HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO, 485APOS, 1999-07-19

HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
485APOS, 1999-07-19

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<PAGE>

As filed with the Securities and Exchange Commission on July 19, 1999.
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. 22 [X]
--------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 121 [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
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
--------
on __________________ pursuant to paragraph (b) of Rule 485
--------
60 days after filing pursuant to paragraph (a)(1) of Rule 485
--------
on ____________, 1998 pursuant to paragraph (a)(1) of Rule 485
--------
this post-effective amendment designates a new effective date for
-------- a previously

<PAGE>

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.

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

<PAGE>

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

<TABLE>
<CAPTION>
N-4 ITEM NO. PROSPECTUS HEADING
------------------------------------------------
<S> <C>
1. Cover Page Hartford Life Insurance
Company, The Separate Account

2. Definitions Definitions

3. Synopsis or Highlights Highlights

4. Condensed Financial Accumulation Unit Values
Information

5. General Description of General Contract Information
Registrant

6. Deductions The Contract: Charges and Fees

7. General Description of The Contract
Annuity Contracts

8. Annuity Period Annuity Payouts

9. Death Benefit The Contract: Death Benefit

10. Purchases and Contract Value The Contract

11. Redemptions The Contract: Surrenders

12. Taxes Federal Tax Considerations

13. Legal Proceedings Other Information: Legal Matters &
Experts

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

15. Cover Page Part B; Statement of Additional
Information

<PAGE>

16. Table of Contents Table of Contents

17. General Information and Description of Hartford Life
History Insurance Company

18. Services None

19. Purchase of Securities Distribution of Contracts
being Offered

20. Underwriters Distribution of Contracts

21. Calculation of Performance Calculation of Yield and Return
Data

22. Annuity Payments Annuity Payouts

23. Financial Statements Financial Statements

24. Financial Statements and Financial Statements and
Exhibits Exhibits

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

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

27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

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

31. Management Services Management Services

32. UNDERTAKINGS UNDERTAKINGS
</TABLE>

<PAGE>

HARTFORD LIFE INSURANCE COMPANY
The Director
SEPARATE ACCOUNT TWO
P. O. BOX 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
1-800-862-7155 (Registered Representatives)

This Prospectus describes information you should know before you purchase Series
II, Series IIR, Series III, Series IV or Series V of The Director variable
annuity. Please read it carefully.

The Director variable annuity is a contract between you and Hartford Life
Insurance Company where you agree to make at least one Premium Payment to us and
we agree to make a series of Annuity Payouts at a later date. This Annuity is a
flexible premium, tax-deferred, variable annuity offered to both individuals and
groups. It is:

- - Flexible, because you may add Premium Payments at any time.

- - Tax-deferred, which means you don't pay taxes until you take money out or
until we start to make Annuity Payouts.

- - Variable, because the value of your Annuity will fluctuate with the
performance of the underlying funds.

At the time you purchase your Annuity, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Annuity assets separate from our company assets. The Sub-Accounts
then purchase shares of mutual funds set up exclusively for variable annuity or
variable life insurance products. These funds are not the same mutual funds that
you buy through your stockbroker or through a retail mutual fund. They may have
similar investment strategies and the same portfolio managers as retail mutual
funds. This Annuity offers you Funds with investment strategies ranging from
conservative to aggressive and you may pick those Funds that meet your
investment goals and risk tolerance. The Sub-Accounts and the Funds are listed
below:

- - Hartford Advisers HLS Fund Sub-Account which purchases shares of Class IA
of Hartford Advisers HLS Fund, Inc.

- - Hartford Bond HLS Fund Sub-Account which purchases shares of Class IA of
Hartford Bond HLS Fund, Inc.

- - Hartford Capital Appreciation HLS Fund Sub-Account which purchases shares
of Class IA of Hartford Capital Appreciation HLS Fund, Inc.

- - Hartford Dividend and Growth HLS Fund Sub-Account which purchases shares of
Class IA of Hartford Dividend and Growth HLS Fund, Inc.

- - Hartford Global Leaders HLS Fund Sub-Account which purchases shares of
Class IA of Hartford Global Leaders HLS Fund of Hartford Series Fund, Inc.

<PAGE>

- - Hartford Growth and Income HLS Fund Sub-Account which purchases shares
of Class IA of Hartford Growth and Income HLS Fund of Hartford Series
Fund, Inc.

- - Hartford High Yield HLS Fund Sub-Account which purchases shares of Class
IA of Hartford High Yield HLS Fund of Hartford Series Fund, Inc.

- - Hartford Index HLS Fund Sub-Account which purchases shares of Class IA
of Hartford Index HLS Fund, Inc.

- - Hartford International Advisers HLS Fund Sub-Account which purchases
shares of Class IA of Hartford International Advisers HLS Fund, Inc.

- - Hartford International Opportunities HLS Fund Sub-Account which
purchases shares of Class IA of Hartford International Opportunities
HLS Fund, Inc.

- - Hartford MidCap HLS Fund Sub-Account which purchases shares of Class IA
of Hartford MidCap HLS Fund, Inc.

- - Hartford Money Market HLS Fund Sub-Account which purchases shares of
Class IA of Hartford Money Market HLS Fund, Inc.

- - Hartford Mortgage Securities HLS Fund Sub-Account that purchases shares
of Class IA of Hartford Mortgage Securities HLS Fund, Inc.

- - Hartford Small Company HLS Fund Sub-Account which purchases shares of
Class IA of Hartford Small Company HLS Fund, Inc.

- - Hartford Stock HLS Fund Sub-Account which purchases of Class IA of
Hartford Stock HLS Fund, Inc.

If you purchase Series III, Series IV or Series V, you may also allocate some or
all of your Premium Payment to the "Fixed Accumulation Feature", which pays an
interest rate guaranteed for a certain time period from the time the Premium
Payment is made. Premium Payments allocated to the Fixed Accumulation Feature
are not segregated from our company assets like the assets of the Separate
Account.

If you decide to buy this Annuity, you should keep this prospectus for your
records. You can also call us at 1-800-862-6668 to get a Statement of Additional
Information, free of charge. The Statement of Additional Information contains
more information about this Annuity and, like this prospectus, is filed with the
Securities and Exchange Commission ("SEC"). We have included the Table of
Contents for the Statement of Additional Information at the end of this
prospectus.

Although we file the prospectus and the Statement of Additional information with
the SEC, the SEC doesn't approve or disapprove these securities or determine if
the information is truthful or complete. Anyone who represents that the SEC does
these things may be guilty of a criminal offense. This Prospectus and the
Statement of Additional Information can also be obtained from the SEC's website
(HTTP://WWW.SEC.GOV).

This Annuity IS NOT:

- - A bank deposit or obligation

2
<PAGE>

- - Federally insured

- - Endorsed by any bank or governmental agency

This Annuity may not be available for sale in all states.

Prospectus Dated:
Statement of Additional Information Dated:

3
<PAGE>

TABLE OF CONTENTS

<TABLE>
<S> <C>
Definitions..................................................................6

Fee Table....................................................................9

Annual Fund Operating Expenses..............................................10

Accumulation Unit Values....................................................29

Highlights..................................................................33

General Contract Information................................................35
Hartford Life Insurance Company....................................35
The Separate Account...............................................35
The Funds..........................................................36

Performance Related Information.............................................40

The Fixed Accumulation Feature..............................................41

The Contract................................................................43
Purchases and Contract Value.......................................43
Charges and Fees...................................................47
Death Benefit......................................................50
Surrenders.........................................................53

Annuity Payouts.............................................................56

Other Programs Available....................................................59

Other Information...........................................................60
Year 2000..........................................................61

4
<PAGE>

Legal Matters and Experts..........................................63
More Information...................................................64

Federal Tax Considerations..................................................64
General............................................................64
Taxation of Hartford and the Separate Account......................64
Taxation of Annuities -- General Provisions Affecting Purchasers
Other Than Qualified Retirement Plans..............................65
Federal Income Tax Withholding.....................................66
General Provisions Affecting Qualified Retirement Plans............66
Annuity Purchases By Nonresident Aliens and Foreign Corporations...66

Appendix I - Series II of The Director Variable Annuity.....................67

Appendix II - Series IIR of The Director Variable Annuity...................69

Appendix III - Series III of The Director Variable Annuity..................71

Appendix IV - Series IV of The Director Variable Annuity....................73

Appendix V - Series V of The Director Variable Annuity......................75

Appendix VI - Information Regarding Tax-Qualified Plans.....................77

Table of Contents to Statement of Additional Information....................87
</TABLE>

5
<PAGE>

Definitions

These terms are capitalized when used throughout this prospectus. Please refer
to these defined terms if you have any questions as you read your prospectus.

Account: Any of the Sub-Accounts or Fixed Accumulation Feature (not available
for Series II or Series IIR).

Accumulation Units: If you allocate your Premium Payment to any of the
Sub-Accounts, we will convert those payments into Accumulation Units in the
selected Sub-Accounts. Accumulation Units are valued at the end of each
Valuation Day and are used to calculate the value of your Contract prior to
Annuitization.

Accumulation Unit Value: The daily price of Accumulation Units on any Valuation
Day.

Administrative Office of the Company: Our location and overnight mailing address
is: 200 Hopmeadow Street, Simsbury, Connecticut 06089. Our standard mailing
address is: Investment Product Services, P.O. Box 5085, Hartford, CT 06102-5085.

Anniversary Value: The value equal to the Contract Value as of a Contract
Anniversary, increased by the dollar amount of any Premium Payments made since
that anniversary and reduced by the dollar amount of any partial Surrenders
since that anniversary.

Annual Maintenance Fee: An annual $25 charge deducted on a Contract Anniversary
or upon full Surrender if the Contract Value at either of those times is less
than $50,000. The charge is deducted proportionately from each Account in which
you are invested.

Annual Withdrawal Amount: This is the amount you can Surrender per Contract Year
without paying a Contingent Deferred Sales Charge. This amount is
non-cumulative, meaning that it cannot be carried over from one year to the
next.

Annuitant: The person on whose life the Contract is based. The Annuitant may not
be changed after your Contract is issued.

Annuity Commencement Date: The date we start to make Annuity Payouts.

Annuity Payout: The money we pay out after the Annuity Commencement Date for the
duration and frequency you select.

Annuity Payout Option: Any of the options available for payout after the Annuity
Commencement Date or death of the Contract Owner or Annuitant.

Annuity Unit: The unit of measure we use to calculate the value of your Annuity
Payouts under a variable dollar amount Annuity Payout Option.

6
<PAGE>

Annuity Unit Value: The daily price of Annuity Units on any Valuation Day.

Beneficiary: The person(s) entitled to receive a Death Benefit upon the death of
the Contract Owner or Annuitant.

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

Commuted Value: The present value of any remaining guaranteed Annuity Payouts.

Contingent Annuitant: The person you may designate to become the Annuitant if
the original Annuitant dies before the Annuity Commencement Date. You must name
a Contingent Annuitant before the original Annuitant's death.

Contingent Deferred Sales Charge: The deferred sales charge that may apply when
you make a full or partial Surrender.

Contract Anniversary: The anniversary of the date we issued your Contract. If
the Contract Anniversary falls on a Non-Valuation Day, then the Contract
Anniversary will be the next Valuation Day.

Contract Owner or you: The owner or holder of this Annuity. We do not capitalize
"you" in the prospectus.

Contract Value: The total value of the Accounts on any Valuation Day.

Contract Year: Any 12 month period between Contract Anniversaries, beginning
with the date the Contract was issued.

Death Benefit: The amount payable after the Contract Owner or the Annuitant
dies.

Dollar Cost Averaging: A program that allows you to systematically make
transfers between Accounts available in your Contract.

Fixed Accumulation Feature: Part of our General Account, where you may allocate
all or a portion of your Contract Value. In your Contract, this is defined as
the "Fixed Account". This Account is not available for Series II or Series IIR.

General Account: The General Account includes our company assets and any money
you have invested in the Fixed Accumulation Feature.

Hartford, we or our: Hartford Life Insurance Company. Only Hartford is a
capitalized term in the prospectus.

Joint Annuitant: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout

7
<PAGE>

Option provides for a survivor. The Joint Annuitant may not be
changed.

Maximum Anniversary Value: This is the highest Anniversary Value prior to the
deceased's 81st birthday or the date of death, if earlier. This is not available
in Series II, Series IIR, Series III, Series VI or Series V.

Net Investment Factor: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next, and is also used to calculate
your Annuity Payout amount.

Non-Valuation Day: Any day the New York Stock Exchange is not open for trading.

Optional Death Benefit Rider: This is an amendment to your contract, which
if you elect it, allows you to add the Optional Death Benefit to and modify
the spousal contract continuation provision of your annuity. To elect the
Optional Death Benefit Rider you will have to pay an additional charge of on
a daily basis, which is equal to an annual charge of .15% of your Contract
Value, invested in the Funds.

Payee: The person or party you designate to receive Annuity Payouts.

Premium Payment: Money sent to us to be invested in your Annuity.

Premium Tax: A tax charged by a state or municipality on Premium Payments.

Required Minimum Distribution: A federal requirement that individuals age 70 1/2
and older must take a distribution from their tax-qualified retirement account
by December 31, each year. For employer sponsored Qualified Contracts, the
individual must begin taking distributions at the age of 70 1/2 or upon
retirement, whichever comes later.

Sub-Account Value: The value on or before the Annuity Calculation Date, which is
determined on any day by multiplying the number of Accumulation Units by the
Accumulation Unit Value for that Sub-Account.

Surrender: A complete or partial withdrawal from your Contract.

Surrender Value: The amount we pay you if you terminate your Contract before the
Annuity Commencement Date. The Surrender Value is equal to the Contract Value
minus any applicable charges.

Valuation Day: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange, generally 4:00 p.m. Eastern Time.

Valuation Period: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.

8
<PAGE>

FEE TABLE
Summary

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

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium payments)........ None
Exchange Fee................................................................. $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year 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%
OPTIONAL DEATH BENEFIT RIDER:
OPTIONAL DEATH BENEFIT RIDER CHARGE (as a percentage
of Sub-Account Value)................................................. 0.15%
</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.

The purpose of the Fee Tables and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Tables and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. 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. We do this by approximating an "average"
0.06% annual charge.

9
<PAGE>

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

<TABLE>
<CAPTION>
TOTAL FUND
MANAGEMENT OPERATING
FEES EXPENSES
INCLUDING OTHER INCLUDING
WAIVERS EXPENSES WAIVERS
<S> <C> <C> <C>
Hartford Bond HLS Fund............................. 0.482% 0.021% 0.503%
Hartford Stock HLS Fund............................ 0.439% 0.018% 0.457%
Hartford Money Market HLS Fund..................... 0.433% 0.015% 0.448%
Hartford Advisers HLS Fund......................... 0.616% 0.018% 0.634%
Hartford Capital Appreciation HLS Fund............. 0.623% 0.019% 0.642%
Hartford Mortgage Securities HLS Fund.............. 0.432% 0.030% 0.462%
Hartford Index HLS Fund............................ 0.382% 0.019% 0.401%
Hartford International Opportunities HLS Fund...... 0.681% 0.090% 0.771%
Hartford Dividend & Growth HLS Fund................ 0.641% 0.018% 0.659%
Hartford International Advisers HLS Fund........... 0.755% 0.108% 0.863%
Hartford MidCap HLS Fund........................... 0.759% 0.034% 0.793%
Hartford Small Company HLS Fund.................... 0.753% 0.019% 0.772%
Hartford Global Leaders HLS Fund(1)................ 0.487% 0.120% 0.607%
Hartford Growth & Income HLS Fund.................. 0.767% 0.040% 0.807%
Hartford High Yield HLS Fund(1).................... 0.487% 0.035% 0.522%
</TABLE>

(1)Hartford Global Leaders HLS Fund and Hartford Growth and Income HLS Fund
are new Funds. "Total Fund Operating Expenses" are based on annualized
estimates of such expenses to be incurred in the current fiscal year. HL
Investment Advisors, LLC has agreed to waive its fees for these until the
assets of the Funds (excluding assets contributed by companies affiliated
with HL Investment Advisors, LLC) reach $20 million. Before this waiver, the
Management Fee and Total Fund Operating Expenses would be:

<TABLE>
<CAPTION>
Total Fund
Management Other Expenses Operating
Fees Expenses
<S> <C> <C> <C>
Hartford Global Leaders HLS Fund 0.775% 0.120% 0.895%
Hartford High Yield HLS Fund 0.775% 0.035% 0.810%
</TABLE>

10
<PAGE>

EXAMPLE - DIRECTOR II
This Example assumes you did not select the Optional Death Benefit Rider.
- -------------------- --------------------------------- ---------------------------------- --------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5% annual
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual return on assets: return on assets:
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond $63 $93 $116 $213 $18 $57 $98 $213 $18 $57 $98 $213
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Stock 63 92 114 208 17 55 95 208 18 56 96 208
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Money 63 91 114 207 17 55 95 207 18 55 96 207
Market HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Advisers 65 97 123 227 19 61 105 227 20 61 105 227
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Capital 65 98 124 228 19 61 105 228 20 62 106 228
Appreciation
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Mortgage 63 92 114 209 18 55 96 208 18 56 96 209
Securities
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Index 62 90 111 202 17 53 92 202 17 54 93 202
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford 66 102 130 242 21 65 112 241 21 66 112 242
International
Opportunities
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Dividend 65 98 125 230 20 62 106 229 20 62 107 230
& Growth HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford 67 104 135 252 22 68 117 251 22 68 117 252
International
Advisers HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford MidCap 66 102 132 244 21 66 113 244 21 66 114 244
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Small 66 102 130 242 21 65 112 241 21 66 112 242
Company HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
</TABLE>

EXAMPLE - DIRECTOR II
This Example assumes you did select the Optional Death Benefit Rider.
- -------------------- --------------------------------- ---------------------------------- --------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5% annual
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual return on assets: return on assets:
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond $63 $93 $116 $213 $18 $57 $98 $213 $18 $57 $98 $213
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Stock 63 92 114 208 17 55 95 208 18 56 96 208
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Money 63 91 114 207 17 55 95 207 18 55 96 207
Market HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Advisers 65 97 123 227 19 61 105 227 20 61 105 227
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Capital 65 98 124 228 19 61 105 228 20 62 106 228
Appreciation
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Mortgage 63 92 114 209 18 55 96 208 18 56 96 209
Securities
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Index 62 90 111 202 17 53 92 202 17 54 93 202
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford 66 102 130 242 21 65 112 241 21 66 112 242
International
Opportunities
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Dividend 65 98 125 230 20 62 106 229 20 62 107 230
& Growth HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford 67 104 135 252 22 68 117 251 22 68 117 252
International
Advisers HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford MidCap 66 102 132 244 21 66 113 244 21 66 114 244
HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Small 66 102 130 242 21 65 112 241 21 66 112 242
Company HLS Fund
- -------------------- ------- -------- ------- -------- ------- -------- ------- --------- -------- -------- --------- ----------
</TABLE>

11
<PAGE>

FEE TABLE
Summary

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

- -----

(1) Length of time from premium payment.
(3) 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.

<PAGE>

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

13
<PAGE>

<TABLE>
<CAPTION>
EXAMPLE - DIRECTOR II-R
This Example assumes you did not select the Optional Death Benefit Rider.
- -------------------- --------------------------------- ---------------------------------- --------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5% annual
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual return on assets: return on assets:
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond
HLS Fund $63 $93 $116 $213 $18 $57 $98 $213 $18 $57 $98 $213
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Stock
HLS Fund 63 92 114 208 17 55 95 208 18 56 96 208
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Money
Market HLS Fund 63 91 114 207 17 55 95 207 18 55 96 207
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Advisers
HLS Fund 65 97 123 227 19 61 105 227 20 61 105 227
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Capital
Appreciation
HLS Fund 65 98 124 228 19 61 105 228 20 62 106 228
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Mortgage
Securities HLS
Fund 63 92 114 209 18 55 96 208 18 56 96 209
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Index HLS
Fund 62 90 111 202 17 53 92 202 17 54 93 202
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford
International
Opportunities
HLS Fund 66 102 130 242 21 65 112 241 21 66 112 242
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Dividend
& Growth HLS Fund 65 98 125 230 20 62 106 229 20 62 107 230
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford
International
Advisers HLS Fund 67 104 135 252 22 68 117 251 22 68 117 252
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford MidCap
HLS Fund 66 102 132 244 21 66 113 244 21 66 114 244
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Small
Company HLS Fund 66 102 130 242 21 65 112 241 21 66 112 242
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE - DIRECTOR II-R
This Example assumes you did select the Optional Death Benefit Rider.
- -------------------- --------------------------------- ---------------------------------- --------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5% annual
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual return on assets: return on assets:
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond
HLS Fund $63 $93 $116 $213 $18 $57 $98 $213 $18 $57 $98 $213
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Stock
HLS Fund 63 92 114 208 17 55 95 208 18 56 96 208
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Money
Market HLS Fund 63 91 114 207 17 55 95 207 18 55 96 207
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Advisers
HLS Fund 65 97 123 227 19 61 105 227 20 61 105 227
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Capital
Appreciation
HLS Fund 65 98 124 228 19 61 105 228 20 62 106 228
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Mortgage
Securities HLS
Fund 63 92 114 209 18 55 96 208 18 56 96 209
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Index HLS
Fund 62 90 111 202 17 53 92 202 17 54 93 202
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford
International
Opportunities
HLS Fund 66 102 130 242 21 65 112 241 21 66 112 242
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Dividend
& Growth HLS Fund 65 98 125 230 20 62 106 229 20 62 107 230
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford
International
Advisers HLS Fund 67 104 135 252 22 68 117 251 22 68 117 252
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford MidCap
HLS Fund 66 102 132 244 21 66 113 244 21 66 114 244
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
Hartford Small
Company HLS Fund 66 102 130 242 21 65 112 241 21 66 112 242
- -------------------- --------- -------- ------- ------- ------- -------- ------- --------- -------- -------- --------- ----------
</TABLE>

14
<PAGE>

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

<TABLE>
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium payments)........ None
Exchange Fee................................................................. $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year(1).......................................................... 6%
Second Year............................................................ 6%
Third Year............................................................. 6%
Fourth Year............................................................ 6%
Fifth Year............................................................. 5%
Sixth Year............................................................. 4%
Seventh Year........................................................... 0%
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%
Optional Death Benefit Rider:
Optional Death Benefit Rider Charge (as a percentage
of Sub-Account Value)................................................... 0.15%
</TABLE>

- -----

15
<PAGE>

16
<PAGE>

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

17
<PAGE>

EXAMPLE - DIRECTOR III
This Example assumes that you did not select the Optional Death Benefit Rider.
- -------------------- ---------------------------------- --------------------------------- -----------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your Contract,
at the end of the applicable at the end of the applicable you would pay the following expenses
time period, you would pay the time period, you would pay the a $1,000 investment, assuming a 5%
following expenses on a $1,000 following expenses on a $1,000 annual return on assets:
investment, assuming a 5% annual investment, assuming a 5%
return on assets: annual return on assets:
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond $72 $111 $143 $213 $18 $57 $98 $213 $18 $57 $98 $213
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Stock 72 110 141 208 17 55 95 208 18 56 96 208
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Money 72 109 141 207 17 55 95 207 18 55 96 207
Market
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Advisers 74 115 150 227 19 61 105 227 20 61 105 227
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Capital 74 116 151 228 19 61 105 228 20 62 106 228
Appreciation
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Mortgage 72 110 141 209 18 55 96 208 18 56 96 209
Securities
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Index 71 108 138 202 17 53 92 202 17 54 93 202
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford 75 120 157 242 21 65 112 241 21 66 112 242
International
Opportunities
Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Dividend 74 116 152 230 20 62 106 229 20 62 107 230
& Growth HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford 76 122 162 252 22 68 117 251 22 68 117 252
International
Advisers HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford MidCap 75 120 159 244 21 66 113 244 21 66 114 244
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Small 75 120 157 242 21 65 112 241 21 66 112 242
Company HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
</TABLE>

EXAMPLE - DIRECTOR III
This Example assumes you did select the Optional Death Benefit Rider.
- -------------------- ---------------------------------- --------------------------------- -----------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your Contract,
at the end of the applicable at the end of the applicable you would pay the following expenses
time period, you would pay the time period, you would pay the a $1,000 investment, assuming a 5%
following expenses on a $1,000 following expenses on a $1,000 annual return on assets:
investment, assuming a 5% annual investment, assuming a 5%
return on assets: annual return on assets:
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond $72 $111 $143 $213 $18 $57 $98 $213 $18 $57 $98 $213
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Stock 72 110 141 208 17 55 95 208 18 56 96 208
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Money 72 109 141 207 17 55 95 207 18 55 96 207
Market HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Advisers 74 115 150 227 19 61 105 227 20 61 105 227
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Capital 74 116 151 228 19 61 105 228 20 62 106 228
Appreciation
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Mortgage 72 110 141 209 18 55 96 208 18 56 96 209
Securities
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Index 71 108 138 202 17 53 92 202 17 54 93 202
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford 75 120 157 242 21 65 112 241 21 66 112 242
International
Opportunities
Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Dividend 74 116 152 230 20 62 106 229 20 62 107 230
& Growth HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford 76 122 162 252 22 68 117 251 22 68 117 252
International
Advisers HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford MidCap 75 120 159 244 21 66 113 244 21 66 114 244
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
Hartford Small 75 120 157 242 21 65 112 241 21 66 112 242
Company HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- ---------- ---------- ----------
</TABLE>

18
<PAGE>

FEE TABLE

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

19
<PAGE>

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

20
<PAGE>

<TABLE>
<CAPTION>
EXAMPLE - DIRECTOR IV
This Example assumes you did not select the Optional Death Benefit Rider.
- -------------------- ---------------------------------- --------------------------------- -------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5% annual
investment, assuming a 5% annual investment, assuming a 5% return on assets:
return on assets: annual return on assets:
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond $81 $102 $125 $213 $18 $57 $98 $213 $18 $57 $98 $213
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Stock 81 101 123 208 17 55 95 208 18 56 96 208
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Money 81 100 123 207 17 55 95 207 18 55 96 207
Market HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Advisers 83 106 132 227 19 61 105 227 20 61 105 227
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Capital 83 107 133 228 19 61 105 228 20 62 106 228
Appreciation
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Mortgage 81 101 123 209 18 55 96 208 18 56 96 209
Securities HLS
Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Index 80 99 120 202 17 53 92 202 17 54 93 202
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford 84 111 139 242 21 65 112 241 21 66 112 242
International
Opportunities
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Dividend 83 107 134 230 20 62 106 229 20 62 107 230
& Growth HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford 85 113 144 252 22 68 117 251 22 68 117 252
International
Advisers HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford MidCap 84 111 141 244 21 66 113 244 21 66 114 244
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Small
Company HLS Fund 84 111 139 242 21 65 112 241 21 66 112 242
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE - DIRECTOR IV
This Example assumes you did select the Optional Death Benefit Rider.
- -------------------- ---------------------------------- --------------------------------- -------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5% annual
investment, assuming a 5% annual investment, assuming a 5% return on assets:
return on assets: annual return on assets:
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond $81 $102 $125 $213 $18 $57 $98 $213 $18 $57 $98 $213
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Stock 81 101 123 208 17 55 95 208 18 56 96 208
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Money 81 100 123 207 17 55 95 207 18 55 96 207
Market HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Advisers 83 106 132 227 19 61 105 227 20 61 105 227
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Capital 83 107 133 228 19 61 105 228 20 62 106 228
Appreciation
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Mortgage 81 101 123 209 18 55 96 208 18 56 96 209
Securities HLS
Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Index 80 99 120 202 17 53 92 202 17 54 93 202
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford 84 111 139 242 21 65 112 241 21 66 112 242
International
Opportunities
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Dividend 83 107 134 230 20 62 106 229 20 62 107 230
& Growth HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford 85 113 144 252 22 68 117 251 22 68 117 252
International
Advisers HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford MidCap 84 111 141 244 21 66 113 244 21 66 114 244
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Small
Company HLS Fund 84 111 139 242 21 65 112 241 21 66 112 242
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
</TABLE>

21
<PAGE>

FEE TABLE

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

22
<PAGE>

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

23
<PAGE>

<TABLE>
<CAPTION>
EXAMPLE - DIRECTOR V
This Example assumes you did not select the Optional Death Benefit Rider.
- -------------------- ---------------------------------- --------------------------------- -------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5% annual
investment, assuming a 5% annual investment, assuming a 5% return on assets:
return on assets: annual return on assets:
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond $81 $102 $125 $213 $18 $57 $98 $213 $18 $57 $98 $213
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Stock 81 101 123 208 17 55 95 208 18 56 96 208
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Money 81 100 123 207 17 55 95 207 18 55 96 207
Market HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Advisers 83 106 132 227 19 61 105 227 20 61 105 227
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Capital 83 107 133 228 19 61 105 228 20 62 106 228
Appreciation
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Mortgage 81 101 123 209 18 55 96 208 18 56 96 209
Securities HLS
Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Index 80 99 120 202 17 53 92 202 17 54 93 202
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford 84 111 139 242 21 65 112 241 21 66 112 242
International
Opportunities
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Dividend 83 107 134 230 20 62 106 229 20 62 107 230
& Growth HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford 85 113 144 252 22 68 117 251 22 68 117 252
International
Advisers HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford MidCap 84 111 141 244 21 66 113 244 21 66 114 244
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Small 84 111 139 242 21 65 112 241 21 66 112 242
Company HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
</TABLE>

<TABLE>
<CAPTION>
EXAMPLE - DIRECTOR V
This Example assumes you did select the Optional Death Benefit Rider.
- -------------------- ---------------------------------- --------------------------------- -------------------------------------
If you surrender your Contract If you annuitize your Contract If you do not surrender your
at the end of the applicable at the end of the applicable Contract, you would pay the
time period, you would pay the time period, you would pay the following expenses on a $1,000
following expenses on a $1,000 following expenses on a $1,000 investment, assuming a 5% annual
investment, assuming a 5% annual investment, assuming a 5% return on assets:
return on assets: annual return on assets:
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Hartford Bond $81 $102 $125 $213 $18 $57 $98 $213 $18 $57 $98 $213
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Stock 81 101 123 208 17 55 95 208 18 56 96 208
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Money 81 100 123 207 17 55 95 207 18 55 96 207
Market HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Advisers 83 106 132 227 19 61 105 227 20 61 105 227
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Capital 83 107 133 228 19 61 105 228 20 62 106 228
Appreciation
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Mortgage 81 101 123 209 18 55 96 208 18 56 96 209
Securities
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Index 80 99 120 202 17 53 92 202 17 54 93 202
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford 84 111 139 242 21 65 112 241 21 66 112 242
International
Opportunities
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Dividend 83 107 134 230 20 62 106 229 20 62 107 230
& Growth HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford 85 113 144 252 22 68 117 251 22 68 117 252
International
Advisers HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford MidCap 84 111 141 244 21 66 113 244 21 66 114 244
HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
Hartford Small 84 111 139 242 21 65 112 241 21 66 112 242
Company HLS Fund
- -------------------- -------- -------- ------- -------- ------- -------- -------- ------- -------- -------- -------- ----------
</TABLE>

<PAGE>

FEE TABLE
Summary

DIRECTOR VI

CONTRACT OWNER TRANSACTION EXPENSES
SALES LOAD IMPOSED ON PURCHASES (as a percentage of Premium Payments). None
DEFERRED SALES CHARGE (as a percentage of amounts Surrendered)
First Year (1). . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Second Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Third Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Fourth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Fifth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Sixth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3%
Seventh Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%
Eighth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
ANNUAL MAINTENANCE FEE(2) $30
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average
Sub-Account Value)
MORTALITY AND EXPENSE RISK CHARGE 1.25%
OPTIONAL DEATH BENEFIT RIDER:
OPTIONAL DEATH BENEFIT RIDER CHARGE (as a percentage
of Sub-Account Value) 0.15%

(1) Length of time from Premium Payment.
(2) An annual $30 charge deducted on a Contract Anniversary or upon full
Surrender if the Contract Value at either of those times is less than
$50,000. The charge is deducted proportionately from each Account in which
you are invested.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. 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. We do this by approximating an "average" 0.08% annual
charge.

25
<PAGE>

ANNUAL FUND OPERATING EXPENSES
(As a percentage of average net assets)

MANAGEMENT OTHER TOTAL FUND
FEES EXPENSES OPERATING
INCLUDING EXPENSES
WAIVERS INCLUDING
WAIVERS
<S> <C> <C> <C>
Hartford Advisers HLS Fund . . . . . . . . . . . . 0.616% 0.018% 0.634%
Hartford Bond HLS Fund . . . . . . . . . . . . . . 0.482% 0.021% 0.503%
Hartford Capital Appreciation HLS Fund . . . . . . 0.623% 0.019% 0.642%
Hartford Dividend & Growth HLS Fund . . . . . . . 0.641% 0.018% 0.659%
Hartford Global Leaders HLS Fund (1) . . . . . . . 0.487% 0.120% 0.607%
Hartford Growth and Income HLS Fund. . . . . . . . 0.767% 0.040% 0.807%
Hartford High Yield HLS Fund (1) . . . . . . . . . 0.487% 0.035% 0.522%
Hartford Index HLS Fund. . . . . . . . . . . . . . 0.382% 0.019% 0.401%
Hartford International Advisers HLS Fund . . . . . 0.755% 0.108% 0.863%
Hartford International Opportunities HLS Fund . . 0.681% 0.090% 0.771%
Hartford MidCap HLS Fund . . . . . . . . . . . . . 0.759% 0.034% 0.793%
Hartford Money Market HLS Fund . . . . . . . . . . 0.433% 0.015% 0.448%
Hartford Mortgage Securities HLS Fund . . . . . . 0.432% 0.030% 0.462%
Hartford Small Company HLS Fund. . . . . . . . . . 0.753% 0.019% 0.772%
Hartford Stock HLS Fund. . . . . . . . . . . . . . 0.439% 0.018% 0.457%

</TABLE>

(1) Hartford Global Leaders HLS Fund and Hartford High Yield HLS Fund are new
Funds. "Total Fund Operating Expenses" are based on annualized estimates
of such expenses to be incurred in the current fiscal year. HL Investment
Advisors, Inc. has agreed to waive its fees for these until the assets of
the Funds (excluding assets contributed by companies affiliated with HL
Investment Advisors, Inc.) reach $20 million. Before this waiver, the
Management Fee and Total Fund Operating Expenses would be:

TOTAL FUND
MANAGEMENT OTHER OPERATING
FEES EXPENSES EXPENSES
<S> <C> <C> <C>
Hartford Global Leaders Fund 0.775% 0.120% 0.895%
Hartford High Yield Fund 0.775% 0.035% 0.810%

</TABLE>

26
<PAGE>

EXAMPLE - DIRECTOR VI
This Example assumes you did not select the Optional Death Benefit Rider.

If you Surrender your Contract at the end of
the applicable time period you would pay the
following expenses on a $1,000 investment,
assuming a 5% annual return on assets:
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Hartford Bond HLS Fund $73 $103 $135 $214
Hartford Stock HLS Fund 72 101 133 209
Hartford Money Market HLS Fund 72 101 132 208
Hartford Advisers HLS Fund 74 107 142 229
Hartford Capital 74 107 142 229
Appreciation HLS Fund
Hartford Mortgage Securities
HLS Fund 72 101 133 210
Hartford Index HLS Fund 72 99 130 203
Hartford International 75 111 149 243
Opportunities HLS Fund
Hartford Dividend & Growth HLS
Fund 74 107 143 231
Hartford International Advisers
HLS Fund 76 114 154 253
Hartford MidCap HLS Fund 76 112 150 245
Hartford Small Company HLS Fund 75 111 149 243
Hartford Growth and Income HLS
Fund 76 112 151 247
Hartford High Yield HLS Fund 73 109 N/A N/A
Hartford Global Leaders HLS Fund 74 112 N/A N/A

If you annuitize your Contract at the end of
the applicable time period you would pay the
following expenses on a $1,000 investment,
assuming a 5% annual return on assets:

SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Hartford Bond HLS Fund $18 $57 $98 $214
Hartford Stock HLS Fund 17 55 96 209
Hartford Money Market HLS 17 55 95 208
Hartford Advisers HLS Fund 19 61 105 228
Hartford Capital 19 61 106 229
Appreciation HLS Fund
Hartford Mortgage Securities HLS Fund 18 56 96 209
Hartford Index HLS Fund 17 54 93 203
Hartford International 21 65 112 242
Opportunities HLS Fund
Hartford Dividend & Growth HLS Fund 20 62 106 230
Hartford International Advisers HLS
Fund 22 68 117 252
Hartford MidCap HLS Fund 21 66 113 245
Hartford Small Company HLS Fund 21 65 112 242
Hartford Growth and Income HLS Fund 21 66 114 246
Hartford High Yield HLS Fund 18 64 N/A N/A
Hartford Global Leaders HLS Fund 19 66 N/A N/A

If you do not Surrender your Contract,
you would pay the following expenses on
a $1,000 investment, assuming a 5%
annual return on assets:
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Hartford Bond HLS Fund $19 $58 $99 $214
Hartford Stock HLS Fund 18 56 97 209
Hartford Money Market HLS 18 56 96 208
Hartford Advisers HLS Fund 20 62 106 229
Hartford Capital 20 62 106 229
Appreciation HLS Fund
Hartford Mortgage Securities HLS Fund 18 56 97 210
Hartford Index HLS Fund 18 54 94 203
Hartford International 21 66 113 243
Opportunities HLS Fund
Hartford Dividend & Growth HLS Fund 20 62 107 231
Hartford International Advisers HLS
Fund 22 69 118 253
Hartford MidCap HLS Fund 22 67 114 245
Hartford Small Company HLS Fund 21 66 113 243
Hartford Growth and Income HLS Fund 22 67 115 247
Hartford High Yield HLS Fund 19 64 N/A N/A
Hartford Global Leaders HLS Fund 20 67 N/A N/A

</TABLE>

27
<PAGE>

EXAMPLE - DIRECTOR VI
This Example assumes you did select the Optional Death Benefit Rider.

If you annuitize your Contract at
the end of the applicable time
period you would pay the following
expenses on a $1,000 investment,
assuming a 5% annual return on
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Hartford Bond HLS Fund $18 $57 $98 $214
Hartford Stock HLS Fund 17 55 96 209
Hartford Money Market HLS Fund 17 55 95 208
Hartford Advisers HLS Fund 19 61 105 228
Hartford Capital 19 61 106 229
Appreciation HLS Fund
Hartford Mortgage Securities
HLS Fund 18 56 96 209
Hartford Index HLS Fund 17 54 93 203
Hartford International 21 65 112 242
Opportunities HLS Fund
Hartford Dividend & Growth HLS 20 62 106 230
Fund
Hartford International Advisers
HLS Fund 22 68 117 252
Hartford MidCap HLS Fund 21 66 113 245
Hartford Small Company HLS Fund 21 65 112 242
Hartford Growth and Income HLS
Fund 21 66 114 246
Hartford High Yield HLS Fund 18 64 N/A N/A
Hartford Global Leaders HLS Fund 19 66 N/A N/A

If you do not Surrender your Contract,
you would pay the following expenses on
a $1,000 investment, assuming a 5%
annual return on assets:
SUB-ACCOUNT 1 YEAR 3 YEARS 5 YEARS 10 YEARS
<S> <C> <C> <C> <C>
Hartford Bond HLS Fund $19 $58 $99 $214
Hartford Stock HLS Fund 18 56 97 209
Hartford Money Market HLS Fund 18 56 96 208
Hartford Advisers HLS Fund 20 62 106 229
Hartford Capital 20 62 106 229
Appreciation HLS Fund
Hartford Mortgage Securities
HLS Fund 18 56 97 210
Hartford Index HLS Fund 18 54 94 203
Hartford International 21 66 113 243
Opportunities HLS Fund
Hartford Dividend & Growth HLS
Fund 20 62 107 231
Hartford International Advisers 22 69 118 253
HLS Fund
Hartford MidCap HLS Fund 22 67 114 245
Hartford Small Company HLS Fund 21 66 113 243
Hartford Growth and Income HLS
Fund 22 67 115 247
Hartford High Yield HLS Fund 19 64 N/A N/A
Hartford Global Leaders HLS Fund 20 67 N/A N/A

</TABLE>

28
<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.

<TABLE>
<CAPTION>
Year Ended December 31,
1998 1997 1996 1995 1994 1993 1992 1991 1990 1989
---- ---- ---- ---- ---- ---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
HARTFORD BOND
HLS FUND SUB-ACCOUNT
(Inception date August 1, 1986)
Accumulation Unit Value at $2.114 $1.992 $1.880 $1.607 $1.694 $1.556 $1.493 $1.298 $1.212 $1.095
beginning
of period
Accumulation Unit Value at end $2.258 $2.114 $1.922 $1.880 $1.607 $1.694 $1.556 $1.493 $1.298 $1.212
of period
Number Accumulation Units 162,501 111,586 96,857 99,377 85,397 79,080 41,204 25,267 14,753 9,267
outstanding at end of period
(in thousands)
HARTFORD STOCK
HLS FUND SUB-ACCOUNT (Inception
date August 1, 1986)
Accumulation Unit Value at $4.602 $3.546 $2.887 $2.180 $2.250 $1.993 $1.834 $1.490 $1.569 $1.261
beginning of period
Accumulation Unit Value at end $6.066 $4.602 $3.546 $2.887 $2.180 $2.250 $1.993 $1.834 $1.490 $1.569
of period
Number Accumulation Units 403,629 372.754 333,176 285,640 248,563 203,873 121,100 72,780 31,149 30,096
outstanding at end of period
(in thousands)
HARTFORD MONEY MARKET
HLS FUND SUB-ACCOUNT
(Inception date August 1, 1986)
Accumulation Unit Value at $1.650 $1.587 $1.528 $1.462 $1.424 $1.401 $1.369 $1.307 $1.225 $1.136
beginning of period
Accumulation Unit Value at end $1.716 $1.650 $1.587 $1.528 $1.462 $1.424 $1.401 $1.369 $1.307 $1.225
of period
Number Accumulation Units 183,614 140,797 151,978 102,635 138,396 102,328 78,664 60,774 67,059 28,291
outstanding at end of period
(in thousands)
HARTFORD ADVISERS
HLS FUND SUB-ACCOUNT (Inception
date August 1, 1986)
Accumulation Unit Value at $3.572 $2.905 $2.523 $1.991 $2.072 $1.870 $1.748 $1.470 $1.470 $1.223
beginning of period
Accumulation Unit Value at end $4.398 $3.572 $2.905 $2.523 $1.991 $2.072 $1.870 $1.748 $1.470 $1.470
of period
Number Accumulation Units 1,095,048 1,012,472 953,998 888,803 858,014 688,865 295,387 166,408 101,758 79,738

29
<PAGE>

outstanding at end of period
(in thousands)
HARTFORD CAPITAL APPRECIATION
HLS FUND SUB-ACCOUNT
(Inception date August 1, 1986)
Accumulation Unit Value at $4.845 $4.010 $3.364 $2.615 $2.583 $2.165 $1.874 $1.231 $1.400 $1.142
beginning of period
Accumulation Unit Value at end $5.526 $4.845 $4.010 $3.364 $2.615 $2.583 $2.165 $1.874 $1.231 $1.400
of period
Number Accumulation Units 352,482 351,189 330,580 292,671 220,936 160,934 75,653 39,031 10,501 8,041
outstanding at end of period
(in thousands)
HARTFORD MORTGAGE SECURITIES
HLS FUND SUB-ACCOUNT
(Inception date August 1, 1986)
Accumulation Unit Value at $2.098 $1.949 $1.878 $1.637 $1.685 $1.604 $1.552 $1.370 $1.264 $1.132
beginning of period
Accumulation Unit Value at end $2.211 $2.098 $1.949 $1.878 $1.637 $1.685 $1.604 $1.552 $1.370 $1.264
of period
Number Accumulation Units 78,026 81,143 89,098 101,881 112,417 138,666 98,494 46,464 18,632 12,248
outstanding at end of period
(in thousands)
HARTFORD INDEX
HLS FUND SUB-ACCOUNT (Inception
date May 1, 1987)
Accumulation Unit Value at $3.726 $2.845 $2.359 $1.750 $1.755 $1.629 $1.544 $1.207 $1.274 $0.989
beginning of period
Accumulation Unit Value at end $4.712 $3.726 $2.845 $2.359 $1.750 $1.755 $1.629 $1.544 $1.207 $1.274
of period
Number Accumulation Units 131,579 109,837 87,611 65,954 50,799 46,504 29,723 15,975 10,015 6,306
outstanding at end of
(in thousands)
HARTFORD INTERNATIONAL
OPPORTUNITIES HLS FUND
SUB-ACCOUNT
(Inception date July 2, 1990)
Accumulation Unit Value at end $1.469 $1.482 $1.329 $1.181 $1.220 $0.924 $0.979 $0.877 $1.000 -
of period
Accumulation Unit Value at end $1.641 $1.469 $1.482 $1.329 $1.181 $1.220 $0.924 $0.979 $0.877 -
of period
Number Accumulation Units 240,090 264,642 266,962 238,086 246,259 132,795 32,597 13,109 2,892 -
outstanding at end of period
(in thousands)
HARTFORD DIVIDEND & GROWTH
HLS FUND SUB-ACCOUNT
(Inception date March 8, 1994)
Accumulation Unit Value at $2.149 $1.650 $1.359 $1.009 $1.000 - - - - -
beginning of period
Accumulation Unit Value at end $2.471 $2.149 $1.650 $1.359 $1.009 - - - - -
of period..................
Number Accumulation Units 391,151 308,682 190,958 83,506 29,146 - - - - -
outstanding at end of period
(in thousands)
HARTFORD INTERNATIONAL ADVISERS

30
<PAGE>

HLS FUND SUB-ACCOUNT
(Inception date March 1, 1995)
Accumulation Unit Value at $1.319 $1.266 $1.146 $1.000 - - - - - -
beginning of period
Accumulation Unit Value at end $1.476 $1.319 $1.266 $1.146 - - - - - -
of period
Number Accumulation Units 50,971 43,217 23,174 6,577 - - - - - -
outstanding at end of period
(in thousands).............
HARTFORD SMALL COMPANY
HLS FUND SUB-ACCOUNT
(Inception date August 9, 1996)
Accumulation Unit Value at $1.247 $1.066 $1.000 - - - - - - -
beginning of period
Accumulation Unit Value at end $1.374 $1.247 $1.066 - - - - - - -
of period..................
Number Accumulation Units 85,431 56,706 12,563 - - - - - - -
outstanding at end of period
(in thousands)
HARTFORD MIDCAP HLS FUND
SUB-ACCOUNT
(Inception date July 15, 1997)
Accumulation Unit Value at $1.097 $1.000 - - - - - - - -
beginning of period
Accumulation Unit Value at end $1.371 $1.097 - - - - - - - -
of period..................
Number Accumulation Units 33,348 8,306 - - - - - - - -
outstanding at end of period
(in thousands)
HARTFORD GROWTH AND INCOME
HLS FUND SUB-ACCOUNT
(Inception date June 1, 1998)
Accumulation Unit Value at $1.000 - - - - - - - - -
beginning of period
Accumulation Unit Value at end $1.182 - - - - - - - - -
of period..................
Number Accumulation Units 4,982 - - - - - - - - -
outstanding at end of period
(in thousands)
HARTFORD GLOBAL LEADERS
HLS FUND SUB-ACCOUNT
(Inception date September 30,
1998)
Accumulation Unit Value at $1.000 - - - - - - - - -
beginning of period
Accumulation Unit Value at end $1.315 - - - - - - - - -
of period..................
Number Accumulation Units 416 - - - - - - - - -
outstanding at end of period
(in thousands)
HARTFORD HIGH YIELD
HLS FUND SUB-ACCOUNT
(Inception date September 30,
1998)
Accumulation Unit Value at $1.000 - - - - - - - - -
beginning of period
Accumulation Unit Value at $1.035 - - - - - - - - -
end of period...............
Number Accumulation Units 1,832 - - - - - - - - -
outstanding at end of period
(in thousands)
</TABLE>

31
<PAGE>

HIGHLIGHTS

How do I purchase this Annuity?

You must complete our application or order request and submit it to us for
approval with your first Premium Payment. Your first Premium Payment must be at
least $2,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase Program-Registered Trademark- or are part of
certain retirement plans.

- - For a limited time, usually within ten days after you receive your
Contract, you may cancel your Annuity without paying a Contingent Deferred
Sales Charge. You may bear the investment risk for your Premium Payment
prior to our receipt of your request for cancellation.

What type of sales charge will I pay?

- - You don't pay a sales charge when you purchase your Annuity. We may charge
you a Contingent Deferred Sales Charge when you partially or fully
Surrender your Annuity. The Contingent Deferred Sales Charge will depend on
the length of time the Premium Payment you made has been in your Annuity
and which Series of The Director you purchased. The Fee Tables included
earlier in this prospectus or the Appendix at the end of this prospectus
will indicate the appropriate sales charge.

You won't be charged a Contingent Deferred Sales Charge on:
- - The Annual Withdrawal Amount
- - Premium Payments or earnings that have been in your Annuity for more than
the Contingent Deferred Sales Charge period.
- - Distributions made due to death
- - Most payments we make to you as part of your Annuity Payout

Is there an Annual Maintenance Fee?

We deduct this $25.00 fee each year on your Contract Anniversary or when you
fully Surrender your Annuity, if, on either of those dates, the value of your
Annuity is less than $50,000. The Annual Maintenance Fee for Series VI is
$30.00.

What charges will I pay on an annual basis?

In addition to the Annual Maintenance Fee, you pay two different types of
charges each year. The first type of charge is the fee you pay for insurance.
This charge is:

A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 1.25% of your Contract Value invested in the Funds.

32
<PAGE>

The second type of charge is the fee you pay for the Funds.

Currently, Fund charges range from 0.401% to 0.863% annually of the average
daily value of the amount you have invested in the Funds. See the Annual Fund
Operating Expenses table for more complete information and the Funds'
prospectuses accompanying this prospectus.

If you elect the Optional Death Benefit Rider, we will subtract an additional
charge on a daily basis that is equal to an annual charge of .15% of your
Contract Value invested in the Funds.

Can I take out any of my money?

You may Surrender all or part of the amounts you have invested at any time
before we start making Annuity Payouts, or after Annuity Payouts begin under the
Payment for a Designated Period Annuity Payout Option.

- - You may have to pay income tax on the money you take out and, if you
Surrender before you are age 59 1/2, you may have to pay an income tax
penalty.
- - You may have to pay a Contingent Deferred Sales Charge on the money you
Surrender.

Will Hartford pay a Death Benefit?

There is a Death Benefit if the Contract Owner, joint owner (not available in
Series II) or the Annuitant die before we begin to make Annuity Payouts. The
Death Benefit will be calculated as of the date we receive a certified death
certificate or other legal document acceptable to us. The Death Benefit will
depend on the Series purchased and Series II, Series IIR, Series III, Series IV
and Series V are described in greater detail in the Appendices at the end of
this prospectus.

For all Series, the calculated Death Benefit will remain invested in the same
Accounts, according to the Contract Owner's last instructions until we receive
complete written settlement instructions from the Beneficiary. Therefore, the
Death Benefit amount will fluctuate with the performance of the underlying
Funds. When there is more than one Beneficiary, we will calculate the
Accumulation Units for each Sub-account and the dollar amount for the Fixed
Accumulation Feature for each Beneficiary's portion of the proceeds.

If you purchased Series VI and If death occurs before the Annuity Commencement
Date, the Death Benefit is the greatest of:
- - The Contract Value on the date the death certificate or other legal
document acceptable to us is received; or
- - 100% of all Premium Payments paid into the Contract minus any partial
Surrenders; or
- - The Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract

33
<PAGE>

Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The
Anniversary Value is equal to the Contract Value as of a Contract Anniversary,
increased by the dollar amount of any Premium Payments made since that
anniversary and reduced by the dollar amount of any partial Surrenders since
that anniversary. The Maximum Anniversary Value is equal to the greatest
Anniversary Value attained from this series of calculations.

If you elect the Optional Death Benefit Rider at an additional charge and you
purchased Series II or Series IIR your Death Benefit, prior to the deceased's
90th birthday, is the greater of: the total Premium Payments you have made
to us minus any amounts you have Surrendered, the Contract Value of your
annuity, or your Maximum Anniversary Value starting on the Contract
Anniversary immediately following the date the Optional Death Benefit Rider
is added to your annuity or the Interest Accumulation Value starting on the
date the Optional Death Benefit Rider is added to your annuity.

If you elect the Optional Death Benefit Rider at an additional charge and you
purchased Series III, IV, or V, your Death Benefit, prior to the deceased's
85th birthday, is the greater of: the total Premium Payments you have made
to us minus any amounts you have Surrendered, the Contract Value of your
annuity, or your Maximum Anniversary Value starting on the Contract
Anniversary immediately following the date the Optional Death Benefit Rider
is added to your annuity or the Interest Accumulation Value starting on the
date the Optional Death Benefit Rider is added to your annuity or your
Contract Value on the Specified Contract Anniversary immediately proceeding
the date of death.

What Annuity Payout Options are available?

When it comes time for us to make payouts, you may choose one of the following
Annuity Payout Options listed in your Prospectus. We may make other Annuity
Payout Options available at any time.

You must begin to take payouts by the Annuitant's 90th birthday. If you do not
tell us what Annuity Payout Option you want before that time, we will make
payments under Option 2 - Life Annuity with 120 Monthly Payments Certain.

GENERAL CONTRACT INFORMATION

Hartford Life Insurance Company

Hartford Life Insurance Company 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. We were originally incorporated
under the laws of Massachusetts on June 5, 1902, and subsequently redomiciled to
Connecticut. Our offices are located in Simsbury, Connecticut; however, our
mailing address is P.O. Box 2999, Hartford, CT 06104-2999. We are ultimately
controlled by The Hartford Financial Services Group, Inc., one of the largest
financial service providers in the United States.

HARTFORD'S RATINGS

- --------------------------------------------------------------------------------
Rating Agency Effective Rating Basis of Rating
Date of Rating
- --------------------------------------------------------------------------------
A.M. Best and Company, Inc. 1/1/99 A+ Financial performance
- --------------------------------------------------------------------------------
Standard & Poor's 6/1/98 AA Insurer financial strength
- --------------------------------------------------------------------------------
Duff & Phelps 12/21/98 AA+ Claims paying ability
- --------------------------------------------------------------------------------

The Separate Account

The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on

<PAGE>

June 2, 1986 and is registered as a unit investment trust under the Investment
Company Act of 1940. This registration does not involve supervision by the SEC
of the management or the investment practices of the Separate Account or
Hartford. The Separate Account meets the definition of "Separate Account" under
federal securities law. This Separate Account holds only assets for variable
annuity contracts. The Separate Account:
- - Holds assets for your benefit and the benefit of other Contract Owners, and
the persons entitled to the payouts described in the Contract.
- - Is not subject to the liabilities arising out of any other business
Hartford may conduct.
- - Is not affected by the rate of return of Hartford's General Account or by
the investment performance of any of Hartford's other Separate Accounts.
- - May be subject to liabilities from a Sub-Account of the Separate Account
that holds assets of other variable annuity contracts offered by the
Separate Account, which are not described in this Prospectus.
- - Is credited with income and gains, and takes losses, whether or not
realized, from the assets it holds.

We do not guarantee the investment results of the Separate Account. There is no
assurance that the value of your Annuity will equal the total of the payments
you make to us.

The Funds

All of the Funds are sponsored and administered by Hartford Life Insurance
Company. HL Investment Advisors, Inc. ("HL Advisors") serves as the investment
adviser to each of the Funds. Wellington Management Company, LLP ("Wellington
Management") and The Hartford Investment Management Company ("HIMCO") serve as
sub-investment advisors and provide day to day investment services.

Each Fund, except for the Hartford Global Leaders HLS Fund, the Hartford Growth
and Income HLS Fund and the Hartford High Yield HLS Fund, is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. The Hartford Global Leaders HLS Fund,
the Hartford Growth and Income HLS Fund and the Hartford High Yield HLS Fund are
diversified series of Hartford Series Fund, Inc., a Maryland corporation, also
registered with the Securities and Exchange Commission as an open-end management
investment company. The shares of each Fund have been divided into Class IA and
Class IB. Only Class IA shares are available in this Annuity.

We do not guarantee the investment results of any of the underlying Funds.
Since

<PAGE>

each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the Funds' expenses, policies and procedures
are more fully described in the accompanying Funds' prospectus and Statement of
Additional Information, which you may order from us. The Funds' prospectus
should be read in conjunction with this prospectus before investing.

The Funds may not be available in all states.

The Funds may not be available in all states. In addition, if you purchased
Series II, Series IIR or Series III and want to allocate Premium Payments or
transfer Contract Value to any Funds added to this Annuity after March 10, 1994,
you must sign an amendment to your Contract which is called an Amendatory Rider
before you can invest in the new Funds. The Amendatory Rider gives Contract
Owners the ability to invest in new underlying funds, but it also changes some
of the terms of your Contract, including how often you are able to transfer
between Sub-Accounts.

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

HARTFORD ADVISERS HLS 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. Sub-advised by Wellington Management.

HARTFORD BOND HLS 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 HLS Fund, Inc. -
Investment Policies." Sub-advised by HIMCO.

HARTFORD CAPITAL APPRECIATION HLS FUND - Seeks growth of capital by investing in
equity securities selected solely on the basis of potential for capital
appreciation. Sub-advised by Wellington Management.

HARTFORD DIVIDEND AND GROWTH HLS FUND - Seeks a high level of current income
consistent with growth of capital and reasonable investment risk. Sub-advised by
Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND - Seeks growth of capital by investing
primarily in equity securities issued by U.S. company and non-U.S. companies.

HARTFORD GROWTH AND INCOME HLS FUND - Seeks growth of capital and current income

<PAGE>

by investing primarily in equity securities with earnings growth potential and
steady rising dividends.

HARTFORD HIGH YIELD HLS FUND - Seeks high current income by investing in
non-grade fixed-income securities. Growth of capital is a secondary objective.

HARTFORD INDEX HLS FUND - Seeks to provide investment results that 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. * Sub-advised by HIMCO.

HARTFORD INTERNATIONAL ADVISERS HLS 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. Sub-advised by Wellington Management.

HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND - Seeks growth of capital by
investing primarily in equity securities issued by non-U.S. companies.
Sub-advised by Wellington Management.

HARTFORD MIDCAP HLS FUND - Seeks to achieve long-term capital growth through
capital appreciation by investing primarily in equity securities. Sub-advised by
Wellington Management.

HARTFORD MORTGAGE SECURITIES HLS 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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND - Seeks growth of capital by investing primarily
in equity securities selected on the basis of potential for capital
appreciation. Sub-advised by Wellington Management.

HARTFORD STOCK HLS FUND - Seeks long-term growth by investing primarily in
equity securities. Sub-advised by Wellington Management.

HARTFORD MONEY MARKET HLS FUND - Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

* "STANDARD & POOR'S," "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

<PAGE>

ADVISABILITY OF INVESTING IN THE INDEX FUND.

Mixed and Shared Funding - Shares of the Funds may be sold to our other separate
accounts and our insurance company affiliates or other unaffiliated insurance
companies to serve as the underlying investment for both variable annuity
contracts and variable life insurance policies, a practice known as "mixed and
shared funding." As a result, there is a possibility that a material conflict
may arise between the interests of Contract Owners, and of owners of other
contracts whose contract values are allocated to one or more of these other
separate accounts investing in any one of the Funds. In the event of any such
material conflicts, we will consider what action may be appropriate, including
removing the Fund from the Separate Account or replacing the Fund with another
underlying fund. There are certain risks associated with mixed and shared
funding, as disclosed in the Funds' prospectus.

Voting Rights - We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To
the extent required by federal securities laws or regulations, we will:
- - Notify you of any Fund shareholders' meeting if the shares held for your
Contract may be voted.
- - Send proxy materials and a form of instructions that you can use to tell us
how to vote the Fund shares held for your Contract.
- - Arrange for the handling and tallying of proxies received from Contract
Owners.
- - Vote all Fund shares attributable to your Contract according to
instructions received from you, and
- - Vote all Fund shares for which no voting instructions are received in the
same proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make Annuity Payouts to you, the number of votes you
have will decrease.

Substitutions, Additions, or Deletions of Funds - We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under Your
Contract. We may, in our sole discretion, establish new Funds. New Funds will
be made available to existing Contract Owners as we determine appropriate. We
may also close one or more Funds to additional Payments or transfers from
existing Sub-Accounts.

We reserve the right to eliminate the shares of any of the Funds for any reason
and to substitute shares of another registered investment company for the shares
of any Fund already purchased or to be purchased in the future by the Separate
Account. To the extent required by the Investment Company Act of 1940 (the "1940
Act"), substitutions

38
<PAGE>

of shares attributable to your interest in a Fund will not be made until we have
the approval of the Commission and we have notified you of the change.

In the event of any substitution or change, we may, by appropriate endorsement,
make any changes in the Contract necessary or appropriate to reflect the
substitution or change. If we decide that it is in the best interest of
Contracts Owners, the Separate Account may be operated as a management company
under the 1940 Act or any other form permitted by law, may be de-registered
under the 1940 Act in the event such registration is no longer required, or may
be combined with one or more other Separate Accounts.

Performance Related Information

The Separate Account may advertise certain performance-related information
concerning the 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.

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.

The Separate Account may also advertise non-standard total returns that pre-date
the inception date of the Separate Account. These non-standardized total
returns are calculated by assuming that the Sub-Accounts have been in existence
for the same periods as the underlying Funds and by taking deductions for
charges equal to those currently assessed against the Sub-Accounts. These
non-standardized returns must be accompanied by standardized total returns.

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

The Hartford Money Market HLS 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
include the recurring charges at the Separate Account level including the
Annual Maintenance Fee.

39
<PAGE>

The Separate Account may also disclose yield for periods prior to the date the
Separate Account commenced operations. For these periods, 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. No yield disclosure
for periods prior to the date of the Separate Account will be used without the
yield disclosure for periods as of the inception of the Separate Account.

We 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 systematic investing, Dollar Cost Averaging
and asset allocation), the advantages and disadvantages of investing in
tax-deferred and taxable instruments, customer profiles and hypothetical
purchase scenarios, financial management and tax and retirement planning, and
other investment alternatives, including comparisons between the Contract and
the characteristics of and market for such alternatives.

The Fixed Accumulation Feature
For Series III, Series IV, Series V and Series VI Contracts Only

Important Information You Should Know: This portion of the Prospectus relating
to the Fixed Accumulation Feature is not registered under the Securities Act of
1933 ("1933 Act") and the Fixed Accumulation Feature is not registered as an
investment company under the 1940 Act. The Fixed Accumulation Feature or any of
its interests are not subject to the provisions or restrictions of the 1933 Act
or the 1940 Act, and the staff of the Securities and Exchange Commission has not
reviewed the disclosure regarding the Fixed Accumulation Feature. The following
disclosure about the Fixed Accumulation Feature 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 Accumulation Feature
become a part of our General Account assets. We invest the assets of the
General Account according to the laws governing the investments of insurance
company General Accounts.

Currently, if you purchased Series III, Series IV or Series V, we guarantee that
we will credit interest at a rate of not less than 4% per year, compounded
annually, to amounts you allocate to the Fixed Accumulation Feature. Currently,
if you purchased Series VI, we guarantee that we will credit interest at a rate
of not less than 3% per year, compounded annually, to amounts you allocate to
the Fixed Accumulation Feature. We reserve the right to change the rate subject
only to applicable state insurance law. We may credit interest at a rate in
excess of your guaranteed rate per year. We will periodically publish the Fixed
Accumulation Feature interest rates currently in effect. There is no specific

<PAGE>

formula for determining interest rates. Some of the factors that we may consider
in determining whether to credit excess interest are; general economic trends,
rates of return currently available and anticipated on our investments,
regulatory and tax requirements and competitive factors. We will account for any
deductions, Surrenders or transfers from the Fixed Accumulation Feature on a
"first-in first-out" basis. For Contracts issued in the state of New York, the
Fixed Accumulation Feature interest rates may vary from other states.

Important: Any interest credited to amounts you allocate to the Fixed
Accumulation Feature in excess of your guaranteed interest rate per year will be
determined at our sole discretion. You assume the risk that interest credited
to Fixed Accumulation Feature may not exceed the minimum guarantee for any given
year.

From time to time, we may credit increased interest rates under certain programs
established in our sole discretion.

Dollar Cost Averaging ("DCA") Plus Programs: Currently, if you have access to
the Fixed Account, you may enroll in a special pre-authorized transfer program
known as our DCA Plus Program (the "Program"). Under this Program, Contract
Owners who enroll may allocate a minimum of $5,000 of their Premium Payment into
the Program (we 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 from the Program 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. Contract owners
who purchase their Contracts in New York have a different DCA Plus Program.
Currently, only one DCA Plus Program transfer period is available in New York,
but that period allows transfers to selected Sub-Accounts in 3 to 12 months.

The pre-authorized transfers will begin within 15 days of receipt of the Program
payment provided we receive complete enrollment instructions. If we do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, you will receive the Fixed Accumulation Feature's
current effective interest rate. Any subsequent payments we receive within the
Program period selected will be allocated to the Sub-Accounts over the remainder
of that Program transfer period.

You may elect to terminate the pre-authorized transfers by calling or writing us
of your

<PAGE>

intent to cancel enrollment in the Program. Upon cancellation, you will no
longer receive the Program interest rate and unless we receive instructions to
the contrary, the amounts remaining in the Program may accrue the interest rate
currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. 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 us to determine if it is available in
your state. This Program is not available for Series II.

You may only have one DCA program in place at one time. The Fixed Accumulation
Feature and Dollar Cost Averaging Plus Program are not available in Oregon.

The Contract

Purchases and Contract Value

What types of Contracts are available?

The Contract is an individual or group tax-deferred variable annuity contract.
It is designed for retirement planning purposes and may be purchased by any
individual, group or trust, including:
- - Any trustee or custodian for a retirement plan qualified under Sections
401(a) or 403(a) of the Code;
- - Annuity purchase plans adopted by public school systems and certain
tax-exempt organizations according to Section 403(b) of the Code;
- - Individual Retirement Annuities adopted according to Section 408 of the
Code;
- - Employee pension plans established for employees by a state, a political
subdivision of a state, or an agency of either a state or a political
subdivision of a state, and
- - Certain eligible deferred compensation plans as defined in Section 457 of
the Code.

The examples above represent Qualified Contracts, as defined by the Code. In
addition, individuals and trusts can also purchase Contracts that are not part
of a tax qualified retirement plan. These are known as Non-Qualified Contracts.

How do I purchase a Contract?

You may purchase a Contract by completing and submitting an application or an
order request along with an initial Premium Payment. For most Contracts, the
minimum Premium Payment is $2,000. For additional Premium Payments, the minimum
Premium Payment is $500. Under certain situations, we may allow smaller Premium
Payments, for example, if you enroll in our InvestEase Program or are part of
certain tax qualified retirement plans. Prior approval is required for Premium
Payments of

42
<PAGE>

$1,000,000 or more.

You and your Annuitant must not be older than age 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

How are Premium Payments applied to my Contract?

Your initial Premium Payment will be invested within two Valuation Days of
our receipt of a properly completed application or an order request and the
Premium Payment. If we receive your subsequent Premium Payment before the
close of the New York Stock Exchange, it will be priced on the same Valuation
Day. If we receive your Premium Payment after the close of the New York Stock
Exchange, it will be processed on the next Valuation Day. If we receive your
Premium Payment on a Non-Valuation Day, the amount will be invested on the
next Valuation Day. Unless we receive new instructions, we will invest the
Premium Payment based on your last allocation instructions. We will send you
a confirmation when we invest your Premium Payment.

If the request or other information accompanying the Premium Payment is
incomplete when received, we will hold the money in a non-interest bearing
account for up to five Valuation Days while we try to obtain complete
information. If we cannot obtain the information within five Valuation Days, we
will either return the Premium Payment and explain why the Premium Payment could
not be processed or keep the Premium Payment if you authorize us to keep it
until your provide the necessary information.

Can I cancel my Contract after I purchase it?

We want you to be satisfied with the Contract you have purchased. We urge you
to closely examine its provisions. If for any reason you are not satisfied with
your Contract, simply return it within ten days after you receive it with a
written request for cancellation that indicates your tax-withholding
instructions. In some states, you may be allowed more time to cancel your
Contract. We will not deduct any Contingent Deferred Sales Charges during this
time. We may require additional information, including a signature guarantee,
before we can cancel your Contract.

You bear the investment risk from the time the Contract is issued until we
receive your complete cancellation request.

The amount we pay you upon cancellation depends on the requirements of the state
where you purchased your Contract, the method of purchase, the type of Contract
you purchased and your age.

How is the value of my Contract calculated before the Annuity Commencement Date?

The Contract Value is the sum of all Accounts. There are two things that affect
your

43
<PAGE>

Sub-Account value: (1) the number of Accumulation Units and (2) the
Accumulation Unit Value. The Sub-Account value is determined by multiplying the
number of Accumulation Units by the Accumulation Unit Value. Therefore, on any
Valuation Day your Contract Value reflects the investment performance of the
Sub-Accounts and will fluctuate with the performance of the underlying Funds.

When Premium Payments are credited to your Sub-Accounts, they are converted into
Accumulation Units by dividing the amount of your Premium Payments, minus any
Premium Taxes, by the Accumulation Unit Value for that day. The more Premium
Payments you put into your Contract, the more Accumulation Units you will own.
You decrease the number of Accumulation Units you have by requesting Surrenders,
transferring money out of an Account, settling a Death Benefit claim or by
annuitizing your Contract.

To determine the current Accumulation Unit Value, we take the prior Valuation
Day's Accumulation Unit Value and multiply it by the Net Investment Factor for
the current Valuation Day.

The Net Investment Factor is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next. The Net Investment Factor for
each Sub-Account equals:

- - The net asset value per share of each Fund held in the Sub-Account at the
end of the current Valuation Day divided by
- - The net asset value per share of each Fund held in the Sub-Account at the
end of the prior Valuation Day; minus
- - The daily mortality and expense risk charge adjusted for the number of
days in the period, and any other applicable charge.
- - The Optional Death Benefit charge if applicable.

We will send you a statement in each calendar quarter, which tells you how many
Accumulation Units you have, their value and your total Contract Value.

Can I transfer from one Sub-Account to another?

Transfers between Sub-Accounts -You may transfer from one Sub-Account to another
before and after the Annuity Commencement Date at no extra charge. Your transfer
request will be processed on the day that it is received as long as it is
received on a Valuation Day before the close of the New York Stock Exchange.
Otherwise, your request will be processed on the following Valuation Day. We
will send you a confirmation when we process your transfer. You are responsible
for verifying transfer confirmations and promptly advising us of any errors
within 30 days of receiving the confirmation.

Sub-Account Transfer Restrictions - The transfer restrictions that apply to your
Contract depend on which series of the Contract you purchased. Series II,
Series IIR and Series

<PAGE>

III Contract Owners had transfer restrictions added as part of an Amendatory
Rider. The Rider allows you to invest in certain underlying Funds. This Rider
also amended your Contract to add some restrictions on your ability to do
Sub-Account transfers. If you own Series II, Series IIR or Series III and you
signed this Rider, the restrictions described below apply to you. Series IV and
Series V Contract Owners have the restrictions as part of their Contract. If
restrictions apply, we reserve the right to limit the number of transfers to 12
per Contract Year, with no transfers occurring on consecutive Valuation Days. We
also have the right to restrict transfers if we believe that the transfers could
have an adverse effect on other Contract Owners. In all states except New York,
Florida, Maryland and Oregon, we may:
- - Require a minimum time period between each transfer,
- - Limit the dollar amount that may be transferred on any one Valuation Day,
and
- - Not accept transfer requests from an agent acting under a power of attorney
for more than one Contract Owner.

We also have a restriction in place for all Contract Owners that involves
individuals who act under a power of attorney for multiple Contract Owners. If
the value of the Contract Owners' Accounts add up to more than $2 million, we
will not accept transfer instructions from the power of attorney unless the
power of attorney has entered into a Third Party Transfer Services Agreement
with us.

Some states may have different restrictions.

Fixed Accumulation Feature Transfers: During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer the greater
of:
- - Up to 30% of your total amount in the Fixed Accumulation Feature, or
- - An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Bonus Program. Series II Contract Owners may not transfer
to the Fixed Accumulation Feature.

If your interest rate renews at a rate at least 1% lower than your prior
interest rate, you may transfer an amount equal to up to 100% of the amount to
be invested at the renewal rate. You must make this transfer request within 60
days of being notified of the renewal rate.

Fixed Accumulation Feature Transfer Restrictions - We reserve the right to defer
transfers from the Fixed Accumulation Feature for up to 6 months from the date
of your request. After any transfer, you must wait six months before moving
Sub-Account Values back to the Fixed Accumulation Feature.

Telephone Transfers - In most states, you can make transfers by calling us at
(800)

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<PAGE>

862-6668. Hartford, our agents or our affiliates are not responsible for losses
resulting from telephone requests that we believe are genuine. We will use
reasonable procedures to confirm that telephone instructions are genuine,
including requiring that callers provide certain identification information and
recording all telephone transfer instructions.

Power of Attorney - You may authorize another person to make transfers on your
behalf by submitting a completed Power of Attorney form. Once we have the
completed form on file, we will accept transfer instructions from your
designated third party, subject to our transfer restrictions, until we receive
new instructions in writing from you. You will not be able to make transfers or
other changes to your Contract if you have authorized someone else to act under
a Power of Attorney.

Charges and Fees

There are 4 charges and fees associated with the Contract:

1. The Contingent Deferred Sales Charge

The Contingent Deferred Sales Charge covers some of the expenses relating to the
sale and distribution of the Contract, including commissions paid to registered
representatives and the cost of preparing sales literature and other promotional
activities.

We assess a Contingent Deferred Sales Charge when you request a full or partial
Surrender. The percentage of the Contingent Deferred Sales Charge is based on
how long your Premium Payments have been in the Contract. The Contingent
Deferred Sales Charge will not exceed the total amount of the Premium Payments
made. Each Premium Payment has its own Contingent Deferred Sales Charge
schedule. Premium Payments are Surrendered in the order in which they were
received. The longer you leave your Premium Payments in the Contract, the lower
the Contingent Deferred Sales Charge will be when you Surrender.

The Contingent Deferred Sales Charge is a percentage of the amount Surrendered
and is equal to for Series VI:

Number of Contingent
years from Deferred
Premium Sales
Payment Charge
1 6%
2 6%
3 5%
4 5%
5 4%

<PAGE>

6 3%
7 2%
8 or more 0%

The Contingent Deferred Sales Charges for Series II, Series IIR, Series III,
Series IV and Series V are described in the Appendices.

The following Surrenders are NOT subject to a Contingent Deferred Sales Charge:

- - Annual Withdrawal Amount: During the Contingent Deferred Sales Charge
period for each Premium Payment, you may, each Contract Year, take partial
Surrenders up to 10% of the total Premium Payments. If you do not take 10%
one year, you may not take more than 10% the next year. These amounts are
different for group unallocated Contracts.
- - Surrenders made from Premium Payments invested for more than the
Contingent Deferred Sales Charge period. After the Contingent Deferred
Sales Charge period, you may take the total of: (a) all of your earnings,
and (b) all Premium Payments held in your Contract for more than the
Contingent Deferred Sales Charge period, and (c) 10% of Premium Payments
made during the Contingent Deferred Sales Charge period.

Under the following situations, the Contingent Deferred Sales Charge is WAIVED:
- - For Required Minimum Distributions. This allows Annuitants who are age 70
1/2 or older, with a Contract held under an Individual Retirement Account
or 403(b) plan, to Surrender an amount equal to the Required Minimum
Distribution for the Contract without a Contingent Deferred Sales Charge.
All requests for Required Minimum Distributions must be in writing.
- - On or after the Annuitant's 90th birthday.
- - For disabled participants enrolled in a group unallocated, tax qualified
retirement plan. With our approval and under certain conditions,
participants who become disabled can receive Surrenders free of Contingent
Deferred Sales Charge.

The following situations are NOT subject to a Contingent Deferred Sales Charge:

- - Upon death of the Annuitant or Contract Owner.
- - Upon Annuitization. The Contingent Deferred Sales Charge is not deducted
when you annuitize the Contract. We will charge a Contingent Deferred
Sales Charge if the Contract is fully Surrendered during the Contingent
Deferred Sales Charge period under an Annuity Payout Option which allows
Surrenders.
Upon cancellation during the Right to Cancel Period

2. Mortality and expense risk charge

<PAGE>

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at the rate of 1.25% per year of Sub-Account Value (estimated at .90% for
mortality and .35% for expenses). The mortality and expense risk charge is
broken into charges for mortality risks and for an expense risk:

- - Mortality Risk - There are two types of mortality risks that we assume,
those made while your Premium Payments are accumulating and those made once
Annuity Payouts have begun

During the period your Premium Payments are accumulating, we are required
to cover any difference between the Death Benefit paid and the Surrender
Value. These differences may occur during periods of declining value or in
periods where the Contingent Deferred Sales Charges would have been
applicable. The risk that we bear during this period is that actual
mortality rates, in aggregate, may exceed expected mortality rates.

Once Annuity Payouts have begun, we may be required to make Annuity Payouts
as long as the Annuitant is living, regardless of how long the Annuitant
lives. We would be required to make these payments if the Payout Option
chosen is the Life Annuity, Life Annuity With Payments for a Period Certain
or Joint and Last Survivor Life Annuity Payout Option. The risk that we
bear during this period is that the actual mortality rates, in aggregate,
may be lower than the expected mortality rates.

- - Expense Risk - We also bear an expense risk that the Contingent Deferred
Sales Charges and the Annual Maintenance Fee collected before the Annuity
Commencement Date may not be enough to cover the actual cost of selling,
distributing and administering the Contract.

Although variable Annuity Payouts will fluctuate with the performance of the
underlying Fund selected, your Annuity Payouts will not be affected by (a) the
actual mortality experience of our Annuitants, or (b) our actual expenses if
they are greater than the deductions stated in the Contract. Because we cannot
be certain how long our Annuitants will live, we charge this percentage fee
based on the mortality tables currently in use. The mortality and expense risk
charge enables us to keep our commitments and to pay you as planned.

3. Annual Maintenance Fee

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $25 charge is deducted on a Contract
Anniversary or when the Contract is fully Surrendered if the Contract Value at
either of those times is less than $50,000. The charge is deducted
proportionately from each Account in which

<PAGE>

you are invested. This fee is $30.00 for Series VI.

When is the Annual Maintenance Fee Waived?

If you purchased Series V or Series VI, we will waive the Annual Maintenance Fee
if your Contract Value is $50,000 or more on your Contract Anniversary or when
you fully Surrender your Contract. In addition, we will waive one Annual
Maintenance Fee for Contract Owners who own more than one Contract with a
combined Contract Value between $50,000 and $100,000. If you have multiple
Contracts with a combined Contract Value of $100,000 or greater, we will waive
the Annual Maintenance Fee on all Contracts. However, we reserve the right to
limit the number of waivers to a total of six Contracts. This is not available
for Series II, Series IIR, Series III, or Series IV.

We also reserve the right to waive the Annual Maintenance Fee under certain
other conditions.

4. Premium Taxes

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made, some when the
Contract is Surrendered and others collect at Annuitization. Since we pay
Premium Taxes when they are required by applicable law, we may deduct them from
your Contract when we pay the taxes, upon Surrender, or on the Annuity
Commencement Date. The Premium Tax rate varies by state or municipality.
Currently, the maximum rate charged by any state is 3.5% and 4% in Puerto Rico.

Charges against the Funds - The Separate Account purchases shares of the Funds
at net asset value. The net asset value of the Fund shares reflects investment
advisory fees and administrative expenses already deducted from the assets of
the Funds. These charges are described in the Funds' prospectuses accompanying
this Prospectus.

OPTIONAL DEATH BENEFIT RIDER CHARGE: If you elect the Optional Death
Benefit Rider, we will subtract an additional charge on a daily basis that
is equal to an annual charge of .15% of your Contract Value invested in the
Funds.

We may offer, in our discretion, reduced fees and charges including, but not
limited to Contingent Deferred Sales Charges, the mortality and expense risk
charge, and the Annual Maintenance Fee, for certain Contracts (including
employer sponsored savings plans) which may result in decreased costs and
expenses. Reductions in these fees and charges will not be unfairly
discriminatory against any Contract Owner.

Death Benefit

What is the Death Benefit and how is it calculated?

The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.

<PAGE>

The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds.
When there is more than one Beneficiary, we will calculate the Accumulation
Units for each Sub-account and the dollar amount for the Fixed Accumulation
Feature for each Beneficiary's portion of the proceeds.

The Death Benefit calculation depends on the Series purchased. The Death
Benefit for Series II, Series IIR, Series III, Series IV and Series V are
described in the Appendices in the back of this prospectus. The Death Benefit
for Series VI will be the greater of:

- - The total Premium Payments you have made to us minus any amounts you have
Surrendered, or
- - The Contract Value of your Annuity, or
- - Your Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The
Anniversary Value is equal to the Contract Value as of a Contract Anniversary,
increased by the dollar amount of any Premium Payments made since that
anniversary and reduced by the dollar amount of any partial Surrenders since
that anniversary. The Maximum Anniversary Value is equal to the greatest
Anniversary Value attained from this series of calculations.

For all Series, the Death Benefit amount will remain invested in the
Sub-Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

OPTIONAL DEATH BENEFIT:

You may also elect the Optional Death Benefit Rider for an additional fee.
The Optional Death Benefit adds new features to your Death Benefit
calculation, depending on which Series you purchased.
If you elect the Optional Death Benefit Rider at an additional charge and you
purchased Series II or Series IIR, your Death Benefit, prior to the
deceased's 90th birthday, is the greater of: the total Premium Payments you
have made to us minus any amounts you have Surrendered, the Contract Value of
your annuity, or your Maximum Anniversary Value starting on the Contract
Anniversary immediately following the date the Optional Death Benefit Rider
is added to your annuity or the Interest Accumulation Value starting on the
date the Optional Death Benefit Rider is added to your annuity.

The Interest Accumulation Value is equal to the Contract Value on the date
this Optional Death Benefit Rider is added plus any Premium Payments after
that date minus any partial surrenders taken after the Optional Death Benefit
was added, compounded daily at an annual rate of 0.05%. If you have taken any
partial Surrenders, the interest Accumulation Value will be adjusted to
reduced the Optional Death Benefit proportionally for any partial Surrenders.

After the deceased's 90th birthday, the Death Benefit for Series II and IIR if
the Optional Death Benefit Rider is elected, will be the greater of the
Contract Value, the Maximum Anniversary Value or the Interest Accumulation
Value.

If you purchased Series III, IV or V, your Death Benefit, prior to the
deceased's 85th birthday, is the greater of: the total Premium Payments you
have made to us minus any amounts you have Surrendered, the Contract Value of
your annuity, or your Maximum Anniversary Value starting on the Contract
Anniversary immediately following the date the Optional Death Benefit Rider
is added to our annuity or the Interest Accumulation Value starting on the
date the Optional Death Benefit Rider is added to your annuity or your
Contract Value on the Specified Contract Anniversary immediately proceeding
the date of death.

After the deceased's 85th birthday but prior to the 90th birthday, the Death
Benefit for Series III, IV or V's Optional Death Benefit Rider is the greater
of Contract Value, total Premium Payments made to us. Maximum Anniversary
Value or Interest Accumulation Value. After the deceased's 90th birthday, the
Death Benefit payable under the Optional Death Benefit Rider is the greater
of Contract Value, Maximum Anniversary Value or the Interest Accumulation
Value.

The Death Benefit payable under the Optional Death Benefit Rider, regardless
of the Series purchased, is limited to a maximum of 200% of the Contract
Value on the date the Optional Death Benefit Rider was added, plus 200% of
any Premium Payments made since the addition of the Optional Death Benefit
Rider less proportional adjustments for any Surrenders from that date.

How is the Death Benefit paid?

The Death Benefit may be taken in one lump sum or under any of the Annuity
Payout Options then being offered by us. On the date we receive complete
instructions from the Beneficiary, we will compute the Death Benefit amount to
be paid out or applied to a selected Annuity Payout Option. When there is more
than one Beneficiary, we will calculate the Death Benefit amount for each
Beneficiary's portion of the proceeds and then pay it out or apply it to a
selected Annuity Payout Option according to each Beneficiary's instructions. If
we receive the complete instructions on a Non-Valuation Day, computations will
take place on the next Valuation Day.

Required Distributions: If the Contract Owner dies before the Annuity
Commencement Date, the Death Benefit must be distributed within five years after
death. The

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Beneficiary can choose any Annuity Payout Option that results in complete
Annuity Payout within five years.

If the Contract Owner dies on or after the Annuity Commencement Date under an
Annuity Payout Option with a Death Benefit, any remaining value must be
distributed at least as rapidly as under the payment method being used as of the
Contract Owner's death.

If the Contract Owner is not an individual (e.g. a trust), then the original
Annuitant will be treated as the Contract Owner in the situations described
above and any change in the original Annuitant will be treated as the death of
the Contract Owner.

Who will receive the Death Benefit?

The distribution of the Death Benefit is based on whether death is before, on or
after the Annuity Commencement Date.

If death occurs before the Annuity Commencement Date:

- --------------------------------------------------------------------------------
If the deceased is and... and... then the...
the...
Contract Owner There is a The Annuitant is Joint Contract
surviving joint living or deceased Owner receives the
Contract Owner Death Benefit.
Contract Owner There is no The Annuitant is Designated
surviving joint living or deceased Beneficiary
Contract Owner receives the Death
Benefit.
Contract Owner There is no The Annuitant is Contract Owner's
surviving joint living or deceased estate receives
Contract Owner and the Death Benefit.
the Beneficiary
predeceases the
Contract Owner
Annuitant The Contract Owner There is no named Death Benefit is
is living Contingent paid to the
Annuitant Contract Owner and
not the designated
Beneficiary.
However, if you
purchased Series
II, Series IIR,
Series III, Series
IV or Series V,
the Death Benefit
is paid to the
Beneficiary
- --------------------------------------------------------------------------------

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<PAGE>

- --------------------------------------------------------------------------------
Annuitant The Contract Owner The Contingent Contingent
is living Annuitant is Annuitant becomes
living the Annuitant, and
the Contract
continues.
- --------------------------------------------------------------------------------

If death occurs on or after the Annuity Commencement Date:

- --------------------------------------------------------------------------------
If the deceased is and... then the...
the...
Contract Owner The Annuitant is living Designated Beneficiary
becomes the Contract Owner
Annuitant The Contract Owner is Contract Owner receives the
living Death Benefit.
Annuitant The Annuitant is also the Designated Beneficiary
Contract Owner receives the Death Benefit.
- --------------------------------------------------------------------------------

These are the most common Death Benefit scenarios, however, there are others.
Some of the Annuity Payout Options may not result in a Death Benefit payout. If
you have questions about these and any other scenarios, please contact your
registered representative or us.

What should the Beneficiary consider?

Alternatives to the Required Distributions: The selection of an Annuity Payout
Option and the timing of the selection will have an impact on the tax treatment
of the Death Benefit. To receive favorable tax treatment, the Annuity Payout
Option selected: (a) cannot extend beyond the Beneficiary's life or life
expectancy, and (b) must begin within one year of the date of death.

If these conditions are not met, the Death Benefit will be treated as a lump sum
payment for tax purposes. This sum will be taxable in the year in which it is
considered received.

Spousal contract continuation - If the Beneficiary is the Contract Owner's
spouse, the Beneficiary may elect to continue the Contract as the contract
owner, receive the death benefit in one lump sum payment or elect an Annuity
Payout Option. The spousal continuation is available only once for each
Contract.

If you elect the Optional Death Benefit Rider for an additional charge and
the Contract continues with the spouse as Contract Owner, we will adjust the
Contract Value to the amount that we would have paid as the Death Benefit, if
the Spouse had elected to receive the Death Benefit under the Optional Death
Benefit Rider.

Surrenders

What kinds of Surrenders are available?

Full Surrenders before the Annuity Commencement Date: When you Surrender your
Contract before the Annuity Commencement Date, the Surrender Value of the
Contract will be made in a lump sum payment. The Surrender Value is the
Contract Value minus

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any applicable Premium Taxes, Contingent Deferred Sales Charges and the Annual
Maintenance Fee. The Surrender Value may be more or less than the amount of the
Premium Payments made to a Contract.

Partial Surrenders before the Annuity Commencement Date: You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:
- - The partial Surrender amount must be at least equal to $100, our current
minimum for partial Surrenders, and
- - The Contract must have a minimum Contract Value of $500 after the
Surrender. The minimum Contract Value in New York must be $1000 after the
Surrender. We reserve the right to close your Contract and pay the full
Surrender Value if the Contract Value is under the minimum after the
Surrender. If your Contract was issued in Texas, a remaining value of $500
is not required to continue the Contract if Premium Payments were made in
the last two Contract Years.

Full Surrenders after the Annuity Commencement Date: You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Period Certain Annuity Payout Option. Under this option, we pay
you the Commuted Value of your Contract minus any applicable Contingent Deferred
Sales Charges. The Commuted Value is determined on the day we receive your
written request for Surrender.

Partial Surrenders are allowed after the Annuity Commencement Date if you elect
Payments for a Designated Period. You should check with your tax advisor
because there may be adverse tax consequences.

How do I request a Surrender?

Requests for full Surrenders must be in writing. Requests for partial
Surrenders can be made in writing or by telephone. We will send your money
within seven days of receiving complete instructions. However, we may postpone
payment of Surrenders whenever: (a) the New York Stock Exchange is closed, (b)
trading on the New York Stock Exchange is restricted by the SEC, (b) the SEC
permits and orders postponement or (c) the SEC determines that an emergency
exists to restrict valuation.

Written Requests - To request a full or partial Surrender, complete a Surrender
Form or send us a letter, signed by you, stating:
- - the dollar amount that you want to receive, either before or after we
withhold taxes and deduct for any applicable charges,
- - your tax withholding amount or percentage, if any, and
- - your mailing address.

If there are joint Contract Owners, both must authorize all Surrenders. For a
partial

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Surrender, specify the Accounts that you want your Surrender to come from,
otherwise, the Surrender will be taken in proportion to the value in each
Account.

Telephone Requests: To request a partial Surrender by telephone, we must have
received your completed Telephone Redemption Program Enrollment Form. If there
are joint Contract Owners, both must sign this form. By signing the form, you
authorize us to accept telephone instructions for partial Surrenders from either
Contract Owner. Telephone authorization will remain in effect until we receive a
written cancellation notice from you or your joint Contract Owner, we
discontinue the program; or you are no longer the owner of the Contract. There
are some restrictions on telephone surrenders, please call us with any
questions.

We may record telephone calls and use other procedures to verify information and
confirm that instructions are genuine. We will not be liable for losses or
expenses arising from telephone instructions reasonably believed to be genuine.
We may modify the requirements for telephone redemptions at any time.

Telephone Surrender instructions received before the close of the New York Stock
Exchange will be processed on that Valuation Day. Otherwise, your request will
be processed on the next Valuation Day.

Completing a Power of Attorney form for another person to act on your behalf may
prevent you from making Surrenders via telephone.

What should be considered about taxes?

There are certain tax consequences associated with Surrenders:

Prior to age 59 1/2: If you make a Surrender prior to age 59 1/2, there may be
adverse tax consequences including a 10% federal income tax penalty on the
taxable portion of the Surrender payment. Surrendering before age 59 1/2 may
also affect the continuing tax-qualified status of some Contracts.

We do not monitor Surrender requests. To determine whether a Surrender is
permissible, with or without federal income tax penalty, please consult your
personal tax adviser.

More than one Contract issued in the same calendar year:

If you own more than one contract issued by us or our affiliates in the same
calendar year, then these contracts may be treated as one contract for the
purpose of determining the taxation of distributions prior to the Annuity
Commencement Date. Please consult your tax adviser for additional information.

Internal Revenue Code section 403(b) annuities - As of December 31, 1988, all
section 403(b) annuities have limits on full and partial Surrenders.
Contributions to your

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<PAGE>

Contract made after December 31, 1988 and any increases in cash value after
December 31, 1988 may not be distributed unless you are: (a) age 59 1/2, (b) no
longer employed, (c) deceased, (d) disabled, or (e) experiencing a financial
hardship (cash value increases may not be distributed for hardships prior to age
59 1/2). Distributions prior to age 59 1/2 due to financial hardship;
unemployment or retirement may still be subject to a penalty tax of 10%.

We encourage you to consult with your tax adviser before making any Surrenders.
Please see the "Federal Tax Considerations" section for more information.

ANNUITY PAYOUTS

This section describes what happens when we begin to make regular Annuity
Payouts from your Contract. You, as the Contract Owner, should answer five
questions:

1. When do you want Annuity Payouts to begin?
2. What Annuity Payout Option do you want to use?
3. How often do you want to receive Annuity Payouts?
4. What is the Assumed Investment Return?
5. Do you want Annuity Payouts to be fixed or variable or a combination?

Please check with your financial advisor to select the Annuity Payout Option
that best meets your income needs.

1. When do you want Annuity Payouts to begin?

You select an Annuity Commencement Date when you purchase your Contract or at
any time before you begin receiving Annuity Payouts. You may change the Annuity
Commencement Date by notifying us within thirty days prior to the date. The
Annuity Commencement Date cannot be deferred beyond the month of the Annuitant's
90th birthday.

The Annuity Calculation Date is when the amount of your Annuity Payout is
determined. This occurs within five Valuation Days before your selected Annuity
Commencement Date.

All Annuity Payouts, regardless of frequency, will occur on the same day of the
month as the Annuity Commencement Date. After the initial payout, if an Annuity
Payout date falls on a Non-Valuation Day, the Annuity Payout is computed on the
prior Valuation Day. If the Annuity Payout date does not occur in a given month
due to a leap year or months with only 28 days (i.e. the 31st), the Annuity
Payout will be computed on the last Valuation Day of the month.

2. Which Annuity Payout Option do you want to use?

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<PAGE>

Your Contract contains the Annuity Payout Options described below. We may make
other Annuity Payout Options available.

Option 1: Life Annuity - We make Annuity Payouts as long as the Annuitant is
living. When the Annuitant dies, we stop making Annuity Payouts. A Payee would
receive only one Annuity Payout if the Annuitant dies after the first payout,
two Annuity Payouts if the Annuitant dies after the second payout, and so forth.

Option 2 - Life Annuity with 120, 180 or 240 Monthly Payments Certain - We make
monthly Annuity Payouts during the lifetime of the Annuitant but Annuity Payouts
are at least guaranteed for a minimum of 120, 180 or 240 months, as you elect.
If, at the death of the Annuitant, Annuity Payouts have been made for less than
the minimum elected number of months, then the Commuted Value as of the date of
the Annuitant's death will be paid in one sum to the Beneficiary or the
Beneficiary may continue the Annuity Payouts.

Option 3- Joint and Last Survivor Life Annuity - We will make Annuity Payouts as
long as the Annuitant and Joint Annuitant are living. When one Annuitant dies,
we continue to make Annuity Payouts to the other Annuitant until that second
Annuitant dies. When choosing this option, you must decide what will happen to
the Annuity Payouts after the first Annuitant dies. You must select Annuity
Payouts that:
- Remain the same at 100%, or
- Decrease to 66.67%, or
- Decrease to 50%.

For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.

OPTION 4 - PAYMENTS FOR A DESIGNATED PERIOD - We will make Annuity Payouts for
the number of years that you select. You can select between 5 years and 30
years.

Important Information:

- You cannot Surrender your Contract once Annuity Payouts begin, unless
you have selected the Payments For a Designated Period Annuity Payout
Option. A Contingent Deferred Sales Charge may be deducted.
- For Non-Qualified Contracts, if you do not elect an Annuity Payout
Option, fixed Annuity Payouts will automatically begin on the Annuity
Commencement Date under the Life Annuity with 120 Monthly Payments
Certain Annuity Payout Option.
- For Qualified Contracts and Contracts issued in Texas, if you do not
elect an Annuity Payout Option, fixed Annuity Payouts will begin
automatically on the

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<PAGE>

Annuity Commencement Date, under the Annuity Payout Option 1 - Life
Annuity.

3. How often do you want the Payee to receive Annuity Payouts?

In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you want the Payee to receive Annuity
Payouts. You may choose to receive Annuity Payouts:
- monthly,
- quarterly,
- semi-annually, or
- annually.

Once you select a frequency, it cannot be changed. If you do not make a
selection, the Payee will receive monthly Annuity Payouts. You must select a
frequency that results in an Annuity Payout of at least $50. If the amount
falls below $50, we have the right to change the frequency to bring the Annuity
Payout up to at least $50. For Contracts issued in New York, the minimum
monthly Annuity Payout is $20.

4. What is the Assumed Investment Return?

The Assumed Investment Return is the investment return used to calculate
variable Annuity Payouts. The Assumed Investment Return for your Annuity if you
purchased Series VI is 5%, Series II, Series IIR, Series III, Series IV and
Series V have a 4% Assumed Investment Return. The first Annuity Payout will be
based on the Assumed Investment Return. The remaining Annuity Payouts will
fluctuate based on the actual investment results of the Sub-Accounts.

5. Do you want Annuity Payouts to be fixed or variable or a combination?

You may choose an Annuity Payout Option with fixed-dollar amounts,
variable-dollar amounts or a combination depending on your income needs.

Fixed-Dollar Amount Annuity Payouts - Once a fixed-dollar amount Annuity Payout
begins, you cannot change your selection to receive variable-dollar amount
Annuity Payout. You will receive equal fixed-dollar amount Annuity Payouts
throughout the Annuity Payout period. Fixed-dollar amount Annuity Payout
amounts are determined by multiplying the Contract Value, minus any applicable
Premium Taxes, by an Annuity rate. The annuity rate is set by us and is not less
than the rate specified in the fixed-dollar amount Annuity Payout Option tables
in your Contract. The fixed-dollar amount Annuity Payout is not available for
Series II.

Variable-Dollar Amount Annuity Payouts - A variable-dollar amount Annuity Payout
is based on the investment performance of the Sub-Accounts. The variable-dollar
amount

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Annuity Payouts may fluctuate with the performance of the underlying Funds. To
begin making variable-dollar amount Annuity Payouts, we convert the first
Annuity Payout amount to a set number of Annuity Units and then price those
units to determine the Annuity Payout amount. The number of Annuity Units that
determines the Annuity Payout amount remains fixed unless you transfer units
between Sub-Accounts.

The dollar amount of the first variable Annuity Payout depends on:
- the Annuity Payout Option chosen,
- the Annuitant's attained age and gender (if applicable),and,
- the applicable annuity purchase rates based on the 1983a Individual
Annuity Mortality table
- the Assumed Investment Return

The total amount of the first variable-dollar amount Annuity Payout is
determined by dividing the Contract Value minus any applicable Premium Taxes, by
$1,000 and multiplying the result by the payment factor defined in the Contract
for the selected Annuity Payout Option.

The dollar amount of each subsequent variable-dollar amount Annuity Payout is
equal to the total of :

Annuity Units for each Sub-Account multiplied by Annuity Unit Value of each
Sub-Account.

The Annuity Unit Value of each Sub-Account for any Valuation Period is equal to
the Accumulation Unit Value Net Investment Factor for the current Valuation
Period multiplied by the Annuity Unit factor, multiplied by the Annuity Unit
Value for the preceding Valuation Period.

Transfer of Annuity Units: Depending on which Series you purchased, you may be
able to transfer dollar amounts of Annuity Units from one Sub-Account to another
after the Annuity Calculation Date. On the day you make a transfer, the dollar
amounts are equal for both Sub-Accounts and the number of Annuity Units will be
different. We will transfer the dollar amount of your Annuity Units the day we
receive your written request if received before the close of the New York Stock
Exchange. Otherwise, the transfer will be made on the next Valuation Day.
Please check your Contract to see if these transfers are available.

OTHER PROGRAMS AVAILABLE

InvestEase Program - InvestEase is an electronic transfer program that allows
you to have money automatically transferred from your checking or savings
account, and invested in your Contract. It is available for Premium Payments
made after your initial Premium Payment. The minimum amount for each transfer
is $50. You can elect to

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<PAGE>

have transfers occur either monthly or quarterly, and they can be made into any
Account available in your Contract.

Automatic Income Program - The Automatic Income Program allows you to Surrender
up to 10% of your total Premium Payments each Contract Year. We can Surrender
from the Accounts you select systematically on a monthly, quarterly, semiannual,
or annual basis. The Automatic Income Program may change based on your
instructions after your seventh Contract Year.

Asset Allocation Program - Asset Allocation is a program that allows you to
choose an allocation for your Sub-Accounts to help you reach your investment
goals. Some Contracts offer model allocations with pre-selected Sub-Accounts
and percentages that have been established for each type of investor - ranging
from conservative to aggressive. Over time, Sub-Account performance may cause
your Contract's allocation percentages to change, but under the Asset Allocation
Program, your Sub-Account allocations are rebalanced to the percentages in the
current model you have chosen. You can transfer freely between allocation
models up to twelve times per year. You can also allocate a portion of your
investment to Sub-Accounts that may not be part of the model. You can only
participate in one asset allocation model at a time.

Asset Rebalancing - Asset Rebalancing is another type of asset allocation
program in which you customize your Sub-Accounts to meet your investment needs.
You select the Sub-Accounts and the percentages you want allocated to each
Sub-Account. Based on the frequency you select, your model will automatically
rebalance to the original percentages chosen. You can transfer freely between
models up to twelve times per year. You can also allocate a portion of your
investment to Sub-Accounts that are not part of the model. You can only
participate in one asset rebalancing model at a time.

OTHER INFORMATION

Assignment - Ownership of this Contract is generally assignable. However, if the
Contract is issued to a tax qualified retirement plan, it is possible that the
ownership of the Contract may not be transferred or assigned. An assignment of
a Non-Qualified Contract may subject the Contract Values or Surrender Value to
income taxes and certain penalty taxes.

Contract Modification - The Annuitant may not be changed. However, if the
Annuitant is still living, the Contingent Annuitant may be changed at any time
prior to the Annuity Commencement Date by sending us written notice. We may
modify the Contract, but no modification will effect the amount or term of any
Contract unless a modification is required to conform the Contract to applicable
Federal or State law. No modification will effect the method by which Contract
Values are determined.

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

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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. HSD is an affiliate of
Hartfords Both HSD and Hartford are ultimately controlled by The Hartford
Financial Services Group Inc. The principal business address of HSD is the same
as ours. The securities will be sold by individuals who represent us as
insurance agents and who are registered representatives of Broker-Dealers that
have entered into distribution agreements with HSD.

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.

YEAR 2000

IN GENERAL The Year 2000 issue relates to the ability or inability of computer
hardware, software and other information technology (IT) systems, as well as
non-IT systems, such as equipment and machinery with imbedded chips and
microprocessors, to properly process information and data containing or related
to dates beginning with the year 2000 and beyond. The Year 2000 issue exists
because, historically, many IT and non-IT systems that are in use today were
developed years ago when a year was identified using a two-digit date field
rather than a four-digit date field. As information and data containing or
related to the century date are introduced to date sensitive systems, these
systems may recognize the year 2000 as "1900", or not at all, which may result
in systems processing information incorrectly. This, in turn, may significantly
and adversely affect the integrity and reliability of information databases of
IT systems, may cause the malfunctioning of certain non-IT systems, and may
result in a wide variety of adverse consequences to a company. In addition,
Year 2000 problems that occur with third parties with which a company does
business, such as suppliers, computer vendors, distributors and others, may also
adversely affect any given

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company.

The integrity and reliability of Hartford's IT systems, as well as the
reliability of its non-IT systems, are integral aspects of Hartford's business.
Hartford issues insurance policies, annuities, mutual funds and other financial
products to individual and business customers, nearly all of which contain date
sensitive data, such as policy expiration dates, birth dates and premium payment
dates. In addition, various IT systems support communications and other systems
that integrate Hartford's various business segments and field offices. Hartford
also has business relationships with numerous third parties that affect
virtually all aspects of Hartford's business, including, without limitation,
suppliers, computer hardware and software vendors, insurance agents and brokers,
securities broker-dealers and other distributors of financial products, many of
which provide date sensitive data to Hartford, and whose operations are
important to Hartford's business.

INTERNAL YEAR 2000 EFFORTS AND TIMETABLE Beginning in 1990, Hartford began
working on making its IT systems Year 2000 ready, either through installing new
programs or replacing systems. Since January 1998, Hartford's Year 2000 efforts
have focused on the remaining Year 2000 issues related to IT and non-IT systems
in all of Hartford's business segments. These Year 2000 efforts include the
following five main initiatives: (1) identifying and assessing Year 2000 issues;
(2) taking actions to remediate IT and non-IT systems so that they are Year 2000
ready; (3) testing IT and non-IT systems for Year 2000 readiness; (4) deploying
such remediated and tested systems back into their respective production
environments; and (5) conducting internal and external integrated testing of
such systems. As of December 31, 1998, Hartford substantially completed
initiatives (1) through (4) of its internal Year 2000 efforts. Hartford has
begun initiative (5) and management currently anticipates that such activity
will continue into the fourth quarter of 1999.

THIRD PARTY YEAR 2000 EFFORTS AND TIMETABLE Hartford's Year 2000 efforts
include assessing the potential impact on Hartford of third parties' Year 2000
readiness. Hartford's third party Year 2000 efforts include the following three
main initiatives: (1) identifying third parties which have significant business
relationships with Hartford, including, without limitation, insurance agents,
brokers, third party administrators, banks and other distributors and servicers
of financial products, and inquiring of such third parties regarding their Year
2000 readiness; (2) evaluating such third parties' responses to Hartford's
inquiries; and (3) based on the evaluation of third party responses (or a third
party's failure to respond) and the significance of the business relationship,
conducting additional activities with respect to third parties as determined to
be necessary in each case. These activities may include conducting additional
inquiries, more in-depth evaluations of Year 2000 readiness and plans, and
integrated IT systems testing. Hartford has completed the first third party
initiative and, as of early 1999, had substantially completed evaluating third
party responses received. Hartford has begun conducting the additional
activities described in initiative (3) and management currently anticipates that
it will continue to do so through the end of 1999. However,

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notwithstanding these third party Year 2000 efforts, Hartford does not have
control over these third parties and, as a result, Hartford cannot currently
determine to what extent future operating results may be adversely affected by
the failure of these third parties to adequately address their Year 2000 issues.

YEAR 2000 COSTS The costs of Hartford's Year 2000 program that were incurred
through the year ended December 31, 1997 were not material to Hartford's
financial condition or results of operations. The after-tax costs of Hartford's
Year 2000 efforts for the year ended December 31, 1998 were approximately $3
million. Management currently estimates that after-tax costs related to the Year
2000 program to be incurred in 1999 will be less than $10 million. These costs
are being expensed as incurred.

RISKS AND CONTINGENCY PLANS If significant Year 2000 problems arise, including
problems arising with third parties, failures of IT and non-IT systems could
occur, which in turn could result in substantial interruptions in Hartford's
business. In addition, Hartford's investing activities are an important aspect
of its business and Hartford may be exposed to the risk that issuers of
investments held by it will be adversely impacted by Year 2000 issues. Given
the uncertain nature of Year 2000 problems that may arise, especially those
related to the readiness of third parties discussed above, management cannot
determine at this time whether the consequences of Year 2000 related problems
that could arise will have a material impact on Hartford's financial condition
or results of operations.

Hartford is in the process of developing certain contingency plans so that if,
despite its Year 2000 efforts, Year 2000 problems ultimately arise, the impact
of such problems may be avoided or minimized. These contingency plans are being
developed based on, among other things, known or reasonably anticipated
circumstances and potential vulnerabilities. The contingency planning also
includes assessing the dependency of Hartford's business on third parties and
their Year 2000 readiness. Hartford currently anticipates that internal and
external contingency plans will be substantially complete by the end of the
second quarter of 1999. However, in many contexts, Year 2000 issues are dynamic,
and ongoing assessments of business functions, vulnerabilities and risks must be
made. As such, new contingency plans may be needed in the future and/or
existing plans may need to be modified as circumstances warrant.

Legal Matters and Experts

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

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, Connecticut 06104-2999.

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The audited financial statements and financial statement schedules included in
this registration statement have been audited by Arthur Andersen LLP,
independent public accountants, as indicated in their reports with respect
thereto, and are included herein in reliance 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.

More Information

You may call your Representative if you have any questions or write or call us
at the address below:

Hartford Life Insurance Company
Attn: Individual Annuity Services
P.O. Box 5085
Hartford, Connecticut 06102-5085.
Telephone: (800) 862-6668 (Contract Owners)
(800) 862-7155 (Investment Consultants)

FEDERAL TAX CONSIDERATIONS

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

A. GENERAL

Since federal tax law is complex, the tax consequences of purchasing this
contract will vary depending on your situation. You may need tax or legal advice
to help you determine whether purchasing this contract is right for you.

Our general discussion of the tax treatment of this contract is based on our
understanding of federal income tax laws as they are currently interpreted. A
detailed description of all federal income tax consequences regarding the
purchase of this contract cannot be made in the prospectus. We also do not
discuss state, municipal or other tax laws that may apply to this contract. For
detailed information, you should consult with a qualified tax adviser familiar
with your situation.

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

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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"). 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. Code Section 72 contains provisions
for contract owners which are not natural persons. Non-natural persons
include corporations, trusts, limited liability companies, partnerships and
other types of legal entities. The tax rules for contracts owned by
non-natural persons are different from the rules for contracts owned by
individuals. For example, the annual net increase in the value of the
contract is currently includible 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:

- certain annuities held by structured settlement companies,

- certain annuities held by an employer with respect to a terminated
qualified retirement plan and

- certain immediate annuities.

A non-natural person which is a tax-exempt entity for federal tax purposes
will not be subject to income tax as a result of this provision.

If the contract owner is a non-natural person, the primary annuitant is
treated as the contract owner in applying mandatory distribution rules.
These rules require that certain distributions be made upon the death of
the contract owner. A change in the primary annuitant is also 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.

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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

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made periodically after the Annuity Commencement Date are includable in
gross income to the extent the payments exceed the amount determined by the
application of the ratio of the "investment in the contract" to the total
amount of the payments to be made after the Annuity Commencement Date (the
"exclusion ratio").

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

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

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

c. AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS. Contracts issued after
October 21, 1988 by the same insurer (or affiliated insurer) to the same
Contract Owner within the same calendar year (other than certain contracts
held in connection with a tax-qualified retirement arrangement) will be
treated as one annuity Contract for the purpose of determining the taxation
of distributions prior to the Annuity Commencement Date. An annuity
contract received in a tax-free exchange for another annuity contract or
life insurance contract may be treated as a new Contract for this purpose.
Hartford 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.

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

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

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

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

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

4. A distribution that is part of a scheduled series of
substantially equal periodic payments (not less frequently than
annually) for the life (or life expectancy) of the recipient (or
the joint lives or life expectancies of the recipient and the
recipient's designated 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

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i. Death of Contract Owner or Primary Annuitant

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

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

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

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

ii. Alternative Election to Satisfy Distribution Requirements

If any portion of the interest of a Contract Owner described in i.
above is payable to or for the benefit of a designated beneficiary,
such beneficiary may elect to have the portion distributed over a
period that does not extend beyond the life or life expectancy of the
beneficiary. The election must be made 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. This spousal
continuation shall apply only once for this contract.

3. DIVERSIFICATION REQUIREMENTS. The Code requires that investments supporting
your contract be adequately diversified. Code Section 817 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. If a contract is not
treated as an annuity contract, the contract owner will be subject to
income tax on annual increases in cash value.

The Treasury Department's diversification regulations 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,

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- - 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 the case of government securities, each government
agency or instrumentality is 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 still 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.

We monitor the diversification of investments in the separate accounts and
test for diversification as required by the Code. We intend 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 separate
accounts supporting the contract must be considered to be owned by the
insurance company and not by the contract owner. It is unclear under what
circumstances an investor is considered to have enough control over the
assets in the separate account to be considered the owner of the assets for
tax purposes.

The IRS has issued several rulings discussing investor control. These
rulings say 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.

In its explanation of the diversification regulations, the Treasury
Department recognized that the temporary regulations "do not provide
guidance concerning the circumstances in which investor control of the
investments of a segregated asset account may cause the investor, rather
than the insurance company, to be treated as the owner of the assets in the
account." The explanation further indicates that "the temporary regulations
provide that in appropriate cases a segregated asset account may include
multiple sub-accounts, but do not specify the extent to which policyholders
may direct their investments to particular sub-accounts without being
treated as the owners of the underlying assets. Guidance on this and other
issues will be provided in regulations or revenue rulings under Section
817(d), relating to the definition of variable contract."

The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance
has yet to be issued. We do not know if additional guidance will be
issued. If guidance is issued, we do not know if it will have a
retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when

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a contract owner is considered the owner of the assets for tax purposes.
We reserve the right to modify the contract, as necessary, to prevent you
from being considered the owner of assets in the separate account.
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 there is no election to waive withholding, 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 for information relative to the types of plans
for which it may be used and the general explanation of the tax features of such
plans.

F. ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS

The discussion above provides general information regarding U.S. federal income
tax consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal income tax and withholding on annuity distributions at a 30% rate,
unless a lower treaty rate applies. In addition, purchasers may be subject to
state premium tax, other state and/or municipal taxes, and taxes that may be
imposed by the purchaser's country of citizenship or residence. Prospective
purchasers are advised to consult with a qualified tax adviser regarding U.S.,
state, and foreign taxation with respect to an annuity purchase.

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Appendix I
Series II of The Director variable annuity

Series II of The Director variable annuity was sold from October 15, 1986
through May 1, 1988. Almost all of the provisions detailed in the prospectus
apply to you except for the following changes:

Contingent Deferred Sales Charges:
The Contingent Deferred Sales Charge is a percentage of the amount Surrendered
and equals:

First Year 5%
Second Year 5%
Third Year 4%
Fourth Year 3%
Fifth Year 2%
Sixth Year 0%

The Fixed Accumulation Feature :
The Fixed Accumulation Feature was not available in this Contract version.

The Death Benefit:
The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds.
When there is more than one Beneficiary, we will calculate the Accumulation
Units for each Sub-account for each Beneficiary's portion of the proceeds.

If death occurs before the Annuity Commencement Date and the descendant's 90th
birthday, the Death Benefit is the greatest of:
- - The Contract Value or
- - 100% of all Premium Payments paid into the Contract minus any partial
Surrenders.

If death occurs after the decedent's 90th birthday, the Death Benefit is the
Contract Value on the date the death certificate or other legal document
acceptable to us is received.

Annuity Payout Options:

Annuity Payout Options available are:

OPTION 1: LIFE ANNUITY - We make Annuity Payouts as long as the Annuitant is
living. When the Annuitant dies, we stop making Annuity Payouts. A Payee would
receive only one Annuity Payout if the Annuitant dies after the first payout,
two Annuity Payouts if the Annuitant dies after the second payout, and so forth.

OPTION 2 - LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN - We make
monthly Annuity Payouts during the lifetime of the Annuitant but Annuity Payouts
are at least guaranteed for a minimum of 120, 180 or 240 months, as you elect.
If, at the death of the Annuitant, Annuity Payouts have been made for less than
the minimum elected number of months, then the Commuted Value as of the date of
the Annuitant's death will be paid in one sum to the Beneficiary.

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OPTION 3- JOINT AND LAST SURVIVOR LIFE ANNUITY - We will make Annuity Payouts as
long as the Annuitant and Joint Annuitant are living. When one Annuitant dies,
we continue to make Annuity Payouts to the other Annuitant until that second
Annuitant dies. When choosing this option, you must decide what will happen to
the Annuity Payouts after the first Annuitant dies. You must select Annuity
Payouts that:
- Remain the same at 100%, or
- Decrease to 66.67%, or
- Decrease to 50%.

OPTION 4 - PAYMENTS FOR A DESIGNATED PERIOD - We will make Annuity Payouts for
the number of years that you select. You can select between 5 years and 30
years.

Qualified Plans may also elect to use the following Annuity Payout Option if the
guaranteed period is less than the life expectancy of the Annuitant at the time
the Annuity Payout Option goes into effect:

UNIT REFUND LIFE ANNUITY - We make monthly Annuity Payouts during the lifetime
of the Annuitant. Upon the death of the Annuitant, the Beneficiary may receive
an excess payment. We determine if an excess payment is due by dividing (a) by
(b), where (a) is equal to the amount available for this Annuity Payout Option
on the Annuity Commencement Date divided by the Annuity Unit Value on the
Annuity Commencement Date and (b) is equal to the number of Annuity Units
represented by each monthly Annuity Payout already made multiplied by the number
of Annuity Payouts made.

If that amount is a positive number, we then multiply the excess payment by the
Annuity Unit Value as of the date we receive a certified death certificate or
other legal document acceptable to us. That amount is then paid to the
Beneficiary. This is available only for variable dollar amount Annuity Payouts.

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Appendix II
Series IIR of The Director variable annuity was sold from May 1, 1988 through
September 1, 1988. Almost all of the provisions detailed in the prospectus
apply to you except for the following changes:

Contingent Deferred Sales Charges:
The Contingent Deferred Sales Charge is a percentage of the amount Surrendered
and equals:

First Year 5%
Second Year 5%
Third Year 4%
Fourth Year 3%
Fifth Year 2%
Sixth Year 0%

The Fixed Accumulation Feature :
The Fixed Accumulation Feature was not available in this Contract version.

If death occurs after the decedent's 90th birthday, the Death Benefit is the
Contract Value on the date the death certificate or other legal document
acceptable to us is received.

Annuity Payout Options

The following Annuity Payout Options are available:

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OPTION 4 - PAYMENTS FOR A DESIGNATED PERIOD - We will make Annuity Payouts for
the number of years that you select. You can select between 5 years and 30
years.

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Appendix III
Series III of The Director variable annuity

Series III of The Director variable annuity was sold from September 1, 1988
through May 1, 1990. Almost all of the provisions detailed in the prospectus
apply to you except for the following changes:

Contingent Deferred Sales Charges:

First Year 6%
Second Year 6%
Third Year 6%
Fourth Year 6%
Fifth Year 5%
Sixth Year 4%
Seventh Year 0%

Death Benefit:
The death benefit payable is equal to the greater of:
- - the Contract Value determined as of the day written proof of death is
received; or
- - 100% of the total Premium Payments made, reduced by any surrenders; or
- - the Contract Value on the Specified Contract Anniversary immediately
preceding the date of death, increased by any Premium Payments made
and decreased by any Surrenders since the preceding Specified
Contract Anniversary.

The Specified Contract Anniversary is every sixth Contact Anniversary (i.e, the
6th, 12th etc.)

Death Benefit Remaining with the Company:
The Beneficiary may elect under the Annuity Payout Option "Death Benefit
Remaining with the Company" to leave proceeds from the Death Benefit with us for
up to five years from the date of the Contract Owner's death if the Contract
Owner died before the Annuity Commencement Date. Once we receive a certified
death certificate or other legal documents acceptable to us, the Beneficiary
can: (a) make Sub-Account transfers and (b) take Surrenders without paying
Contingent Deferred Sales Charges.

The Annuity Payout Options offered are:

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OPTION 4 - PAYMENTS FOR A DESIGNATED PERIOD - We will make Annuity Payouts for
the number of years that you select. You can select between 5 years and 30
years.

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Appendix IV
Series IV of The Director variable annuity

Series IV of The Director variable annuity was sold from May 1, 1990 through May
1, 1992. Almost all of the provisions detailed in the prospectus apply to you
except for the following changes:

Contingent Deferred Sales Charges:

Deferred Sales Charge (as a percentage of amounts Surrendered)
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%

Death Benefit:
The death benefit payable is equal to the greater of:
- - the Contract Value determined as of the day written proof of death is
received; or
- - 100% of the total Premium Payments made, reduced by any surrenders; or
- - the Contract Value on the Specified Contract Anniversary immediately
preceding the date of death, increased by any Premium Payments made and
decreased by any Surrenders since the preceding Specified Contract
Anniversary.

The Specified Contract Anniversary is every seventh Contact Anniversary (i.e,
the 7th, 14th etc.)

The Annuity Options under this Series are:

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made for less than the minimum elected number of months, then the Commuted Value
as of the date of the Annuitant's death will be paid in one sum to the
Beneficiary.

OPTION 4 - PAYMENTS FOR A DESIGNATED PERIOD - We will make Annuity Payouts for
the number of years that you select. You can select between 5 years and 30
years.

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Appendix V
Series V of The Director variable annuity

Series V of The Director variable annuity was sold from May 1, 1992 through June
27, 1994. Almost all of the provisions detailed in the prospectus apply to you
except for the following changes:

Contingent Deferred Sales Charges:

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%

Death Benefit:
The death benefit payable is equal to the greater of:
- - the Contract Value determined as of the day written proof of death is
received; or
- - 100% of the total Premium Payments made, reduced by any surrenders; or
- - the Contract Value on the Specified Contract Anniversary immediately
preceding the date of death, increased by any Premium Payments made and
decreased by any Surrenders since the preceding Specified Contract
Anniversary.

The Specified Contract Anniversary is every seventh Contact Anniversary (i.e,
the 7th, 14th etc.)

The Annuity Options under this Series are:

OPTION 2 - LIFE ANNUITY WITH 120, 180 OR 240 MONTHLY PAYMENTS CERTAIN - We make
monthly Annuity Payouts during the lifetime of the Annuitant but Annuity Payouts
are at least guaranteed for a minimum

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of 120, 180 or 240 months, as you elect. If, at the death of the Annuitant,
Annuity Payouts have been made for less than the minimum elected number of
months, then the Commuted Value as of the date of the Annuitant's death will be
paid in one sum to the Beneficiary.

OPTION 4 - PAYMENTS FOR A DESIGNATED PERIOD - We will make Annuity Payouts for
the number of years that you select. You can select between 5 years and 30
years.

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APPENDIX VI - INFORMATION REGARDING TAX-QUALIFIED PLANS

This summary does not attempt to provide more than general information about the
federal income tax rules associated with use of a Contract by a tax-qualified
retirement plan. Because of the complexity of the federal tax rules, owners,
participants and beneficiaries are encouraged to consult their own tax advisors
as to specific tax consequences.

The federal tax rules applicable to owners of Contracts under tax-qualified
retirement plans vary according to the type of plan as well as the terms and
conditions of the plan itself. Contract owners, plan participants and
beneficiaries are cautioned that the rights and benefits of any person may be
controlled by the terms and conditions of the tax-qualified retirement plan
itself, regardless of the terms and conditions of a Contract. We are not bound
by the terms and conditions of such plans to the extent such terms conflict with
a Contract, unless we specifically consent to be bound.

Some tax-qualified retirement plans are subject to distribution and other
requirements that are not incorporated into our administrative procedures.
Contract owners, participants and beneficiaries are responsible for determining
that contributions, distributions and other transactions comply with applicable
law. Tax penalties may apply to transactions with respect to tax-qualified
retirement plans if applicable federal income tax rules and restrictions are not
carefully observed.

We do not currently offer the Contracts in connection with all of the types of
tax-qualified retirement plans discussed below and may not offer the Contracts
for all types of tax-qualified retirement plans in the future.

1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS Eligible employers can
establish certain tax-qualified pension and profit-sharing plans under
section 401 of the Code. Rules under section 401(k) of the Code govern
certain "cash or deferred arrangements" under such plans. Rules under
section 408(k) govern "simplified employee pensions". Tax-qualified
pension and profit-sharing 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 the
Contracts in connection with tax-qualified pension or profit-sharing plans
should seek competent tax and other legal advice.

2. TAX SHELTERED ANNUITIES UNDER SECTION 403(b) Public schools and certain
types of charitable, educational and scientific organizations, as specified
in section 501(c)(3) of the Code, can purchase tax-sheltered annuity
contracts for their employees. Tax-deferred contributions can be made to
tax-sheltered annuity contracts under section 403(b) of the Code, subject
to certain limitations. Generally, such contributions may not exceed the
lesser of $10,000 (indexed) or 20% of the 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:

- after the participating employee attains age 59 1/2;

81
<PAGE>

- upon separation from service;
- upon death or disability; or

- 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.

3. DEFERRED COMPENSATION PLANS UNDER SECTION 457 A governmental employer or
a tax-exempt employer other than a governmental unit can establish a
Deferred Compensation Plan under section 457 of the Code. For these
purposes, a "governmental employer" is a State, a political subdivision of
a State, or an agency or an instrumentality of a State or political
subdivision of a State. Employees and independent contractors performing
services for a governmental or tax-exempt employer can elect to have
contributions made to a Deferred Compensation Plan of their employer in
accordance with the employer's plan and section 457 of the Code.

Deferred Compensation Plans that meet the requirements of section 457(b) of
the Code are called "eligible" Deferred Compensation Plans. Section 457(b)
limits the amount of contributions that can be made to an eligible Deferred
Compensation Plan on behalf of a participant. Generally, the limitation on
contributions is 33 1/3% of a participant's includable compensation
(typically 25% of gross compensation) or, for 1999, $8,000 (indexed),
whichever is less. The plan may provide for additional "catch-up"
contributions during the three taxable years ending before the year in
which the participant attains normal retirement age.

All of the assets and income of an eligible Deferred Compensation Plan
established by a governmental employer after August 20, 1996, must be held
in trust for the exclusive benefit of participants and their beneficiaries.
For this purpose, custodial accounts and certain annuity contracts are
treated as trusts. Eligible Deferred Compensation Plans that were in
existence on August 20, 1996 may be amended to satisfy the trust and
exclusive benefit requirements any time prior to January 1, 1999, and must
be amended not later than that date to continue to receive favorable tax
treatment. The requirement of a trust does not apply to amounts under a
Deferred Compensation Plan of a tax-exempt (non-governmental) employer. In
addition, the requirement of a trust does not apply to amounts under a
Deferred Compensation Plan of a governmental employer if the Deferred
Compensation Plan is not an eligible plan within the meaning of section
457(b) of the Code. In the absence of such a trust, amounts under the plan
will be subject to the claims of the 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

82
<PAGE>

- suffers an unforeseeable financial emergency as defined in the Code.

Under present federal tax law, amounts accumulated in a Deferred
Compensation Plan under section 457 of the Code cannot be transferred or
rolled over on a tax-deferred basis except for certain transfers to other
Deferred Compensation Plans under section 457 in limited cases.

4. INDIVIDUAL RETIREMENT ANNUITIES ("IRAS") UNDER SECTION 408

TRADITIONAL IRAS. Eligible individuals can establish individual retirement
programs under section 408 of the Code through the purchase of an IRA.
Section 408 imposes limits with respect to IRAs, including limits on the
amount that may be contributed to an IRA, the amount of such contributions
that may be deducted from taxable income, the persons who may be eligible
to contribute to an IRA, and the time when distributions commence from an
IRA. Distributions from certain tax-qualified retirement plans may be
"rolled-over" to an IRA on a tax-deferred basis.

SIMPLE IRAS. Eligible employees may establish SIMPLE IRAs in connection
with a SIMPLE IRA plan of an employer under section 408(p) of the Code.
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 Traditional IRA only after two years have
expired since the employee first commenced participation in the employer's
SIMPLE IRA plan. Amounts cannot be rolled over to a SIMPLE IRA from a
qualified plan or a Traditional IRA. Hartford is a non-designated
financial institution for purposes of the SIMPLE IRA rules.

ROTH IRAS. Eligible individuals may establish Roth IRAs under section 408A
of the Code. Contributions to a Roth IRA are not deductible. Subject to
special limitations, a Traditional IRA may be converted into a Roth IRA or
a distribution from a Traditional IRA may be rolled over to a Roth IRA.
However, a conversion or a rollover from a Traditional 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.

5. FEDERAL TAX PENALTIES AND WITHHOLDING Distributions from tax-qualified
retirement plans are generally taxed as ordinary income 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 that bears the same ratio as the after-tax contributions bear
to the expected return.

(a) PENALTY TAX ON EARLY DISTRIBUTIONS Section 72(t) of the Code imposes
an additional penalty tax equal to 10% of the taxable portion of a
distribution from certain tax-qualified retirement plans. However,
the 10% penalty tax does not apply to a distributions that is:

- Made on or after the date on which the employee reaches age
59 1/2;

- Made to a beneficiary (or to the estate of the employee) on or
after the death of the employee;

- Attributable to the employee's becoming disabled (as defined in
the Code);

- Part of a series of substantially equal periodic payments (not
less frequently than annually) made for the life (or life
expectancy) of the employee or the joint lives (or joint life
expectancies) of the employee and his or her designated
beneficiary;

83
<PAGE>

- Except in the case of an IRA, made to an employee after
separation from service after reaching age 55; or

- Not greater than the amount allowable as a deduction to the
employee for eligible medical expenses during the taxable year.

In addition, the 10% penalty tax does not apply to a distribution from an
IRA that is:

- Made after separation from employment to an unemployed IRA owner
for health insurance premiums, if certain conditions are met;

- Not in excess of the amount of certain qualifying higher
education expenses, as defined by section 72(t)(7) of the Code;
or

- A qualified first-time homebuyer distribution meeting the
requirements specified at section 72(t)(8) of the Code.

If you are a participant in a SIMPLE IRA plan, you should be aware that the
10% penalty tax is increased to 25% with respect to non-exempt early
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.

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than
the minimum required distribution for the year, the Participant is subject
to a 50% penalty 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 the Required
Beginning Date. Generally, the Required Beginning Date is April 1 of the
calendar year following the later of:

- the calendar year in which the individual attains age 70 1/2; or

- the calendar year in which the individual retires from service
with the employer sponsoring the plan.

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:

- the life of the Participant or the lives of the Participant and
the Participant's designated beneficiary, or

- over a period not extending beyond the life expectancy of the
Participant or the joint life expectancy of the Participant and
the Participant's designated beneficiary.

Each annual distribution must equal or exceed a "minimum distribution
amount" which is

84
<PAGE>

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 and
distribution is over the life of such 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.

(c) WITHHOLDING In general, regular wage withholding rules apply to
distributions from IRAs and plans described in section 457 of the Code.
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
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.

Mandatory federal income tax withholding at a flat rate of 20% will
generally apply to other distributions from such other tax-qualified
retirement plans unless such distributions are:

- the non-taxable portion of the distribution;

- required minimum distributions; or

- direct transfer distributions.

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

Certain states require withholding of state taxes when federal income tax
is withheld.

<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

86
<PAGE>

This form must be completed for all tax-sheltered annuities.

Section 403(b)(11) Acknowledgment Form

The Hartford Variable Annuity Contract that 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:

<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 to me at the following
address:

Name

Address

City/State Zip Code

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

<PAGE>

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:
Date of Statement of Additional Information:

33-6952

<PAGE>

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>

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

HARTFORD'S RATINGS
- --------------------------------------------------------------------------------
Rating Agency Effective Rating Basis of Rating
Date of Rating
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
A.M. Best and Company, Inc. 1/1/99 A+ Financial performance
- --------------------------------------------------------------------------------
Standard & Poor's 6/1/98 AA Insurer financial strength
- --------------------------------------------------------------------------------
Duff & Phelps 12/21/98 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

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.

<PAGE>

HSD is an affiliate of Hartford. Both HSD and Hartford are ultimately
controlled by The Hartford Financial Services Group, Inc. The 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.

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1998: $61,629,500; 1997: $64,851,026; and 1996: $59,896,541. For
the applicable time periods, HSD has retained none of these commissions.

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:

<PAGE>

CHARGE LENGTH OF TIME FROM PREMIUM PAYMENT
(Number of Years)

<TABLE>

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)

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) below:

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

5
<PAGE>

(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:

$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

6
<PAGE>

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.

7
<PAGE>

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 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)

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

<PAGE>

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, 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 HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT. As summarized in
the Prospectus under the heading "Performance Related Information," the yield
of the Hartford Money Market HLS 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 Hartford Money Market HLS 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.

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Sub-Account Yield Effective Yield
- --------------------------------------------------------------------------------
<S> <C> <C>
HARTFORD MONEY MARKET HLS FUND* 3.52% 3.59%
- --------------------------------------------------------------------------------
</TABLE>

* YIELD AND EFFECTIVE YIELD FOR THE SEVEN DAY PERIOD ENDING DECEMBER 31, 1998.

9
<PAGE>

YIELDS OF THE HARTFORD BOND HLS FUND, HARTFORD HIGH YIELD HLS FUND AND THE
HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNTS. As summarized in the
Prospectus under the heading "Performance Related Information," yields of
these three 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 Hartford
Bond HLS Fund, Hartford High Yield HLS Fund and Hartford Mortgage Securities
HLS Fund Sub-Accounts' yields will vary from time to time depending upon
market conditions and, the composition of the underlying funds' portfolios.
Yield should also be considered relative to changes in the value of the
Sub-Accounts' shares and to the relative risks associated with the investment
objectives and policies of the Hartford Bond HLS Fund, Hartford High Yield
HLS Fund and Hartford Mortgage Securities HLS 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.

<TABLE>
- --------------------------------------------------------------------------------
Sub-Account Yield
- --------------------------------------------------------------------------------
<S> <C>
HARTFORD BOND HLS FUND ** 4.61%
- --------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND ** 7.56%
- --------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND ** 4.84%
- --------------------------------------------------------------------------------
</TABLE>

** YIELD QUOTATION BASED ON A 30 DAY PERIOD ENDED DECEMBER 31, 1998.

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

10
<PAGE>

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.

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED
DECEMBER 31, 1998

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------
Sub-Account Inception 1 Year 5 Year 10 Year Since
Date Inception
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
HARTFORD ADVISERS HLS FUND 3/31/83 13.61% 13.69% 11.95% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND 8/31/77 -2.70% 2.96% 5.57% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND 4/2/84 4.54% 14.03% 15.59% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND & GROWTH HLS FUND 3/8/94 5.47% N/A N/A 18.35%
- -------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND 9/30/98 N/A N/A N/A 21.97%
- -------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND 5/29/98 N/A N/A N/A 8.68%
- -------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND 9/30/98 N/A N/A N/A -6.01%
- -------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND 5/1/87 16.97% 19.53% 15.32% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND 3/1/95 2.44% N/A N/A 7.59%
- -------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL HLS FUND 7/2/90 2.22% 3.18% N/A 3.49%
- -------------------------------------------------------------------------------------------------
HARTFORD OPPORTUNITIES HLS FUND
- -------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND 7/30/97 15.50% N/A N/A 17.58%
- -------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND 6/30/80 -5.54% 0.77% 1.98% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND 1/1/85 -4.11% 2.65% 4.98% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND 8/9/96 0.73% N/A N/A 9.57%
- -------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND 8/31/77 22.32% 19.56% 15.33% N/A
- -------------------------------------------------------------------------------------------------
</TABLE>

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 and the time periods used to calculate return are based on the
inception date of the underlying Funds. Therefore, non-standardized total
return for a Sub-Account is higher than standardized total return for a
Sub-Account.

NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT
PRE-DATE THE INCEPTION DATE OF THE SEPARATE ACCOUNT
FOR YEAR ENDED DECEMBER 31, 1998

11
<PAGE>

- -------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND & GROWTH HLS FUND 3/8/94 14.97% N/A N/A 20.66%
- -------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND 9/30/98 N/A N/A N/A 31.47%
- -------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND 5/29/98 N/A N/A N/A 18.18%
- -------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND 9/30/98 N/A N/A N/A 3.49%
- -------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND 5/1/87 26.47% 21.84% 16.89% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND 3/1/95 11.94% N/A N/A 10.68%
- -------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL HLS FUND 7/2/90 11.72% 6.12% N/A 6.00%
- -------------------------------------------------------------------------------------------------
HARTFORD OPPORTUNITIES HLS FUND
- -------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND 7/30/97 25.00% N/A N/A 24.85%
- -------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND 6/30/80 3.96% 3.79% 4.21% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND 1/1/85 5.39% 5.59% 6.93% N/A
- -------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND 8/9/96 10.23% N/A N/A 14.20%
- -------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND 8/31/77 31.82% 21.93% 17.01% N/A
- -------------------------------------------------------------------------------------------------
</TABLE>

PERFORMANCE COMPARISONS

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

The total return and yield may also be used to compare the performance of the
Sub-Accounts against certain widely acknowledged outside standards or indices
for stock and bond market performance. The Standard & Poor's Composite Index of
500 Stocks (the "S&P 500") is a market value-weighted and unmanaged index
showing the changes in the aggregate market value of 500 stocks relative to the
base period 1941-43. The S&P 500 is composed almost entirely of common stocks
of companies listed on the New York Stock Exchange, although the common stocks
of a few companies listed on the American Stock Exchange or traded
over-the-counter are included. The 500 companies represented include 400
industrial, 60 transportation and 40 financial services concerns. The S&P 500
represents about 80% of the market value of all issues traded on the New York
Stock Exchange.

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

12
<PAGE>

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 HLS 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%).

13
<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.(2)

(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
will be provided by amendment.

(11) Financial statements will be provided by amendment.

(12) Not applicable.

(13) Not applicable.

(14) Not applicable.

(15) Copy of Power of Attorney.

(16) Organizational Chart.

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

(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>
-2-

Item 25. Directors and Officers of the Depositor

- -----------------------------------------------------------------------------
NAME POSITION WITH HARTFORD
- -----------------------------------------------------------------------------
Wendell J. Bossen Vice President
- -----------------------------------------------------------------------------
Gregory A. Boyko Senior Vice President, Director*
- -----------------------------------------------------------------------------
Peter W. Cummins Senior Vice President
- -----------------------------------------------------------------------------
Timothy M. Fitch Vice President
- -----------------------------------------------------------------------------
Mary Jane B. Fortin Vice President & Chief Accounting Officer
- -----------------------------------------------------------------------------
David T. Foy Senior Vice President & Treasurer
- -----------------------------------------------------------------------------
Lynda Godkin Senior Vice President, General Counsel and
Corporate Secretary, Director*
- -----------------------------------------------------------------------------
Lois W. Grady Senior Vice President
- -----------------------------------------------------------------------------
Stephen T. Joyce Vice President
- -----------------------------------------------------------------------------
Michael D. Keeler Vice President
- -----------------------------------------------------------------------------
Robert A. Kerzner Senior Vice President
- -----------------------------------------------------------------------------
Thomas M. Marra Executive Vice President, Director*
- -----------------------------------------------------------------------------
Joseph J. Noto Vice President
- -----------------------------------------------------------------------------
Craig R. Raymond Senior Vice President and Chief Actuary
- -----------------------------------------------------------------------------
Donald A. Salama Vice President
- -----------------------------------------------------------------------------
Lowndes A. Smith President and Chief Executive Officer, 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 ________________, there were ________________ Contract Owners.

<PAGE>
-3-

Item 28. Indemnification

Under Section 33-772 of the Connecticut General Statutes, unless
limited by its certificate of incorporation, the Registrant must
indemnify a director who 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.

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

<PAGE>
-4-

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)
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 Insurance Company - Separate Account Seven
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
Royal Life Insurance Company - Separate Account One
Royal Life Insurance Company - Separate Account Two
Alpine Life Insurance Company - Separate Account One
Alpine Life Insurance Company - Separate Account Two

<PAGE>
-5-

(b) Directors and Officers of HSD

Name and Principal Positions and Offices
Business Address With Underwriter
------------------ ----------------------
Lowndes A. Smith President and Chief Executive Officer,
Director
Robert A. Kerzner Executive Vice President
Thomas M. Marra Executive Vice President & Director
Peter W. Cummins Senior Vice President
Lynda Godkin Senior Vice President, General Counsel
and Corporate Secretary
David T. Foy Treasurer
George R. Jay Controller

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.

<PAGE>
-6-

Item 31. Management Services

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

Item 32. Undertakings

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

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

(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 duly caused this Registration
Statement to be signed on its behalf, in the City of Hartford, and State of
Connecticut on this 19th day of July, 1999.

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT TWO
(Registrant)

*By: Thomas M. Marra *By: /s/ Marianne O'Doherty
-------------------------------- ----------------------
Thomas M. Marra, Executive Vice President Marianne O'Doherty
Attorney-In-Fact
HARTFORD LIFE INSURANCE COMPANY
(Depositor)

*By: 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,
Director *
Lynda Godkin, Senior Vice President,
General Counsel & Corporate Secretary, *By: /s/ Marianne O'Doherty
Director* ----------------------
Thomas M. Marra, Executive Vice Marianne O'Doherty
President, Director * Attorney-In-Fact
Lowndes A. Smith, President &
Chief Executive Officer, Director *
David M. Znamierowski, Senior Vice President, July 19, 1999
Director* -------------

33-6952

<PAGE>
EXHIBIT INDEX

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

(15) Copy of Power of Attorney.

(16) Organizational Chart.

<PAGE>

EXHIBIT 9

[LOGO]
Hartford Life

July 15, 1999 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.

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.

<PAGE>

Board of Directors
Hartford Life Insurance Company
July 15, 1999
Page 2

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

Sincerely,

/s/Lynda Godkin
Lynda Godkin

<PAGE>

HARTFORD LIFE INSURANCE COMPANY

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

Gregory A. Boyko
David T. Foy
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, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Brian Lord 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 under the Securities Act of 1933 and/or the Investment Company Act of
1940, and do hereby ratify any such signatures heretofore made by such
persons.

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

/s/ Gregory A. Boyko Dated as of January 15, 1999
- ------------------------------
Gregory A. Boyko

/s/ David T. Foy Dated as of January 15, 1999
- ------------------------------
David T. Foy

/s/ Lynda Godkin Dated as of January 15, 1999
- ------------------------------
Lynda Godkin

/s/ Thomas M. Marra Dated as of January 15, 1999
- ------------------------------
Thomas M. Marra

/s/ Lowndes A. Smith Dated as of January 15, 1999
- ------------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki Dated as of January 15, 1999
- ------------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus Dated as of January 15, 1999
- ------------------------------
Lizabeth H. Zlatkus

/s/ David M. Znamierowski Dated as of January 15, 1999
- ------------------------------
David M. Znamierowski

<PAGE>

ORGANIZATIONAL CHART

<S> <C>

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
---------------------------------------------
NUTMEG INSURANCE COMPANY |
(CONNECTICUT) THE HARTFORD INVESTMENT
| MANAGEMENT COMPANY
HARTFORD FIRE INSURANCE COMPANY (DELAWARE)
(CONNECTICUT) |
| |
HARTFORD ACCIDENT AND INDEMNITY COMPANY HARTFORD INVESTMENT
(CONNECTICUT) SERVICES, INC.
| (CONNECTICUT)
HARTFORD LIFE, INC.
(DELAWARE)
|
HARTFORD LIFE & ACCIDENT INSURANCE COMPANY
(CONNECTICUT)
|
|
|
-------------------------------------------------------------------------------------------------------------------------
| | | | | | | | |
ITT HARTFORD LIFE | | | | | | HLIC PLANCO
INTERNATIONAL LTD. | | | | | | CANADA FINANCIAL
(CONNECTICUT) | | | | | | HOLDINGS, INC. SERVICES,
| | | | | | | (CANADA) INCORPORATED
| | | | | | | | (PENNSYLVANIA)
| | | | | | | | |
| | ALPINE LIFE HARTFORD FINANCIAL HARTFORD LIFE HARTFORD AMERICAN | |
| | INSURANCE SERVICES LIFE INSURANCE COMPANY FINANCIAL MATURITY LIFE | |
| | COMPANY INSURANCE CO. (CONNECTICUT) SERVICES, LLC INSURANCE COMPANY | |
| | (CONNECTICUT) (CONNECTICUT) | (DELAWARE) (CONNECTICUT) | PLANCO, INC.
| | | | | | (PENNSYLVANIA)
| | ------------------------------------- | AML FINANCIAL, INC. |
HARTFORD CALMA | | | | | (CONNECTICUT) |
COMPANY | ROYAL LIFE HARTFORD HARTFORD | HARTFORD
(FLORIDA) | INSURANCE INTERNATIONAL LIFE AND | LIFE INSURANCE
| COMPANY LIFE REASSURANCE ANNUITY INSURANCE | COMPANY
| OF AMERICA CORP. COMPANY | OF CANADA
|(CONNECTICUT) (CONNECTICUT) (CONNECTICUT) | (CANADA)
| | |
| | |
| ITT HARTFORD |
| LIFE, LTD. |
| (BERMUDA) |
| |
| |
----------| ---------------------------------------------------------------------------------------------
| | | | | |
INTERNATIONAL MS FUND HL INVESTMENT HARTFORD HARTFORD SECURITIES HARTFORD COMP. EMP.
CORPORATE AMERICA 1993-K ADVISORS, LLC EQUITY SALES DISTRIBUTION BENEFITS SERVICE
MARKETING GROUP, INC. SPE, INC. (CONNECTICUT) COMPANY, INC. COMPANY, INC. COMPANY
(CONNECTICUT) (DELAWARE) | (CONNECTICUT) (CONNECTICUT) (CONNECTICUT)
| |
| |
THE EVERGREEN HARTFORD INVESTMENT
GROUP, INC. FINANCIAL SERVICES
(NEW YORK) COMPANY
(DELAWARE)
</TABLE>

THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
NUTMEG INSURANCE COMPANY
(CONNECTICUT)
|
HARTFORD FIRE INSURANCE COMPANY
(CONNECTICUT)
|
----------------------------------------------------------------------------------------------------------------------------
| | |
| | ITT HARTFORD LIFE
| | -------INTERNATIONAL LTD.
| | | (CONNECTICUT)
| | | |
| | | ITT HARTFORD
| | | ----SUDAMERICANA
| | | | HOLDING S.A.
| | | | (ARGENTINA)
| | | |------------------------------------------------------
| | | | | |
| | | | HARTFORD GALICIA INSTITUTO DE
| | | | SEGUROS VIDA COMPANIA SALTA COMPANIA DE
| | | |--------DE VIDA DE SEGUROS S.A. SEGUROS DE VIDA S.A.
| | | | (URUGUAY) (ARGENTINA) (ARGENTINA)
| | | |
| | ICATU | | ITT HARTFORD
| | HARTFORD | |-----SEGUROS DE VIDA
| | SEGUROS S.A.----------| | (ARGENTINA)
| | (BRAZIL) | |
| | | | |
| | | | | ITT HARTFORD
| | -- ----------| | |------SEGUROS DE
| | | | | | RETIRO S.A.
| | | | | | (ARGENTINA)
|-----------|----------------|---------------|---|--------------------------------------------------------------------------
| | | | | |
| | | ICATU HARTFORD | | CONSULTORA DE CAPITALES
| | | FUNDO DE PENSAO | | S.A. SOCIEDAD GERENTE
| | | (BRAZIL) | |----DE FONDOS COMUNES
| | | | | | DE ENVERSION
| | | | | | (ARGENTINA)
| | | ICATU HARTFORD | |
| | | CAPITALIZACAO S.A. | | CLARIDAD
| | | (BRAZIL) | | ADMINISTRADORA DE
| | | | | |---FONDOS DE JUBILACIONES
| | | BRAZILCAP | | Y PENSIONES S.A.
| | | CAPITALIZACAO S.A. | | (ARGENTINA)
| | | (BRAZIL) | |
| | | | |
| | -------------------------- | |
| |--------------- | | |
| | | | |
HARTFORD FIRE HARTFORD FIRE | | |------- SEGPOOL S.A.
INTERNATIONAL------------INTERNATIONAL, LTD. | | | (ARGENTINA)
(GERMANY) GMBH (CONNECTICUT) | | |
(WEST GERMANY) | | |
| | |
ICATU HARTFORD | | | THESIS S.A.
ADMINISTRACAO | | |-------- (ARGENTINA)
DE BENEFICIOS LTDA-- | | |
(BRAZIL) | |
| |
----------------- |
| |
CAB |--------- U.O.R., S.A.
CORPORATION (ARGENTINA)
(BRITISH VIRGIN ISLANDS)

</TABLE>
<PAGE>
<TABLE>
<S> <C>
THE HARTFORD FINANCIAL SERVICES GROUP, INC.
(DELAWARE)
|
NUTMEG INSURANCE COMPANY
(CONNECTICUT)
|
HARTFORD FIRE INSURANCE COMPANY
(CONNECTICUT)
|
- --------------------------------------------------------------------------------------------------------------------------------|
| |
THE HARTFORD INTERNATIONAL |
|-----------------------------------------------------------------------FINANCIAL SERVICES GROUP, INC. |
| | | (DELAWARE) |
| | | ----------------------|----------------- |
| | | | | | | |
ZWOLSCHE | | ITT HARTFORD LONDON AND | HARTFORD |
ALGEMEENE N.V. | | INTERNATIONAL, LTD. EDINBURGH | EUROPE, INC. |
(NETHERLANDS) | | (U.K.) INSURANCE GROUP, LTD.| (DELAWARE) |
| | | (U.K.) | |
| | | | | |
| | | ------------- | |
| | | | | |
| ITT ASSURANCES HARTFORD INTERNATIONAL | LONDON AND --ITT ERCOS |
| S.A. INSURANCE CO., N.V. |--- EDINBURGH DE SEGUROS Y |
| ZWOLSCHE ALGEMEENE (FRANCE) (BELGIUM) | INSURANCE CO., LTD. REASEGUROS S.A.|
|----SCHADEVERZEKERING | | (U.K.) (SPAIN) |
--------| N.V.----------------------------------- | | | |
| | (NETHERLANDS) | | | | |
Z.A. | | | | EXCESS INSURANCE |
- --VERZEKERINGEN | | | | COMPANY LTD. |
| N.V. | ZWOLSCHE ALGEMEENE | | | (U.K.) |
| (BELGIUM) |------HERVERZEKERING B.V. | | | |
| | -----| (NETHERLANDS) | | | LONDON AND |
| | | | | | |--- EDINBURGH LIFE |
| Z.A. LUX S.A. | | | | ASSURANCE CO., LTD. |
| (LUXEMBURG) | ZWOLSCHE ALGEMEENE | | | (U.K.) |
| |--LEVENS-VERZEKERING N.V.------------ | | | |
| | (NETHERLANDS) | | | | |
- ----------------|------------------------------------|------------|------|--------------|---------------------------------------|
| | | | | | |
| -------- | | | | |
| | | | | | | |
| ZWOLSCHE | ZWOLSCHE ALGEMEENE ZWOLSCHE ALGEMEENE | | | |
| ALGEMEENE |-----HYPOTHEKEN N.V. BELEGGINGEN III B.V. | | | |
| EUROPA B.V. | (NETHERLANDS) (NETHERLANDS) | | | |
| (NETHERLANDS) | ---------- | | |
- --------| | | | | |
| EXPLOITATIEMAAT- BELEGGINGSMAAT- | | |
|----- SCHAPPIJ SCHAPPIJ | | |
| BUIZERDLAAN B.V. BUIZERDLAAN B.V. | | |
| (NETHERLANDS) (NETHERLANDS) | | |
| | | |
| | | -----
| HOLLAND | |-------------------------- |
|---- BELEGGINGSGROEP B.V. | | | |
(NETHERLANDS) | |----------------- | |
| -------| | | |
| | | | | |
| | | | | |
F.A. KNIGHT | MACALISTER & LONDON AND | HARTFORD FIRE
& SON N.V. | DUNDAS, LTD. EDINBURGH | INTERNATIONAL
(BELGIUM) | (SCOTLAND) TRUSTEES, LTD. | SERVICIOS
| (U.K.) | (SPAIN)
------------------------- -----------
| | |
FENCOURT QUOTEL LONDON AND
PRINTERS, LTD. INSURANCE EDINBURGH
(U.K.) SYSTEMS, LTD. SERVICES, LTD.
(U.K.) (U.K.)
|
EUROSURE
INSURANCE
MARKETING, LTD.
(U.K.)

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