOLIO APPRECIATION FUND PORTFOLIO
SUB-ACCOUNT SUB-ACCOUNT SUB-ACCOUNT
------------ ------------------ ----------------
OPERATIONS:
Net investment income (loss)......................... $ 22,053 $ 15,035 $ 1,646
Capital gains income................................. -- -- --
Net realized gain on security transactions........... -- 174 --
Net unrealized (depreciation) appreciation of
investments during the period....................... -- 11,776 --
--------- ------- -------

Net increase (decrease) in net assets resulting from
operations.......................................... 22,053 26,985 1,646
--------- ------- -------
UNIT TRANSACTIONS:
Purchases............................................ 25 -- --
Net transfers........................................ -- -- --
Surrenders........................................... (10,494) (2,558) (4,273)
Net annuity transactions............................. -- -- --
--------- ------- -------

Net increase (decrease) in net assets resulting from
unit transactions................................... (10,469) (2,558) (4,273)
--------- ------- -------

Total increase (decrease) in net assets.............. 11,584 24,427 (2,627)
NET ASSETS:
Beginning of period.................................. 569,347 148,434 42,469
--------- ------- -------

End of period........................................ $ 580,931 $172,861 $ 39,842
--------- ------- -------
--------- ------- -------

<CAPTION>
BB&T
GROWTH AND AMSOUTH EQUITY
INCOME FUND INCOME FUND
SUB-ACCOUNT** SUB-ACCOUNT***
------------- ---------------
<S> <C> <C>
OPERATIONS:
Net investment income (loss)......................... $ 22,704 $ 1,732
Capital gains income................................. 662 --
Net realized gain (loss) on security transactions.... -- --
Net unrealized appreciation (depreciation) of
investments during the period....................... 409,485 32,195
------------- ---------------
Net increase (decrease) in net assets resulting from
operations.......................................... 432,851 33,927
------------- ---------------
UNIT TRANSACTIONS:
Purchases............................................ 5,104,417 2,100,608
Net transfers........................................ 1,006,220 259,438
Surrenders........................................... (66,068) (2,057)
Net annuity transactions............................. -- --
------------- ---------------
Net increase (decrease) in net assets resulting from
unit transactions................................... 6,044,569 2,357,989
------------- ---------------
Total increase (decrease) in net assets.............. 6,477,420 2,391,916
NET ASSETS:
Beginning of period.................................. -- --
------------- ---------------
End of period........................................ $6,477,420 $2,391,916
------------- ---------------
------------- ---------------
* From inception, July 15, 1997 to December 31, 1997.
** From inception, June 3, 1997 to December 31, 1997.
*** From inception, October 23, 1997 to December 31, 19
STATEMENT OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1996
------------ ------------------ ---------
OPERATIONS:
Net investment income (loss).........................
Capital gains income.................................
Net realized gain on security transactions...........
Net unrealized (depreciation) appreciation of
investments during the period.......................
Net increase (decrease) in net assets resulting from
operations..........................................
UNIT TRANSACTIONS:
Purchases............................................
Net transfers........................................
Surrenders...........................................
Net annuity transactions.............................
Net increase (decrease) in net assets resulting from
unit transactions...................................
Total increase (decrease) in net assets..............
NET ASSETS:
Beginning of period..................................
End of period........................................
</TABLE>

<PAGE>

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

SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997

1. ORGANIZATION:

Separate Account Two (the Account) is a separate investment account within
Hartford Life Insurance Company (the Company) and is registered with the
Securities and Exchange Commission (SEC) as a unit investment trust under the
Investment Company Act of 1940, as amended. Both the Company and the Account are
subject to supervision and regulation by the Department of Insurance of the
State of Connecticut and the SEC. The Account invests deposits by variable
annuity contractholders of the Company in various mutual funds (the Funds) as
directed by the contractholders.

2. SIGNIFICANT ACCOUNTING POLICIES:

The following is a summary of significant accounting policies of the
Account, which are in accordance with generally accepted accounting principles
in the investment company industry:

a) SECURITY TRANSACTIONS -- Security transactions are recorded on the trade
date (date the order to buy or sell is executed). Cost of investments sold is
determined on the basis of identified cost. Dividend and capital gains income
are accrued as of the ex-dividend date. Capital gains income represents
dividends from the Funds which are characterized as capital gains under tax
regulations.

b) SECURITY VALUATION -- The investment in shares of the Hartford, Smith
Barney, BB&T and AmSouth mutual funds are valued at the closing net asset value
per share as determined by the appropriate Fund as of December 31, 1997.

c) FEDERAL INCOME TAXES -- The operations of the Account form a part of, and
are taxed with, the total operations of the Company, which is taxed as an
insurance company under the Internal Revenue Code. Under current law, no federal
income taxes are payable with respect to the operations of the Account.

d) USE OF ESTIMATES -- The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the financial statements and the reported amounts
of income and expenses during the period. Operating results in the future could
vary from the amounts derived from management's estimates.

3. ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

a) MORTALITY AND EXPENSE UNDERTAKINGS -- The Company, as issuer of variable
annuity contracts, provides the mortality and expense undertakings and, with
respect to the Account, receives a maximum annual fee of up to 1.25% of the
Account's average daily net assets.

b) DEDUCTION OF ANNUAL MAINTENANCE FEE -- Annual maintenance fees are
deducted through termination of units of interest from applicable contract
owners' accounts, in accordance with the terms of the contracts.

4. HARTFORD U.S. GOVERNMENT MONEY
MARKET FUND:

On June 27, 1997, the Hartford U.S. Government Money Market Fund was merged
with the HVA Money Market Fund. Accordingly, all contractholder account values
held in the Hartford U.S. Government Money Market Fund were exchanged for
equivalent account values of HVA Money Market Fund on June 27, 1997.
<PAGE>

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

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company:

We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company (the "Company") and subsidiaries as of December 31, 1997 and
1996, 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,
1997. These consolidated financial statements and the schedules referred to
below are the responsibility of the Company's management. Our responsibility is
to express an opinion on these financial statements and schedules based on our
audits.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Hartford Life
Insurance Company and subsidiaries as of December 31, 1997 and 1996, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997, in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in Index to
Consolidated Financial Statements and Schedules are presented for the purpose of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. These schedules have been subjected to the
auditing procedures applied in the audits of the basic 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 financial statements
taken as a whole.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 27, 1998
<PAGE>

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
------------------------
1997 1996 1995
------ ------ ------
(IN MILLIONS)
<S> <C> <C> <C>
Revenues
Premiums and other considerations............... $1,637 $1,705 $1,487
Net investment income........................... 1,368 1,397 1,328
Net realized capital gains (losses)............. 4 (213) (11)
------ ------ ------
Total revenues................................ 3,009 2,889 2,804
------ ------ ------
Benefits, claims and expenses
Benefits, claims and claim adjustment
expenses....................................... 1,379 1,535 1,422
Amortization of deferred policy acquisition
costs.......................................... 335 234 199
Dividends to policyholders...................... 240 635 675
Other expenses.................................. 586 427 317
------ ------ ------
Total benefits, claims and expenses........... 2,540 2,831 2,613
------ ------ ------
Income before income tax expense................ 469 58 191
Income tax expense.............................. 167 20 62
------ ------ ------
Net income........................................ $ 302 $ 38 $ 129
------ ------ ------
------ ------ ------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
AS OF DECEMBER
31,
-----------------
1997 1996
------- -------
<S> <C> <C>
(IN MILLIONS,
EXCEPT FOR SHARE
DATA)
Assets
Investments
Fixed maturities, available for sale, at fair
value (amortized cost of $13,885 and
$13,579)....................................... $14,176 $13,624
Equity securities, at fair value................ 180 119
Policy loans, at outstanding balance............ 3,756 3,836
Other investments, at cost...................... 47 56
------- -------
Total investments............................. 18,159 17,635
Cash............................................ 54 43
Premiums receivable and agents' balances........ 18 137
Accrued investment income....................... 330 407
Reinsurance recoverables........................ 6,325 6,259
Deferred policy acquisition costs............... 3,315 2,760
Deferred income tax............................. 348 474
Other assets.................................... 352 357
Separate account assets......................... 69,055 49,690
------- -------
Total assets.................................. $97,956 $77,762
------- -------
------- -------

Liabilities
Future policy benefits.......................... $ 3,270 $ 2,474
Other policyholder funds........................ 21,034 22,134
Other liabilities............................... 2,254 1,572
Separate account liabilities.................... 69,055 49,690
------- -------
Total liabilities............................. 95,613 75,870
------- -------

Stockholder's Equity
Common stock -- 1,000 shares authorized, issued
and outstanding, par value $5,690.............. 6 6
Additional paid in capital...................... 1,045 1,045
Net unrealized capital gains on securities, net
of tax......................................... 179 30
Retained earnings............................... 1,113 811
------- -------
Total stockholder's equity.................... 2,343 1,892
------- -------
Total liabilities and stockholder's equity...... $97,956 $77,762
------- -------
------- -------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
NET UNREALIZED
CAPITAL GAINS
ADDITIONAL (LOSSES) ON TOTAL
COMMON PAID IN SECURITIES, RETAINED STOCKHOLDER'S
STOCK CAPITAL NET OF TAX EARNINGS EQUITY
------ -------------- --------------- ----------- -------------
<S> <C> <C> <C> <C> <C>
(IN MILLIONS)
Balance, December 31, 1994.............. $6 $ 826 $(654) $ 644 $ 822
Net income............................ -- -- -- 129 129
Capital contribution.................. -- 181 -- -- 181
Change in net unrealized capital gains
(losses) on securities, 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 gains
(losses) on securities, net of tax... -- -- 87 -- 87
--
------ ------ ----------- ------
Balance, December 31, 1996.............. 6 1,045 30 811 1,892
Net income............................ -- -- -- 302 302
Change in net unrealized capital gains
(losses) on securities, net of tax... -- -- 149 -- 149
--
------ ------ ----------- ------
Balance, December 31, 1997.............. $6 $1,045 $179 $1,113 $2,343
--
--
------ ------ ----------- ------
------ ------ ----------- ------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

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

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER
31,
------------------------------
1997 1996 1995
-------- -------- --------
(IN MILLIONS)
<S> <C> <C> <C>
Operating Activities
Net income............................ $ 302 $ 38 $ 129
Adjustments to reconcile net income to
cash provided by operating activities
Depreciation and amortization......... 8 14 21
Net realized capital (gains) losses... (4) 213 11
Decrease (increase) in deferred income
taxes................................ 40 (102) (172)
Increase in deferred policy
acquisition costs.................... (555) (572) (379)
Decrease (increase) in premiums
receivable and agents' balances...... 119 10 (81)
Decrease (increase) in accrued
investment income.................... 77 (13) (16)
Decrease (increase) in other assets... 52 (132) (177)
(Increase) decrease in reinsurance
recoverables......................... (416) 179 (35)
Increase (decrease) in liabilities for
future policy benefits............... 796 (92) 483
Increase in other liabilities......... 379 477 281
-------- -------- --------
Cash provided by operating
activities......................... 798 20 65
-------- -------- --------
Investing Activities
Purchases of fixed maturity
investments.......................... (6,231) (5,747) (6,228)
Sales of fixed maturity investments... 4,232 3,459 4,845
Maturities and principal paydowns of
fixed maturity investments........... 2,329 2,693 1,741
Net sales (purchases) of other
investments.......................... 24 (107) (871)
Net (purchases) sales of short-term
investments.......................... (638) 84 (24)
-------- -------- --------
Cash (used for) provided by
investing activities............... (284) 382 (537)
-------- -------- --------
Financing Activities
Capital contribution.................. -- 38 --
Net (disbursements for) receipts from
investment and universal life-type
contracts (charged against) credited
to policyholder accounts............. (503) (443) 498
-------- -------- --------
Cash (used for) provided by
financing activities............... (503) (405) 498
-------- -------- --------
Increase (decrease) in cash........... 11 (3) 26
Cash -- beginning of year............. 43 46 20
-------- -------- --------
Cash -- end of year................... $ 54 $ 43 $ 46
-------- -------- --------
-------- -------- --------
Supplemental Disclosure of Cash Flow
Information:
Net Cash Paid During the Year for:
Income taxes.......................... $ 9 $ 189 $ 162

Noncash Financing Activities:
Capital contribution.................. $ -- $ -- $ 181
-------- -------- --------
-------- -------- --------
</TABLE>

See Notes to Consolidated Financial Statements.
<PAGE>

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA UNLESS OTHERWISE STATED)

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"). Hartford Life is a direct subsidiary of Hartford
Accident and Indemnity Company ("HA&I"), an indirect subsidiary of The Hartford
Financial Services Group, Inc. ("The Hartford"). On February 10, 1997, Hartford
Life filed a registration statement, as amended, with the Securities and
Exchange Commission relating to an Initial Public Offering ("IPO") of the
Hartford Life's Class A Common Stock. Pursuant to the IPO on May 22, 1997,
Hartford Life sold to the public 26 million shares at $28.25 per share and
received net proceeds of $687. Of the proceeds, $527 was used to retire debt
related to Hartford Life's outstanding promissory notes and line of credit with
the remaining $160 contributed by Hartford Life to HLA to support growth in its
core businesses.

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. As a result, The Hartford became an
independent, publicly traded company.

Along with its parent, 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 and retirement 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 group life and group disability
insurance and corporate owned life insurance.

2. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

These consolidated financial statements present the financial position,
results of operations and cash flows of the Company. All material intercompany
transactions and balances between the Company, its subsidiaries and affiliates
have been eliminated. The consolidated financial statements are prepared on the
basis of generally accepted accounting principles which differ materially from
the statutory accounting practices 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. The most
significant estimates include those used in determining deferred policy
acquisition costs and the liability for future policy benefits and other
policyholder funds. Although some variability is inherent in these estimates,
management believes the amounts provided are adequate.

Certain reclassifications have been made to prior year financial information
to conform to the current year presentation.

(B) CHANGES IN ACCOUNTING PRINCIPLES

In December 1997, the American Institute of Certified Public Accountants
("AICPA") issued Statement of Position ("SOP") No. 97-3 "Accounting by Insurance
and Other Enterprises for Insurance Related Assessments". This SOP provides
guidance on accounting by insurance and other enterprises for assessments
related to insurance activities. Specifically, the SOP provides guidance on when
a guaranty fund or other assessment should be recognized, how to measure the
liability, and what information should be disclosed. This SOP will be effective
for fiscal years beginning after December 15, 1998. Adoption of SOP 97-3 is not
expected to have a material impact on the Company's financial condition or
results of operations.

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 EITF 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"
which is effective for transfers and servicing of financial
<PAGE>

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

assets and extinguishments of liabilities occurring after December 31, 1996.
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.

Effective January 1, 1996, the Company adopted SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed
Of". This statement establishes accounting standards for the impairment of
long-lived assets, certain identifiable intangibles, and goodwill related to
those assets to be held and used and for long-lived assets and certain
identifiable intangibles to be disposed of. Adoption of SFAS No. 121 did not
have a material effect on the Company's financial condition or results of
operations.

The Company's cash flows were not impacted by these changes in accounting
principles.

Revenues for universal life-type 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 and
disability 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. Health
reserves, which are the result of sales of group long-term and short-term
disability, stop loss, Medicare Supplement and individual disability products,
are stated at amounts determined by estimates on individual cases and estimates
of unreported claims based on past experience. Liabilities for universal
life-type and investment contracts are stated at policyholder account values
before surrender charges.

(E) 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 over the expected maturity of the securities, since under
the terms of the contracts the realized gains and losses will be credited to
policyholders in future years as they are entitled to receive them.

(F) INVESTMENTS

The Company's investments in fixed maturities include bonds and commercial
paper which are considered "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 "Net unrealized capital gains (losses) on
securities, net of tax". Equity securities, which include common and
non-redeemable preferred stocks, are carried at fair values with the after-tax
difference from cost reflected in Stockholder's Equity. Policy loans are carried
at outstanding balance which approximates fair value. Net realized capital gains
and losses, after deducting pension policyholders' share, are reported as a
component of revenue and are determined on a specific identification basis.

The Company's accounting policy for impairment 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, for securities expected to be sold, an
other than temporary impairment charge is recognized if the Company does not
expect the fair value of a security to recover to cost or amortized cost prior
to the expected date of sale. Once an impairment charge has been recorded, the
Company then continues to review the other than temporarily impaired securities
for appropriate valuation on an on-going basis.

During 1996, it was determined that certain individual securities within the
investment portfolio supporting the Company's block of guaranteed rate contract
business written prior to 1995 ("Closed Book GRC") could not recover to
amortized cost prior to sale. Therefore, an other than temporary impairment loss
of $88, after-tax, was recorded.

(G) DERIVATIVE INSTRUMENTS

The Company uses a variety of derivative 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
planned investment purchases or existing assets and liabilities. The Company
does not hold or issue derivative instruments for trading purposes. The
Company's accounting for derivative 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", AICPA SOP 86-2,
"Accounting for Options" and various EITF pronouncements. Written options are
used, in all cases in conjunction with other assets and derivatives, as part of
the Company's asset and liability management strategy. Derivative instruments
are carried at values consistent with the asset or liability being hedged.
Derivative instruments used to hedge fixed maturities or equity securities are
carried at fair value
<PAGE>

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

with the after-tax difference from cost reflected in Stockholder's Equity.
Derivative instruments used to hedge other invested assets or liabilities are
carried at cost.

Derivative instruments must be designated at inception as a hedge and
measured for effectiveness both at inception and on an on-going 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. Derivative
instruments 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. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
it is intended to replicate. Derivative instruments which fail to meet risk
management criteria, subsequent to acquisition, 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 investment of future receipt of product cash flows are deferred and, at
the time of the ultimate investment 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 contract futures are closed, except for futures used in
duration hedging which are deferred and basis adjusted on a quarterly basis. The
basis adjustments are amortized into net investment income over the remaining
asset life.

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

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

Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to investment 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 net investment income. Interest rate swaps purchased in
anticipation of an asset purchase ("anticipatory transaction") are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the Consolidated Statements of Income while the
change in market value is recognized as an unrealized capital gain or loss.

Premiums paid on purchased floor or cap agreements and the premium received
on issued cap or floor 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. Changes in the spot rate of instruments designated
as hedges of the net investment in a foreign subsidiary are reflected in the
cumulative translation adjustments component of Stockholder's Equity. Cash flows
from futures, options, and swaps, accounted for as hedges, are included with the
cash flows of the item being hedged.

(H) SEPARATE ACCOUNTS

The Company maintains separate account assets and liabilities 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
policyholders. Separate accounts reflect two categories of risk assumption:
non-guaranteed separate accounts, wherein the policyholder assumes the
investment risk, and guaranteed separate account assets, wherein the Company
contractually guarantees either a minimum return or account value to the
policyholder.

(I) DEFERRED POLICY ACQUISITION COSTS

Policy acquisition costs, which include 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
<PAGE>

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

for the books of business are reestimated and adjusted by a cumulative charge or
credit to income.

The Company's other expenses include the following:

<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Commissions........................... $ 976 $ 848 $ 619
Deferred acquisition costs............ (862) (823) (618)
Other................................. 472 402 316
--------- --------- ---------
Total other expenses.............. $ 586 $ 427 $ 317
--------- --------- ---------
--------- --------- ---------
</TABLE>

(J) 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
55%, 44%, and 41% in 1997, 1996, and 1995, respectively, of total insurance in
force.

3. INITIAL PUBLIC OFFERING

On February 10, 1997, Hartford Life filed a registration statement, as
amended, with the Securities and Exchange Commission, relating to the IPO of
Hartford Life's Class A Common Stock. Pursuant to the IPO on May 22, 1997,
Hartford Life sold to the public 26 million shares at $28.25 per share and
received proceeds, net of offering expenses, of $687. Of the proceeds, $527 was
used to retire debt related to Hartford Life's promissory notes outstanding and
line of credit. The remaining $160 was contributed by Hartford Life to HLA to
support growth in its core businesses. The 26 million shares sold in the
Offering represent approximately 18.6% of the equity ownership in Hartford Life
and approximately 4.4% of the combined voting power of Hartford Life's Class A
and Class B Common Stock. The Hartford owns all of the 114 million outstanding
shares of Class B Common Stock of Hartford Life, representing approximately
81.4% of the equity ownership in Hartford Life and approximately 95.6% of the
combined voting power of Hartford Life's Class A and Class B Common Stock.
Holders of Class A Common Stock generally have identical rights to the holders
of Class B Common Stock except that the holders of Class A Common Stock are
entitled to one vote per share while holders of Class B Common Stock are
entitled to five votes per share on all matters submitted to a vote of Hartford
Life's stockholders.

4. INVESTMENTS AND DERIVATIVE INSTRUMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Interest income from fixed
maturities......................... $ 932 $ 918 $ 996
Interest income from policy loans... 425 477 342
Income from other investments....... 26 15 1
--------- --------- ---------
Gross investment income............. 1,383 1,410 1,339
Less: Investment expenses........... 15 13 11
--------- --------- ---------
Net investment income............... $ 1,368 $ 1,397 $ 1,328
--------- --------- ---------
--------- --------- ---------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------------
1997 1996 1995
----- --------- ---------
<S> <C> <C> <C>
Fixed maturities......................... $ (7) $ (201) $ 23
Equity securities........................ 12 2 (6)
Real estate and other.................... (1) (4) (25)
Less: Increase in liability to
policyholders for realized capital
gains................................... -- (10) (3)
--- --------- ---------
Net realized capital gains (losses) $ 4 $ (213) $ (11)
--- --------- ---------
--- --------- ---------
</TABLE>

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------------------
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Gross unrealized capital gains.............. $ 14 $ 13 $ 4
Gross unrealized capital losses............. -- (1) (2)
--- --- ---
Net unrealized capital gains................ 14 12 2
Deferred income tax expense................. 5 4 1
--- --- ---
Net unrealized capital gains, net of tax.... 9 8 1
Balance -- beginning of year................ 8 1 (6)
--- --- ---
Net change in unrealized capital gains
(losses) on equity securities.............. $ 1 $ 7 $ 7
--- --- ---
--- --- ---
</TABLE>

<PAGE>

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

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
---------------------
1997 1996 1995
----- ----- -----
<S> <C> <C> <C>
Gross unrealized capital gains................................... $ 371 $ 386 $ 529
Gross unrealized capital losses.................................. (80) (341) (569)
Unrealized capital (gains) losses credited to policyholders...... (30) (11) (52)
----- ----- -----
Net unrealized capital gains (losses)............................ 261 34 (92)
Deferred income tax expense (benefit)............................ 91 12 (34)
----- ----- -----
Net unrealized capital gains (losses), net of tax................ 170 22 (58)
Balance -- beginning of year..................................... 22 (58) (648)
----- ----- -----
Net change in unrealized capital gains (losses) on fixed
maturities...................................................... $ 148 $ 80 $ 590
----- ----- -----
----- ----- -----
</TABLE>

(E) FIXED MATURITY INVESTMENTS

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1997
---------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. gov't and gov't agencies and authorities
(guaranteed and sponsored)...................................... $ 217 $ 3 $ (1) $ 219
U.S. gov't and gov't agencies and authorities
(guaranteed and sponsored) -- asset backed...................... 1,175 64 (35) 1,204
States, municipalities and political subdivisions................ 211 7 (1) 217
International governments........................................ 376 20 (3) 393
Public utilities................................................. 871 26 (3) 894
All other corporate including international...................... 5,033 200 (25) 5,208
All other corporate -- asset backed.............................. 4,091 41 (8) 4,124
Short-term investments........................................... 1,318 -- -- 1,318
Certificates of deposit.......................................... 593 10 (4) 599
---------- ----- ----- ----------
Total fixed maturities....................................... $13,885 $371 $(80) $14,176
---------- ----- ----- ----------
---------- ----- ----- ----------
</TABLE>

<TABLE>
<CAPTION>
AS OF DECEMBER 31, 1996
---------------------------------------------------
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED
COST GAINS LOSSES FAIR VALUE
---------- ----------- ----------- ----------
<S> <C> <C> <C> <C>
U.S. gov't and gov't agencies and authorities
(guaranteed and sponsored)...................................... $ 166 $ 12 $ (3) $ 175
U.S. gov't and gov't agencies and authorities
(guaranteed and sponsored) -- asset backed...................... 1,970 161 (128) 2,003
States, municipalities and political subdivisions................ 373 6 (11) 368
International governments........................................ 281 12 (4) 289
Public utilities................................................. 877 12 (8) 881
All other corporate including international...................... 4,656 120 (107) 4,669
All other corporate -- asset backed.............................. 3,601 49 (59) 3,591
Short-term investments........................................... 1,655 14 (21) 1,648
---------- ----- ----------- ----------
Total fixed maturities....................................... $13,579 $386 $(341) $13,624
---------- ----- ----------- ----------
---------- ----- ----------- ----------
</TABLE>

The amortized cost and estimated fair value of fixed maturity investments at
December 31, 1997 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including MBS and CMO's, are distributed to
maturity year based on the Company's estimates of the rate of future prepayments
of principal over the remaining lives of the securities. These estimates are
developed using prepayment speeds provided in broker consensus data. Such
estimates are derived from prepayment speeds experienced at the interest rate
levels projected for the applicable underlying collateral and can be expected to
vary from actual experience.

MATURITY

<TABLE>
<CAPTION>
AMORTIZED
COST FAIR VALUE
----------- -----------
<S> <C> <C>
One year or less......................... $ 2,838 $ 2,867
Over one year through five years......... 5,528 5,595
Over five years through ten years........ 3,094 3,156
Over ten years........................... 2,425 2,558
----------- -----------
Total................................ $ 13,885 $ 14,176
----------- -----------
----------- -----------
</TABLE>

<PAGE>

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

Sales of fixed maturities, excluding short-term fixed maturities, for the
years ended December 31, 1997, 1996 and 1995 resulted in proceeds of $4.2
billion, $3.5 billion and $4.8 billion, gross realized capital gains of $169,
$87 and $91, gross realized capital losses (including writedowns) of $176, $298
and $72, respectively. Sales of equity security investments for the years ended
December 31, 1997, 1996 and 1995 resulted in proceeds of $132, $74 and $64,
gross realized capital gains of $12, $2 and $28 and gross realized capital
losses of $0, $0 and $59, respectively.

(F) CONCENTRATION OF CREDIT RISK

Excluding investments in U.S. government and agencies, the Company has not
invested in the securities of a single issuer in amounts greater than 10% of
stockholder's equity at December 31, 1997.

(G) DERIVATIVE INSTRUMENTS

The Company utilizes a variety of derivative instruments, including swaps,
caps, floors, forwards and exchange traded futures and options, in accordance
with Company policy and in order to achieve one of three Company approved
objectives: to hedge risk arising from interest rate, price or currency exchange
rate volatility; to manage liquidity; or, to control transactions costs. The
Company utilizes derivative instruments to manage market risk through four
principal risk management strategies: hedging anticipated transactions, hedging
liability instruments, hedging invested assets and hedging portfolios of assets
and/or liabilities. The Company does not trade in these instruments for the
express purpose of earning trading profits.
The Company maintains a derivatives counterparty exposure policy which
establishes market-based credit limits, favors long-term financial stability and
creditworthiness, and typically requires credit enhancement/credit risk reducing
agreements. Credit risk is measured as the amount owed to the Company based on
current market conditions and potential payment obligations between the Company
and its counterparties. Credit exposures are quantified weekly and netted, and
collateral is pledged to or held by the Company to the extent the current value
of derivatives exceed exposure policy thresholds.

The Company's derivative program is monitored by an internal compliance unit
and is reviewed by senior management and Hartford Life's Finance Committee.
Notional amounts, which represent the basis upon which pay or receive amounts
are calculated and are not reflective of credit risk, pertaining to derivative
financial instruments (excluding the Company's guaranteed separate account
derivative investments), totaled $6.5 billion and $9.9 billion ($4.6 billion and
$7.4 billion related to the Company's investments, $1.9 billion and $2.5 billion
on the Company's liabilities) at December 31, 1997 and 1996, respectively.

The table below provides a summary of derivative instruments held by the
Company at December 31, 1997 and 1996, segregated by major investment and
liability category:

<TABLE>
<CAPTION>
1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
----------------------------------------------------------------------------------
PURCHASED
CAPS, FOREIGN
TOTAL ISSUED FLOORS INTEREST CURRENCY TOTAL
CARRYING CAPS & AND FUTURES RATE SWAPS NOTIONAL
ASSETS HEDGED VALUE FLOORS OPTIONS (2) SWAPS (3) AMOUNT
- ----------------------------------- -------- -------- ---------- ---------- ---------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
Asset backed securities (excluding
inverse floaters and
anticipatory)..................... $ 5,253 $ 500 $ 1,404 $ 28 $ 221 $-- $ 2,153
Inverse floaters (1)............... 75 47 80 -- 25 -- 152
Anticipatory (4)................... -- -- -- -- -- -- --
Other bonds and notes.............. 7,531 462 460 22 1,258 91 2,293
Short-term investments............. 1,317 -- -- -- -- -- --
-------- -------- ---------- --- ---------- --- ----------
Total fixed maturities......... 14,176 1,009 1,944 50 1,504 91 4,598
Equity securities, policy loans and
other investments................. 3,983 -- -- -- -- -- --
-------- -------- ---------- --- ---------- --- ----------
Total investments.............. $ 18,159 $ 1,009 $ 1,944 $ 50 $ 1,504 $91 $ 4,598
Long term debt................. -- -- -- -- -- -- --
Other policy claims............ -- 10 150 -- 1,747 -- 1,907
-------- -------- ---------- --- ---------- --- ----------
Total derivatives -- notional
value........................... $ 1,019 $ 2,094 $ 50 $ 3,251 $91 $ 6,505
-------- -------- ---------- --- ---------- --- ----------
Total derivatives -- fair value.... $ (8) $ 23 $ -- $ 19 $(6) $ 28
-------- -------- ---------- --- ---------- --- ----------
-------- -------- ---------- --- ---------- --- ----------
</TABLE>

<PAGE>

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

<TABLE>
<CAPTION>
1996 --AMOUNT HEDGED (NOTIONAL AMOUNTS)
--------------------------------------------------------------------------
FOREIGN
TOTAL ISSUED PURCHASED INTEREST CURRENCY TOTAL
CARRYING CAPS & CAPS, FLOORS RATE SWAPS NOTIONAL
ASSETS HEDGED VALUE FLOORS AND OPTIONS FUTURES (2) SWAPS (3) AMOUNT
- ----------------------------------- -------- ------- ------------ ----------- --------- -------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Asset backed securities (excluding
inverse floaters and
anticipatory)..................... $ 5,242 $ 500 $ 2,454 $ -- $ 941 $ -- $3,895
Inverse floaters (1)............... 352 98 856 -- 346 -- 1,300
Anticipatory (4)................... -- -- -- 132 -- -- 132
Other bonds and notes.............. 7,369 425 440 5 1,079 125 2,074
Short-term investments............. 661 -- -- -- -- -- --
-------- ------- ------------ ----- --------- -------- -------
Total fixed maturities......... 13,624 1,023 3,750 137 2,366 125 7,401
Equity securities, policy loans and
other investments................. 4,011 -- -- -- 19 -- 19
-------- ------- ------------ ----- --------- -------- -------
Total investments.............. $ 17,635 $ 1,023 $ 3,750 $ 137 $ 2,385 $ 125 $7,420
Long term debt................. -- -- -- -- -- -- --
Other policy claims............ -- 10 150 -- 2,351 -- 2,511
-------- ------- ------------ ----- --------- -------- -------
Total derivatives -- notional
value......................... $ 1,033 $ 3,900 $ 137 $ 4,736 $ 125 $9,931
-------- ------- ------------ ----- --------- -------- -------
Total derivatives -- fair
value......................... $ (10) $ 38 $ -- $ 2 $ (9 ) $ 21
-------- ------- ------------ ----- --------- -------- -------
-------- ------- ------------ ----- --------- -------- -------
</TABLE>

- ---------

(1) Inverse floaters are variations of collateralized mortgage obligations
("CMO's") for which the coupon rates move inversely with an index rate such as
the London interbank offered rate ("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, caps and floors.

(2) As of December 31, 1997 and 1996, over 44% and 39% , respectively, of
the notional futures contracts expire within one year.

(3) As of December 31, 1997 and 1996, over 16% and 42%, respectively, of
foreign currency swaps expire within one year; the balance matures over the
succeeding 9 years.

(4) Deferred gains and losses on anticipatory transactions are included in
the carrying value of fixed maturities 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, 1997, the Company had $0 deferred gains and
losses. At December 31, 1996, the Company had $0.9 in net deferred gains for
futures, interest rate swaps and purchased options of which $2.0 was basis
adjusted in 1997.

The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1997 and 1996:

<TABLE>
<CAPTION>
DECEMBER 31, 1996 MATURITIES/ DECEMBER 31, 1997
NOTIONAL AMOUNT ADDITIONS TERMINATIONS (1) NOTIONAL AMOUNT
----------------- -------- ----------------- -----------------
<S> <C> <C> <C> <C>
BY DERIVATIVE TYPE
Caps......................................... $1,755 $ 14 $ 530 $1,239
Floors....................................... 3,168 28 1,332 1,864
Swaps/Forwards............................... 4,861 941 2,460 3,342
Futures...................................... 137 131 218 50
Options...................................... 10 -- -- 10
------- -------- ------- -------
Total.................................... $9,931 $1,114 $4,540 $6,505
------- -------- ------- -------
BY STRATEGY
Liability.................................... $2,511 $ 191 $ 795 $1,907
Anticipatory................................. 132 4 136 --
Asset........................................ 2,112 739 1,046 1,805
Portfolio.................................... 5,176 180 2,563 2,793
------- -------- ------- -------
Total.................................... $9,931 $1,114 $4,540 $6,505
------- -------- ------- -------
------- -------- ------- -------
</TABLE>

- ---------

(1) During 1997, the Company had no significant gains or losses on terminations
of hedge positions using derivative financial instruments.
<PAGE>

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

5. FAIR VALUE OF FINANCIAL INSTRUMENTS

Statement of Financial Accounting Standards No. 107 "Disclosure about Fair
Value of Financial Instruments" requires disclosure of fair value information of
financial instruments. For certain financial instruments where quoted market
prices are not available, other independent valuation techniques and assumptions
are used. Because considerable judgment is used, these estimates are not
necessarily indicative of amounts that could be realized in a current market
exchange. SFAS No. 107 excludes certain financial instruments from disclosure,
including insurance contracts.

For cash, short-term investments, accounts receivable, policy loans,
mortgage loans and other liabilities, carrying amounts on the Consolidated
Balance Sheets approximate fair value.

Fair value for fixed maturities and marketable equity securities are based
upon quoted market prices. Fair value for securities that are not publicly
traded are analytically determined. These amounts are disclosed in Note 4 of
Notes to Consolidated Financial Statements.

The fair value of derivative financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a pricing
model which is validated through quarterly comparison to dealer quoted prices.
Amounts are disclosed in Note 4 of Notes to Consolidated Financial Statements.

Fair value for partnerships and trusts are based on external market
valuations from partnership and trust management.

Other policy claims and benefits payable fair value information is
determined by estimating future cash flows, discounted at the current market
rate.

The carrying amount and fair values of the Company's financial instruments
at December 31, 1997 and 1996 were as follows:

<TABLE>
<CAPTION>
1997 1996
------------------ ------------------
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- ------- --------- -------
<S> <C> <C> <C> <C>
ASSETS
Fixed maturities..................................... $ 14,176 $14,176 $ 13,624 $13,624
Equity securities.................................... 180 180 119 119
Policy loans......................................... 3,756 3,756 3,836 3,836
Mortgage loans....................................... -- -- 2 2
Investments in partnerships, trusts and other........ 47 91 54 104
LIABILITIES
Other policy benefits................................ $ 11,769 $11,755 $ 11,707 $11,469
</TABLE>

6. SEPARATE ACCOUNTS

The Company maintained separate account assets and liabilities totaling
$69.1 billion and $49.7 billion at December 31, 1997 and 1996, respectively,
which are reported at fair value. Separate account assets are segregated from
other investments and net investment income and net realized capital gains and
losses accrue directly to the policyholder. Separate accounts reflect two
categories of risk assumption: non-guaranteed separate accounts totaling $58.6
billion and $39.4 billion at December 31, 1997 and 1996, respectively, wherein
the policyholder assumes the investment risk, and guaranteed separate accounts
totaling $10.5 and $10.3 billion at December 31, 1997 and 1996, respectively,
wherein the Company contractually guarantees either a minimum return or account
value to the policyholder. Included in the non-guaranteed category were policy
loans totaling $1.9 billion and $2.0 billion at December 31, 1997 and 1996,
respectively. Net investment income (including net realized capital 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 were $699, $538 and $387 in 1997, 1996 and
1995, respectively. The guaranteed separate accounts include fixed market value
adjusted individual annuity and modified guaranteed life insurance. The average
credited interest rate on these contracts was 6.52% at December 31, 1997. The
assets that support these liabilities were comprised of $10.2 billion in fixed
maturities as of December 31, 1997. The portfolios are segregated from other
investments and are managed to minimize liquidity and interest rate risk. In
order to minimize the risk of disintermediation associated with early
withdrawals, fixed MVA 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 $119 in
carrying value and $3.0 billion in notional amounts as of December 31, 1997.
<PAGE>

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

7. INCOME TAX

Hartford Life and The Hartford have entered into a tax sharing agreement
under which each member 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 the Company, subject to certain adjustments, generally will
be determined as though the Company were filing 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 affiliated group of which The Hartford is the
common parent. To the extent allowed by law, it is the intention of The Hartford
and its subsidiaries to continue to file a single consolidated Federal income
tax return. The Company will continue to remit (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 36%, 35% and 32% in
1997, 1996 and 1995, respectively.

Income tax expense is as follows:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
-------------------------
1997 1996 1995
---- ------ ------
<S> <C> <C> <C>
Current...................................... $119 $ 122 $ 211
Deferred..................................... 48 (102) (149)
---- ------ ------
Income tax expense......................... $167 $ 20 $ 62
---- ------ ------
---- ------ ------
</TABLE>

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

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1997 1996 1995
--------- ----- -----
<S> <C> <C> <C>
Tax provision at the U.S. Federal statutory
rate...................................... $ 164 $ 20 $ 67
Tax-exempt income.......................... -- -- (3)
Foreign tax credit......................... -- -- (4)
Other...................................... 3 -- 2
--------- --- ---
Total.................................... $ 167 $ 20 $ 62
--------- --- ---
--------- --- ---
</TABLE>

Deferred tax assets include the following at December 31:

<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Tax return deferred acquisition costs............ $ 639 $ 514
Financial statement deferred acquisition costs
and reserves.................................... (366) (242)
Employee benefits................................ 5 8
Net unrealized capital gains on securities....... (96) (16)
Investments and other............................ 166 210
--------- ---------
Total.......................................... $ 348 $ 474
--------- ---------
--------- ---------
</TABLE>

Income taxes paid were $9, $189 and $162 in 1997, 1996 and 1995,
respectively. The Company had a current tax payment of $27 due to The Hartford
at December 31, 1997 and a tax refund due from The Hartford of $72 at December
31, 1996.

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax
Act of 1959 permitted the deferral from taxation of a portion of statutory
income under certain circumstances. In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and will be taxable in the
future only under conditions which management considers to be remote; therefore,
no Federal income taxes have been provided on this deferred income. The balance
for tax return purposes of the Policyholders' Surplus Account as of December 31,
1997 was $37.

8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS

(A) PENSION PLANS

The Company's employees are included in The Hartford'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 U.S. 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, $5 and $2 in 1997, 1996 and 1995,
respectively.

The Company also provides, through The Hartford, 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.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1997, 1996 and 1995,
respectively.

The assumed rate in the per capita cost of health care (the health care
trend rate) was 8.5% for 1997, 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,
<PAGE>

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

the effect will be amortized over the average future service of covered
employees.

(B) INVESTMENT AND SAVINGS PLAN
Substantially all employees of the Company are eligible to participate in The
Hartford's Investment and Savings Plan. Under this plan, designated
contributions, which may be invested in Class A Common Stock of Hartford Life or
certain other investments, are matched, up to 3% of compensation, by the
Company. The cost to the Company for the above-mentioned plans was approximately
$2 in 1997.

9. STOCK COMPENSATION PLANS

During the second quarter of 1997, Hartford Life adopted the 1997 HLI
Incentive Stock Plan (the "Plan"). Under the Plan, options granted may be either
non-qualified options or incentive stock options qualifying under Section 422A
of the Internal Revenue Code. The aggregate number of shares of Class A Common
Stock which may be awarded in any one year shall be subject to an annual limit.
The maximum number of shares of Class A Common Stock which may be granted under
the Plan in each year shall be 1.5% of the total issued and outstanding shares
of Hartford Life Class A Common Stock and treasury stock as reported in the
Annual Report on Hartford Life's Form 10-K for the preceding year plus unused
portions of such limit from prior years. In addition, no more than 5,000,000
shares of Class A Common Stock shall be cumulatively available for awards of
incentive stock options under the Plan, and no more than 20% of the total number
of shares on a cumulative basis shall be available for restricted stock and
performance shares.

All options granted have an exercise price equal to the market price of
Hartford Life's stock on the date of grant and an option's maximum term is ten
years. Certain nonperformance based options become exercisable upon the
attainment of specified market price appreciation of Hartford Life's common
shares or at seven years after the date of grant, while the remaining
nonperformance based options become exercisable over a three year period
commencing with the date of grant.

Also included in the Plan are long term performance awards which become
payable upon the attainment of specific performance goals achieved over a three
year period.

During the second quarter of 1997, Hartford Life established the HLI
Employee Stock Purchase Plan ("ESPP"). Under this plan, eligible employees of
Hartford Life and the Company may purchase Class A Common Stock of Hartford Life
at a 15% discount from the lower of the market price at the beginning or end of
the quarterly offering period. Hartford Life may sell up to 2,700,000 shares of
stock to eligible employees. Hartford Life sold 54,316 shares under the ESPP in
1997.

10. REINSURANCE

The Company cedes insurance to other insurers, including its parent HLA, 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.
Failure of reinsurers to honor their obligations could result in losses to the
Company. The Company evaluates the financial condition of its reinsurers and
monitors concentration of credit risk.

Net premiums and other considerations were comprised of the following:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
-------------------------------------
1997 1996 1995
--------- --------- ---------
<S> <C> <C> <C>
Gross premiums............................... $ 2,164 $ 2,138 $ 1,545
Assumed...................................... 159 190 591
Ceded........................................ (686) (623) (649)
--------- --------- ---------
Net premiums and other considerations...... $ 1,637 $ 1,705 $ 1,487
--------- --------- ---------
--------- --------- ---------
</TABLE>

The Company ceded approximately $76, $100 and $101 of group life premium in
1997, 1996 and 1995, respectively, representing $33.6 billion, $33.3 billion and
$32.3 billion of insurance in force, respectively. The Company ceded $339, $318
and $320 of accident and health premium to HLA in 1997, 1996 and 1995,
respectively. The Company assumed $89, $101 and $103 of premium in 1997, 1996
and 1995, respectively, representing $8.2 billion, $8.5 billion and $8.5 billion
of individual life insurance in force, respectively, from HLA.

Life reinsurance recoveries, which reduce death and other benefits,
approximated $158, $140 and $220 for the years ended December 31, 1997, 1996 and
1995, respectively.

As of December 31, 1997, the Company had reinsurance recoverables of $5.0
billion from Mutual Benefit Life Assurance Corporation ("Mutual Benefit"),
supported by assets in a security trust of $5.0 billion (including policy loans
and accrued interest of $4.5 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. The
Company has no other significant reinsurance-related concentrations of credit
risk.

11. RELATED PARTY TRANSACTIONS

Transactions of the Company with HA&I and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees,
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 The Hartford. 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,
<PAGE>

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

depending on type, are allocated based on either a percentage of direct expenses
or on utilization. Indirect expenses allocated to the Company by The Hartford
were $34, $40, and $45 in 1997, 1996 and 1995, respectively. Management believes
that the methods used are reasonable.

The rent paid to Hartford Fire for space occupied by the Company was $7 in
1997, and $3 in 1996 and 1995. The Company expects to pay annual rent of $7 in
1998 and 1999, respectively, $12 in 2000 and 2001, respectively, $13 in 2002 and
$87 thereafter, over the remaining term of the sublease, which expires on
December 31, 2009. Rental expense is recognized over a level basis over the term
of the sublease and amounted to approximately $9 in 1997 and $8 in 1996 and
1995.

12. STATUTORY RESULTS

The domestic insurance subsidiaries of Hartford Life 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.

<TABLE>
<CAPTION>
FOR THE YEARS ENDED
DECEMBER 31,
--------------------------
1997 1996 1995
------ ------ ------
<S> <C> <C> <C>
Statutory net income......................... $ 214 $ 144 $ 112
------ ------ ------
Statutory surplus............................ $1,441 $1,207 $1,125
------ ------ ------
------ ------ ------
</TABLE>

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 1998 is estimated to be $144.

13. COMMITMENTS AND CONTINGENT LIABILITIES

(A) LITIGATION

The Company is involved in pending and threatened litigation in the normal
course of its business in which claims for monetary and punitive damages have
been asserted. Although there can be no assurances, management, at the present
time, does not anticipate that the ultimate liability arising from such pending
or threatened litigation will have a material effect on the financial condition
or operating results of the Company.

(B) GUARANTY FUNDS

Under insurance guaranty fund laws 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 $15,
$11 and $10 in 1997, 1996 and 1995, respectively, of which $4, $5, and $6 were
estimated to be creditable against premium taxes.

14. BUSINESS SEGMENT INFORMATION

The Company, along with its parent, sells financial products such as fixed
and variable annuities, retirement plan services, and life and disability
insurance on both an individual and a group basis. The Company divides its core
businesses into three segments: Annuity, Individual Life Insurance, and Employee
Benefits. The Company also maintains a Guaranteed Investment Contracts segment,
which is primarily comprised of guaranteed rate contract business written prior
to 1995 and a Corporate Operation. The Annuity 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, interest-sensitive whole life, and term life policies. The
Employee Benefits segment sells group insurance products, including group life,
group short and long-term disability and corporate owned life insurance, and
engages in certain international operations. The Guaranteed Investment Contracts
segment sells a limited amount of guaranteed investment contracts and contains
Closed Book GRC. Through its Corporate Operation, the Company reports items that
are not directly allocable to any of its business segments. Included in the
Corporate Operation are unallocated income and expense and certain other items
not directly allocable to any segment. 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.
<PAGE>

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

The following table outlines revenues, operating income and assets by
business segment:

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
----------------------------------
1997 1996 1995
-------- -------- --------
<S> <C> <C> <C>
REVENUES
Annuity.............................................. $ 1,269 $ 968 $ 759
Individual Life Insurance............................ 487 440 383
Employee Benefits.................................... 972 1,366 1,273
Guaranteed Investment Contracts...................... 241 34 337
Corporate Operation.................................. 40 81 52
-------- -------- --------
Total revenues..................................... $ 3,009 $ 2,889 $ 2,804
-------- -------- --------
-------- -------- --------
INCOME (LOSS) BEFORE INCOME TAX EXPENSE (BENEFIT)
Annuity.............................................. $ 317 $ 226 $ 171
Individual Life Insurance............................ 85 68 56
Employee Benefits.................................... 53 44 37
Guaranteed Investment Contracts...................... -- (346) (103)
Corporate Operation.................................. 14 66 30
-------- -------- --------
Total income before income tax expense............. $ 469 $ 58 $ 191
-------- -------- --------
-------- -------- --------
ASSETS
Annuity $ 69,152 $ 52,877 $ 39,732
Individual Life Insurance............................ 4,918 3,753 3,173
Employee Benefits.................................... 18,196 14,708 13,494
Guaranteed Investment Contracts...................... 3,347 4,533 6,069
Corporate Operation.................................. 2,343 1,891 1,729
-------- -------- --------
Total assets....................................... $ 97,956 $ 77,762 $ 64,197
-------- -------- --------
-------- -------- --------
</TABLE>

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

SCHEDULE I -- SUMMARY OF INVESTMENTS OTHER THAN INVESTMENTS IN AFFILIATES
AS OF DECEMBER 31, 1997
(IN MILLIONS)

<TABLE>
<CAPTION>
AMOUNT AT
WHICH
FAIR SHOWN ON
TYPE OF INVESTMENT COST VALUE BALANCE SHEET
- --------------------------------------------- ------- ------- --------------
<S> <C> <C> <C>
Fixed Maturities
Bonds and Notes
U. S. gov't and gov't agencies and
authorities (guaranteed and sponsored) $ 217 $ 219 $ 219
U. S. gov't and gov't agencies and
authorities (guaranteed and sponsored) --
asset-backed.............................. 1,175 1,204 1,204
States, municipalities and political
subdivisions.............................. 211 217 217
International governments.................. 376 393 393
Public utilities........................... 871 894 894
All other corporate including
international............................. 5,033 5,208 5,208
All other corporate -- asset-backed........ 4,091 4,124 4,124
Short-term investments..................... 1,318 1,318 1,318
Certificates of deposit...................... 593 599 599
------- ------- -------
Total fixed maturities....................... 13,885 14,176 14,176
------- ------- -------
Equity Securities
Common Stocks
Public utilities........................... -- -- --
Banks, trusts and insurance companies...... -- -- --
Industrial and miscellaneous............... 166 180 180
Nonredeemable preferred stocks............. -- -- --
------- ------- -------
Total equity securities...................... 166 180 180
------- ------- -------
Total fixed maturities and equity
securities.................................. 14,051 14,356 14,356
------- ------- -------
Real Estate.................................. -- -- --
Other Investments
Mortgage loans on real estate.............. -- -- --
Policy loans............................... 3,756 3,756 3,756
Investments in partnerships, trusts and
other..................................... 47 91 47
------- ------- -------
Total other investments...................... 3,803 3,847 3,803
------- ------- -------
Total investments............................ $17,854 $18,203 $18,159
------- ------- -------
------- ------- -------
</TABLE>

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

SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
(IN MILLIONS)
<TABLE>
<CAPTION>
FUTURE
POLICY
BENEFITS,
UNPAID OTHER
DEFERRED CLAIMS POLICY
POLICY AND CLAIM CLAIMS AND PREMIUMS NET
ACQUISITION ADJUSTMENT BENEFITS AND OTHER INVESTMENT
SEGMENT COSTS EXPENSES PAYABLE CONSIDERATIONS INCOME
- --------------------------------------------- ----------- --------- ---------- --------------- ---------

<S> <C> <C> <C> <C> <C>
1997
Annuity...................................... $2,478 $2,070 $ 6,838 $ 769 $ 500
Individual Life Insurance.................... 837 392 2,182 323 164
Employee Benefits............................ -- 780 9,232 541 431
Guaranteed Investment Contracts.............. -- -- 2,782 2 239
Corporate Operation.......................... -- 28 -- 2 34
----------- --------- ---------- ------ ---------
Consolidated operations...................... $3,315 $3,270 $21,034 $1,637 $1,368
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

1996
Annuity...................................... $2,030 $1,526 $ 6,016 $ 535 $ 433
Individual Life Insurance.................... 730 346 2,160 287 153
Employee Benefits............................ -- 574 9,834 881 485
Guaranteed Investment Contracts.............. -- -- 4,124 2 251
Corporate Operation.......................... -- 28 -- -- 75
----------- --------- ---------- ------ ---------
Consolidated operations...................... $2,760 $2,474 $22,134 $1,705 $1,397
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

1995
Annuity...................................... $1,561 $1,314 $ 5,661 $ 319 $ 400
Individual Life Insurance.................... 615 706 1,932 246 137
Employee Benefits............................ 12 325 9,285 922 351
Guaranteed Investment Contracts.............. -- 28 5,720 -- 377
Corporate Operation.......................... -- -- -- -- 63
----------- --------- ---------- ------ ---------
Consolidated operations...................... $2,188 $2,373 $22,598 $1,487 $1,328
----------- --------- ---------- ------ ---------
----------- --------- ---------- ------ ---------

NET BENEFITS, AMORTIZATION
REALIZED CLAIMS AND OF DEFERRED
CAPITAL CLAIM POLICY
GAINS ADJUSTMENT ACQUISITION DIVIDENDS TO OTHER
SEGMENT (LOSSES) EXPENSES COSTS POLICYHOLDERS EXPENSES
- --------------------------------------------- ----------- ----------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
1997
Annuity...................................... $ -- $ 445 $250 $ -- $ 257
Individual Life Insurance.................... -- 242 83 -- 77
Employee Benefits............................ -- 425 2 240 252
Guaranteed Investment Contracts.............. -- 232 -- -- 9
Corporate Operation.......................... 4 35 -- -- (9)
----------- ----------- ----- ----- -----
Consolidated operations...................... $ 4 $1,379 $335 $240 $ 586
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
1996
Annuity...................................... $ -- $ 412 $174 $ -- $ 156
Individual Life Insurance.................... -- 245 59 -- 68
Employee Benefits............................ -- 546 -- 635 141
Guaranteed Investment Contracts.............. (219) 332 1 -- 47
Corporate Operation.......................... 6 -- -- -- 15
----------- ----------- ----- ----- -----
Consolidated operations...................... $(213) $1,535 $234 $635 $ 427
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
1995
Annuity...................................... $ -- $ 317 $117 $ -- $ 114
Individual Life Insurance.................... -- 203 70 -- 54
Employee Benefits............................ -- 424 -- 675 137
Guaranteed Investment Contracts.............. -- 453 12 -- 15
Corporate Operation.......................... (11) 25 -- -- (3)
----------- ----------- ----- ----- -----
Consolidated operations...................... $ (11) $1,422 $199 $675 $ 317
----------- ----------- ----- ----- -----
----------- ----------- ----- ----- -----
</TABLE>

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

SCHEDULE IV -- REINSURANCE
(IN MILLIONS)

<TABLE>
<CAPTION>
CEDED TO ASSUMED FROM PERCENTAGE
GROSS OTHER OTHER NET OF AMOUNT
AMOUNT COMPANIES COMPANIES AMOUNT ASSUMED TO NET
-------- -------------- -------------- -------- ---------------
<S> <C> <C> <C> <C> <C>
For the year ended December 31, 1997
Life insurance in force........................... $245,487 $ 178,771 $ 33,156 $ 99,872 33.2%
Insurance revenues
Life insurance and annuities.................... 1,818 340 157 1,635 9.6%
Accident and health insurance................... 346 346 2 2 100.0%
-------- -------------- ------- --------
Total insurance revenues.......................... $ 2,164 $ 686 $ 159 $ 1,637 9.7%
-------- -------------- ------- --------
-------- -------------- ------- --------
For the year ended December 31, 1996
Life insurance in force......................... $177,094 $ 106,146 $ 31,957 $102,905 31.1%
Insurance revenues
Life insurance and annuities.................... 1,801 298 169 1,672 10.1%
Accident and health insurance................... 337 325 21 33 63.6%
-------- -------------- ------- --------
Total insurance revenues.......................... $ 2,138 $ 623 $ 190 $ 1,705 11.1%
-------- -------------- ------- --------
-------- -------------- ------- --------
For the year ended December 31, 1995
Life insurance in force......................... $182,716 $ 112,774 $ 26,996 $ 96,938 27.8%
Insurance revenues
Life insurance and annuities.................... 1,232 325 574 1,481 38.8%
Accident and health insurance................... 313 324 17 6 283.3%
-------- -------------- ------- --------
Total insurance revenues.......................... $ 1,545 $ 649 $ 591 $ 1,487 39.7%
-------- -------------- ------- --------
-------- -------------- ------- --------
</TABLE>
<PAGE>

PART C

<PAGE>

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 Flexible Premium Variable Annuity Contract and
a Group Flexible Premium Variable Annuity Contract. (1)

(5) Form of Application. (1)

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

(6) (b) Bylaws of Hartford. (1)

(7) Not applicable.

(8) Not applicable.

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

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

______________________________
(1) Incorporated by reference to Post-Effective Amendment No. 16, to the
Registration Statement File No. 33-06952, dated May 1, 1995.

(2) Incorporated by reference to Post Effective Amendment No. 17, to the
Registration Statement File No. 33-06952, dated May 1, 1996.

(3) Incorporated by reference to Post Effective Amendment No. 18, to the
Registration Statement File No. 33-06952, filed on April 17, 1997.

<PAGE>

(11) No financial statements are omitted.

(12) Not applicable.

(13) Not applicable.

(14) Not applicable.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

Item 25. Directors and Officers of the Depositor

NAME POSITION WITH HARTFORD
- ---- ----------------------

Dong H. Ahn Vice President
Wendell J. Bossen Vice President
Gregory A. Boyko Senior Vice President, Chief Financial
Officer, and Treasurer, Director*
Peter W. Cummins Senior Vice President
Ann M. deRaismes Senior Vice President
Timothy M. Fitch Vice President and Actuary
David T. Foy Vice President
Bruce D. Gardner Vice President^
J. Richard Garrett Vice President and Assistant Treasurer
John P. Ginnetti Executive Vice President and Director,
Asset Management Services, Director*
William A. Godfrey, III Senior Vice President
Lynda Godkin Senior Vice President, General
Counseland Corporate Secretary,
Director*
Lois W. Grady Senior Vice President
Christopher Graham Vice President
Mark E. Hunt Vice President

<PAGE>

NAME POSITION WITH HARTFORD
- ---- ----------------------

Stephen T. Joyce Vice President
Michael D. Keeler Vice President
Robert A. Kerzner Senior Vice President
David N. Levenson Vice President
Steven M. Maher Vice President and Actuary
William B. Malchodi, Jr. Vice President
Raymond J. Marra Vice President
Thomas M. Marra Executive Vice President and Director
Individual Life andAnnuity Division,
Director*
Robert F. Nolan Vice President
Joseph J. Noto Vice President
Michael C. O'Halloran Vice President
Lawrence M. O'Rourke Vice President
Daniel E. O'Sullivan Vice President
Craig D. Raymond Senior Vice President and Chief Actuary
Mary P. Robinson Vice President
Donald A. Salama Vice President
Timothy P. Schiltz Vice President
Lowndes A. Smith President and Chief Operating Officer,
Director*
Keith A. Stevenson Vice President
EdwardA. Sweeney Vice President
Judith V. Tilbor Vice President
Raymond P. Welnicki Senior Vice President and Director,
Employee Benefit Division, Director*
Walter C. Welsh Senior Vice President

<PAGE>

NAME POSITION WITH HARTFORD
- ---- ----------------------

Lizabeth H. Zlatkus Senior Vice President, Director*
David M. Znamierowski Senior Vice President, Director*

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 February 28, 1998, there were 84,313 Contract Owners.

Item 28. Indemnification

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

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

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

<PAGE>

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

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

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

Item 29. Principal Underwriters

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

Hartford Life Insurance Company - Separate Account One
Hartford Life Insurance Company - Separate Account Two
Hartford Life Insurance Company - Separate Account 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)

<PAGE>

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

(b) Directors and Officers of HSD
<TABLE>
<CAPTION>

NAME AND PRINCIPAL POSITIONS AND OFFICES
BUSINESS ADDRESS WITH UNDERWRITER
------------------ ---------------------
<S> <C>
Lowndes A. Smith President and Chief Executive Officer,
Director
John P. Ginnetti Executive Vice President & Director
Thomas M. Marra Executive Vice President & Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary
Donald E. Waggaman, Jr. Treasurer
George R. Jay Controller

</TABLE>
Unless otherwise indicated, the principal business address of
each the above individuals is P.O. Box 2999, Hartford, CT
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.

<PAGE>

Item 32. Undertakings

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

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

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

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

The Registrant is relying on the no-action letter issued by the
Division of Investment Management to American Counsel of Life
Insurance, Ref. No. IP-6-88, November 28, 1988. The 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 certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and duly caused this Registration Statement to be
signed on its behalf, in the City of Hartford, and State of Connecticut on
this 10th day of April, 1998.

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT TWO
(Registrant)

*By: /s/ Thomas M. Marra *By: /s/Lynda Godkin
----------------------------------------- ----------------------
Thomas M. Marra, Executive Vice President Lynda Godkin
Attorney-in-Fact

HARTFORD LIFE INSURANCE COMPANY
(Depositor)

*By: /s/ Thomas M. Marra
-----------------------------------------
Thomas M. Marra, Executive Vice President

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons and in the
capacity and on the date indicated.

Gregory A. Boyko, Senior Vice President,
Chief Financial Officer & Treasurer, Director*

John P. Ginnetti, Executive Vice
President, Director*

Lynda Godkin, Senior Vice President,
General Counsel & Corporate Secretary, Director*

Thomas M. Marra, Executive Vice *By: /s/ Lynda Godkin
President, Director* -------------------
Lynda Godkin
Lowndes A. Smith, President & Attorney-In-Fact
Chief Operating Officer, Director*

Raymond P. Welnicki, Senior Vice
President, Director* Dated: April 10, 1998

Lizabeth H. Zlatkus, Senior Vice President,
Director*

David M. Znamierowski, Senior Vice President,
Director*

33-6952

<PAGE>

EXHIBIT INDEX

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

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

(15) Copy of Power of Attorney

(16) Organizational Chart

<PAGE>

EXHIBIT 9
[LOGO]
HARTFORD LIFE

April 10, 1998 Lynda Godkin
Senior Vice President, General
Counsel & Corporate Secretary
Law Department
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT 06089

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

Dear Sir/Madam:

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

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

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

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

Board of Directors
Hartford Life Insurance Company
April 10, 1998
Page 2

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

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

Sincerely,

/s/ Lynda Godkin

Lynda Godkin

<PAGE>

EXHIBIT 10

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

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

/s/ Arthur Andersen LLP

Hartford, Connecticut
April 13, 1998

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

POWER OF ATTORNEY
-----------------

Gregory A. Boyko
John P. Ginnetti
Lynda Godkin
Thomas M. Marra
Lowndes A. Smith
Raymond P. Welnicki
Lizabeth H. Zlatkus
David M. Znamierowski

do hereby jointly and severally authorize Lynda Godkin, Marianne O'Doherty,
and Leslie T. Soler 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/ Gregory A. Boyko Dated as of March 16, 1998
- --------------------------------------- --------------------------
Gregory A. Boyko

/s/ John P. Ginnetti Dated as of March 16, 1998
- --------------------------------------- --------------------------
John P. Ginnetti

/s/ Lynda Godkin Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lynda Godkin

/s/ Thomas M. Marra Dated as of March 16, 1998
- --------------------------------------- --------------------------
Thomas M. Marra

/s/ Lowndes A. Smith Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki Dated as of March 16, 1998
- --------------------------------------- --------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus Dated as of March 16, 1998
- --------------------------------------- --------------------------
Lizabeth H. Zlatkus

/s/ David M. Znamierowski Dated as of March 16, 1998
- --------------------------------------- --------------------------
David M. Znamierowski

<PAGE>

<S> <C>
THE HARTFORD
The Hartford Financial Services Group, Inc.
(Delaware)
|
- -------------------------------------------------------------------------------------------------------------
Nutmeg Insurance Company The Hartford Investment
(Connecticut) Management Company
| (Delaware)
Hartford Fire Insurance Company |
(Connecticut) Hartford Investment
| Services, Inc.
Hartford Accident and Indemnity Company (Connecticut)
(Connecticut)
|
Hartford Life, Inc.
(Delaware)
|
Hartford Life and Accident Insurance Company
(Connecticut)
|
|
|
- -------------------------------------------------------------------------------------------------------------
Alpine Life Hartford Financial Hartford Life American Maturity ITT Hartford Canada
Insurance Services Life Insurance Company Life Insurance Holdings, Inc.
Company Insurance Co. (Connecticut) Company (Canada)
(New Jersey) (Connecticut) | (Connecticut) |
| | |
| AML Financial, Inc. |
| (Connecticut) Hartford Life
| Insurance Company
| of Canada
| (Canada)
|
|
- -------------------------------------------------------------------------------------------------------------
Hartford Life and Annuity ITT Hartford International Hartford Financial Services Royal Life
Insurance Company Life Reassurance Corporation Corporation Insurance
(Connecticut) (Connecticut) (Delaware) Company of
| | America
| | (Connecticut)
| |
ITT Hartford Life, Ltd. |
(Bermuda) |
|
|
- -------------------------------------------------------------------------------------------------------------
MS Fund HL Funding HL Investment Hartford Hartford Securities Hartford-Comp. Emp.
America Company, Inc. Advisors, Inc. Equity Sales Distribution Benefit Service
1993-K, Inc. (Connecticut) (Connecticut) Company, Inc. Company, Inc. Company
(Delaware) | (Connecticut) (Connecticut) (Connecticut)
|
Hartford Investment
Financial Services
Company
(Delaware)
</TABLE>