HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
485BPOS, 1999-11-12
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<PAGE>


As filed with the Securities and Exchange Commission on November 12, 1999.
                                                              File No. 333-19605
                                                                        811-4732
                       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. 5                    [X]
                                     ---

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.   132                                    [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
     ----
       X   on November 15, 1999 pursuant to paragraph (b) of Rule 485
     ----
           60 days after filing pursuant to paragraph (a)(1) of Rule 485
     ----
           on           , 1999 pursuant to paragraph (a)(1) of Rule 485
     ----     ----------
           this post-effective amendment designates a new effective date
     ----  for a previously filed post-effective amendment.

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

<PAGE>

                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 495(a)


         N-4 Item No.                              Prospectus Heading
    -------------------------------------------------------------------

  1.    Cover Page                           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

 16.   Table of Contents                     Table of Contents

<PAGE>

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

 18.   Services                              None

 19.   Purchase of Securities                Distribution of Contracts
       being Offered

 20.   Underwriters                          Distribution of Contracts

 21.   Calculation of Performance Data       Calculation of Yield and Return

 22.   Annuity Payments                      Annuity Payouts

 23.   Financial Statements                  Financial Statements

 24.   Financial Statements and              Financial Statements and
       Exhibits                              Exhibits

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

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

 27.   Number of Contract Owners             Number of Contract Owners

 28.   Indemnification                       Indemnification

 29.   Principal Underwriters                Principal Underwriters

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

 31.   Management Services                   Management Services

 32.   Undertakings                          Undertakings

<PAGE>

                                  Parts A and B
The Prospectus and Statement of Additional Information are incorporated in Parts
A and B, respectively, of this Post-Effective Amendment No. 5, by reference to
Post-Effective Amendment No. 4 to the Registration Statement on Form N-4 (File
No. 333-19605), as filed on April 13, 1999 and declared effective on May 3,
1999.

A Supplement to the Prospectus, dated November 15, 1999 is included in Part A of
this Post-Effective Amendment.

<PAGE>

                       DIRECTOR IMMEDIATE VARIABLE ANNUITY
                         HARTFORD LIFE INSURANCE COMPANY
                              SEPARATE ACCOUNT TWO

     SUPPLEMENT DATED NOVEMBER 15, 1999 TO THE PROSPECTUS DATED MAY 3, 1999

In the section entitled "Fee and Expense Tables," under the first table entitled
"Contract Owner Transaction Expenses," the footnote beginning with an asterisk
is deleted and replaced with the following:

     *Only applies to the following Annuity Payout Options after the Income
     Start Date: Life Annuity with Payments Guaranteed for a Specified Number of
     Years, Joint and Last Survivor Annuity with Payments Guaranteed for a
     Specified Number of Years, and Payments Guaranteed for a Specified Number
     of Years.

In the section entitled "Highlights," under the subsection entitled "What type
of sales charge will I pay?" the second sentence is deleted and replaced with
the following:

     We will charge you a Contingent Deferred Sales Charge when you fully or
     partially Surrender your Annuity if you selected one of the following
     Annuity Payout Options after the Income Start Date: Life Annuity with
     Payments Guaranteed for a Specified Number of Years, Joint and Last
     Survivor Annuity with Payments Guaranteed for a Specified Number of Years,
     and Payments Guaranteed for a Specified Number of Years.

In the section entitled "Highlights," under the subsection entitled "Can I take
out any of my money?" the first sentence is deleted and replaced with the
following:

     You may surrender some or all of the amount you invested after Annuity
     Payouts begin only if you selected one of the following Annuity Payout
     Options: Life Annuity with Payments Guaranteed for a Specified Number of
     Years, Joint and Last Survivor Annuity with Payments Guaranteed for a
     Specified Number of Years, or Payments Guaranteed for a Specified Number of
     Years.

In the section entitled "Charges and Fees," under the subsection entitled "1.
Contingent Deferred Sales Charge," in the first paragraph the first sentence is
deleted and replaced with the following:

     The Contingent Deferred Sales Charge is deducted when you request a full or
     partial Surrender if you selected one of the following Annuity Payout
     Options: Life Annuity with Payments Guaranteed for a Specified Number of
     Years, Joint and Last Survivor Annuity with Payments Guaranteed for a


<PAGE>

     Specified Number of Years, or Payments Guaranteed for a Specified Number of
     Years.

In the section entitled "Charges and Fees," under the subsection entitled "1.
Contingent Deferred Sales Charge," in the second paragraph the first sentence is
deleted.

In the section entitled "Surrenders," the second and third paragraphs under the
subheading "Surrenders after the Income Start Date" are deleted and replaced
with the following:

     SURRENDERS AFTER THE INCOME START DATE: You may fully or partially
     Surrender your Contract on or after the Income Start Date only if you
     selected one of the following Annuity Payout Options: Life Annuity with
     Payments Guaranteed for a Specified Number of Years, Joint and Last
     Survivor Annuity with Payments Guaranteed for a Specified Number of Years,
     or Payments Guaranteed for a Specified Number of Years. You may only
     surrender prior to the end of the Specified Number of Years.

     If you selected PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS, you
     may surrender your contract for a Commuted Value minus any applicable
     Contingent Deferred Sales Charge. If you fully surrender under this Option,
     annuity payments will cease and the contract will be terminated. If you
     partially surrender your contract under this Option, annuity payments for
     the remainder of the Specified Number of Years will be reduced by the same
     percentage as the percentage surrendered from the maximum value available
     for surrender.

     If you selected LIFE ANNUITY WITH PAYMENTS GUARANTEED FOR A SPECIFIED
     NUMBER OF YEARS or JOINT AND LAST SURVIVOR ANNUITY WITH PAYMENTS GUARANTEED
     FOR A SPECIFIED NUMBER OF YEARS, you may surrender your contract for a
     Commuted Value minus any applicable Contingent Deferred Sales Charge. If
     you fully surrender, annuity payments will be suspended until the end of
     the Specified Number of Years. If the Annuitant and Joint Annuitant (if
     applicable) die before the end of the Specified Number of Years, the
     contract will terminate with no remaining value. However, if the Annuitant
     or Joint Annuitant are living at the end of the Specified Number of Years,
     then annuity payments will resume and continue for as long as the Annuitant
     or Joint Annuitant are living. A first payment after the end of the
     Specified Number of Years may be greater or less than the last payment
     prior to surrender, depending on the investment performance of the
     Sub-Accounts. If you partially surrender, annuity payments for the
     remainder of the Specified Number of Years will be reduced by the same
     percentage as the percentage surrendered from the maximum value available
     for surrender. After the Specified Number of Years has expired, annuity
     payments will not change as a result of a surrender.


<PAGE>

     Any Commuted Value is determined on the day we receive your written request
     for surrender.

     Any partial surrender must be at least equal to our minimum surrender
     amount rules then in effect. If you do not specify which Sub-Accounts from
     which the partial surrender is to be taken, the surrender will be effected
     on a pro rata basis according to the value in each Sub-Account. We reserve
     the right to limit the number of partial surrenders.

     You should check with your tax adviser before making any surrender, because
     there may be adverse tax consequences.

In the section entitled "Annuity Payouts," the last paragraph of the subsection
entitled "2. Which Annuity Payout Option do you want to use?" is deleted and
replaced with the following:

     IMPORTANT INFORMATION:

     -    YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS
          YOU HAVE SELECTED ONE OF THE FOLLOWING ANNUITY PAYOUT OPTIONS: LIFE
          ANNUITY WITH PAYMENTS GUARANTEED FOR A SPECIFIED NUMBER OF YEARS,
          JOINT AND LAST SURVIVOR ANNUITY WITH PAYMENTS GUARANTEED FOR A
          SPECIFIED NUMBER OF YEARS, OR PAYMENTS GUARANTEED FOR A SPECIFIED
          NUMBER OF YEARS. A CONTINGENT DEFERRED SALES CHARGE MAY BE DEDUCTED.


333-19605
HV-2540
<PAGE>

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

      (a)  All financial statements are incorporated by reference.(1)

      (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.(3)

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

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

           (5)  Form of Application.(4)

           (6)  (a) Articles of Incorporation of Hartford.(4)

           (6)  (b) Bylaws of Hartford.(3)

           (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.

           (11) No financial statements are omitted.

- ----------------------------
     1    Incorporated by reference to Post-Effective Amendment No. 4, to the
          Registration Statement File No. 333-19605, dated May 3, 1999.

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

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

     4    Incorporated by reference to Pre-Effective Amendment No. 1, to the
          Registration Statement File No. 333-19605, filed May 9, 1997.

<PAGE>

           (12) Not applicable.

           (13) Not applicable.

           (14) Not applicable.

           (15) Copy of Power of Attorney.

           (16) Organizational Chart.

Item 25.     Directors and Officers of the Depositor



- -------------------------------------------------------------------------------
NAME                                         POSITION WITH HARTFORD
- -------------------------------------------------------------------------------
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 of the above
individuals is P.O. Box 2999, Hartford, CT 06104-2999.

*Denotes Board of Directors.

<PAGE>

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 September 30, 1999, there were 237,081 Contract Owners.

Item 28. Indemnification

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

<PAGE>

         pursuant to law and will, subject to certain exclusions contained in
         the policy, further pay any other costs, charges and expenses and
         settlements and judgments arising from any proceeding involving any
         director or officer of the Registrant in his past or present capacity
         as such, and for which he may be liable, except as to any liabilities
         arising from acts that are deemed to be uninsurable.

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


Item 29. Principal Underwriters

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

             Hartford Life Insurance Company - Separate Account One
             Hartford Life Insurance Company - Separate Account Two
             Hartford Life Insurance Company - Separate Account Two
             (DC Variable Account I)
             Hartford Life Insurance Company - Separate Account Two (DC Variable
         Account II)
             Hartford Life Insurance Company - Separate Account Two (QP Variable
         Account)
             Hartford Life Insurance Company - Separate Account Two (Variable
         Account "A")
             Hartford Life Insurance Company - Separate Account Two (NQ Variable
         Account)
             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

<PAGE>

             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
             Alpine Life Insurance Company - Separate Account One
             Alpine Life Insurance Company - Separate Account Two
             American Maturity Life Insurance - Separate Account AMLVA
             Royal Life Insurance Company - Separate Account One
             Royal Life Insurance Company - Separate Account Two

 (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
     Thomas M. Marra                    Executive Vice President, Director
     Robert A. Kerzner                  Executive Vice President
     Lynda Godkin                       Senior Vice President, General Counsel
                                        and Corporate Secretary
     Peter W. Cummins                   Senior Vice President
     David T. Foy                       Treasurer
     George R. Jay                      Controller

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

Item 30. Location of Accounts and Records

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

Item 31. Management Services

         All management contracts are discussed in Part A and Part B of the
         Registration Statement dated May 3, 1999 and filed with the Commission
         on April 13, 1999.

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.

<PAGE>

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

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

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

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



<PAGE>

                                   SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and duly caused this Registration Statement to be signed
on its behalf, in the Town of Simsbury, and State of Connecticut on this 12th
day of November, 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 *                                  *By: /s/ Marianne O'Doherty
Lynda Godkin, Senior Vice President, General             ----------------------
   Counsel and Corporate Secretary, Director*                Marianne O'Doherty
Thomas M. Marra, Executive Vice                              Attorney-in-Fact
    President and Director, Individual Life and
    Annuity Division, Director *                        Dated: November 12, 1999
Lowndes A. Smith, President and
   Chief Executive Officer, Director*
David M. Znamierowski, Senior Vice President,
    Director*

<PAGE>

                                  EXHIBIT INDEX

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

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

(15) Copy of Power of Attorney.

(16) Organizational Chart.






<PAGE>

November 12, 1999

                                                          LYNDA GODKIN
                                                          Senior Vice President,
                                                          General Counsel &
                                                          Corporate Secretary
Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT  06089

RE:  Hartford Life Insurance Company Separate Account Two
     Director Immediate Variable Annuity
     File No. 333-19605

Dear Sir/Madam:

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

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

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

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

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

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

Sincerely yours,

/s/ Lynda Godkin
Lynda Godkin



<PAGE>

                               ARTHUR ANDERSEN LLP



                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

                                                         /s/ Arthur Andersen LLP

Hartford, Connecticut
November 12, 1999




<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


<TABLE>
<CAPTION>

<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>

<PAGE>
<TABLE>
<S>                                                                                        <C>

                                           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.)

</TABLE>



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