HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO, 485BPOS, 1999-09-15

HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
485BPOS, 1999-09-15

Previous: CYPRESS SEMICONDUCTOR CORP /DE/, 424B3, 1999-09-15

Next: HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO, 485BPOS, 1999-09-15

<PAGE>

As filed with the Securities and Exchange Commission September 15, 1999.

File No. 333-45301
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. 4 [ X ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 128 [ X ]

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

HARTFORD LIFE INSURANCE COMPANY
(Name of Depositor)

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

(860) 843-6733

(Depositor's Telephone Number, Including Area Code)

MARIANNE O'DOHERTY, ESQ.

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

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

It is proposed that this filing will become effective:

immediately upon filing pursuant to paragraph (b) of Rule 485
---

X on October 1, 1999 pursuant to paragraph (b) of Rule 485
---

60 days after filing pursuant to paragraph (a)(1) of Rule 485
---

on _________________ 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) 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
------------ ------------------
<S> <C>
1. Cover Page Hartford Life Insurance Company

2. Definitions Definitions

3. Synopsis or Highlights Fee Table; Highlights

4. Condensed Financial Information Accumulation Unit Values; Performance
Related Information

5. General Description of General Contract Information
Registrant, Depositor, and
Portfolio Companies

6. Deductions Charges and Fees

7. General Description of Variable The Contract
Annuity Contracts

8. Annuity Period Annuity Payouts

9. Death Benefit Death Benefit

10. Purchases and Contract Value Purchases and Contract Value

11. Redemptions Surrenders

12. Taxes Federal Tax Considerations

13. Legal Proceedings Legal Matters and Experts

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

15. Cover Page Part B: Statement of Additional
Information

16. Table of Contents Table of Contents

17. General Information and History Introduction

18. Services Independent Public Accountants

19. Purchases of Securities Being Distribution of the Contracts
Offered

20. Underwriters Distribution of the Contracts

21. Calculation of Performance Data Calculation of Yield and Return

22. Annuity Payments N/A

23. Financial Statements Financial Statements

24. Financial Statements and Exhibits Financial Statements and Exhibits

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

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

27. Number of Contract Owners Number of Contract Owners

28. Indemnification Indemnification

29. Principal Underwriters Principal Underwriters

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

31. Management Services Management Services

32. Undertakings Undertakings

</TABLE>

<PAGE>

PART A

<PAGE>

DIRECTOR ACCESS VARIABLE ANNUITY
SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085
TELEPHONE: 1-800-862-6668 (CONTRACT OWNERS)
1-800-862-7155 (REGISTERED REPRESENTATIVES) [LOGO]

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

This Prospectus describes information you should know before you purchase the
Director Access variable annuity. Please read it carefully.

Director Access 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:

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

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

x 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.

- - 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 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
<PAGE>
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

- Federally insured

- Endorsed by any bank or governmental agency

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

PROSPECTUS DATED: OCTOBER 1, 1999

STATEMENT OF ADDITIONAL INFORMATION DATED: OCTOBER 1, 1999

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 3
- --------------------------------------------------------------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
----------------------------------------------------------------------------
DEFINITIONS 4
----------------------------------------------------------------------------
FEE TABLE 6
----------------------------------------------------------------------------
ANNUAL FUND OPERATING EXPENSES 7
----------------------------------------------------------------------------
ACCUMULATION UNIT VALUES 10
----------------------------------------------------------------------------
HIGHLIGHTS 12
----------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION 13
----------------------------------------------------------------------------
Hartford Life Insurance Company 13
----------------------------------------------------------------------------
The Separate Account 13
----------------------------------------------------------------------------
The Funds 13
----------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION 15
----------------------------------------------------------------------------
THE CONTRACT 16
----------------------------------------------------------------------------
Purchases and Contract Value 16
----------------------------------------------------------------------------
Charges and Fees 17
----------------------------------------------------------------------------
Death Benefit 18
----------------------------------------------------------------------------
Surrenders 20
----------------------------------------------------------------------------
ANNUITY PAYOUTS 21
----------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE 23
----------------------------------------------------------------------------
OTHER INFORMATION 24
----------------------------------------------------------------------------
Year 2000 24
----------------------------------------------------------------------------
Legal Matters and Experts 25
----------------------------------------------------------------------------
More Information 25
----------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS 26
----------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS 30
----------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION 33
----------------------------------------------------------------------------
</TABLE>
<PAGE>
4 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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.

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 $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.

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

ANNUITY CALCULATION DATE: The date we calculate the first Annuity Payout.

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.

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.

CHARITABLE REMAINDER TRUST: An irrevocable trust, where an individual donor
makes a gift to the trust, and in return receives an income tax deduction. In
addition, the individual donor has the right to receive a percentage of the
trust earnings for a specified period of time.

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.

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.

GENERAL ACCOUNT: This account holds our company assets and any assets not
allocated to a Separate Account. The assets in this account are available to the
creditors of Hartford.

HARTFORD, WE OR OUR: Hartford Life Insurance Company. Only Hartford is a
capitalized term in the prospectus.

INTEREST ACCUMULATION VALUE: This is the amount which we use for the purpose of
calculating the optional interest accumulation death benefit.

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 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.

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-QUALIFIED CONTRACT: A Contract that is not defined as a tax-qualified
retirement plan by the Code.

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 5
- --------------------------------------------------------------------------------

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.

QUALIFIED CONTRACT: A Contract that is defined as a tax-qualified retirement
plan in the Code.

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.
<PAGE>
6 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

FEE TABLE

Contract Owner Transaction Expenses

<TABLE>
<CAPTION>
CONTRACT CONTRACT
YEARS 1-7 YEARS 8+
--------- ---------
<S> <C> <C>
Sales Load Imposed on Purchases (as a percentage of Premium
Payments) None None
-----------------------------------------------------------------------------------------
Deferred Sales Charge (as a percentage of amounts Surrendered) None None
-----------------------------------------------------------------------------------------
Annual Maintenance Fee (1) $30 $30
-----------------------------------------------------------------------------------------
Separate Account Annual Expenses (as a percentage of average
Sub-Account Value)
Mortality and Expense Risk Charge 1.50% 1.25%
-----------------------------------------------------------------------------------------
Total Separate Account Annual Expenses 1.50% 1.25%
-----------------------------------------------------------------------------------------
Optional Charges
Optional Interest Accumulation Death Benefit (as a percentage
of daily Sub-Account Value) 0.15% 0.15%
-----------------------------------------------------------------------------------------
Total Separate Account Annual Expenses with Optional Interest
Accumulation Death Benefit 1.65% 1.40%
-----------------------------------------------------------------------------------------
</TABLE>

(1) 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 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" 0.08% annual charge.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 7
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
TOTAL FUND
OPERATING
MANAGEMENT EXPENSES
FEES INCLUDING OTHER INCLUDING
WAIVERS EXPENSES WAIVERS
<S> <C> <C> <C>
-----------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund 0.61% 0.02% 0.63%
-----------------------------------------------------------------------------------------------
Hartford Bond HLS Fund 0.48% 0.02% 0.50%
-----------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund 0.62% 0.02% 0.64%
-----------------------------------------------------------------------------------------------
Hartford Dividend & Growth HLS Fund 0.64% 0.02% 0.66%
-----------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund (1) 0.49% 0.12% 0.61%
-----------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund 0.77% 0.04% 0.81%
-----------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund (1) 0.49% 0.03% 0.52%
-----------------------------------------------------------------------------------------------
Hartford Index HLS Fund 0.38% 0.02% 0.40%
-----------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund 0.75% 0.11% 0.86%
-----------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund 0.68% 0.09% 0.77%
-----------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund 0.76% 0.03% 0.79%
-----------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund 0.43% 0.01% 0.44%
-----------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund 0.43% 0.02% 0.45%
-----------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund 0.75% 0.02% 0.77%
-----------------------------------------------------------------------------------------------
Hartford Stock HLS Fund 0.44% 0.02% 0.46%
-----------------------------------------------------------------------------------------------
</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, 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 FEES OTHER EXPENSES OPERATING EXPENSES
<S> <C> <C> <C>
---------------------------------------------------------------------------------------
Hartford Global Leaders Fund 0.78% 0.12% 0.90%
---------------------------------------------------------------------------------------
Hartford High Yield Fund 0.78% 0.03% 0.81%
---------------------------------------------------------------------------------------
</TABLE>

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

EXAMPLE

THE FOLLOWING EXAMPLE ASSUMES THAT THE OPTIONAL INTEREST ACCUMULATION DEATH
BENEFIT WAS ELECTED:

<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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%
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual 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 HLS Fund $ 23 $ 70 $ 120 $ 247 $ 22 $ 69 $ 119 $ 247 $ 23 $ 70 $ 120 $ 247
---------------------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund $ 22 $ 69 $ 117 $ 243 $ 22 $ 68 $ 117 $ 242 $ 22 $ 69 $ 117 $ 243
---------------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS
Fund $ 22 $ 68 $ 117 $ 242 $ 22 $ 68 $ 116 $ 241 $ 22 $ 68 $ 117 $ 242
---------------------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund $ 24 $ 74 $ 127 $ 261 $ 23 $ 73 $ 126 $ 260 $ 24 $ 74 $ 127 $ 261
---------------------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation
HLS Fund $ 24 $ 74 $ 127 $ 262 $ 23 $ 74 $ 126 $ 261 $ 24 $ 74 $ 127 $ 262
---------------------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities
HLS Fund $ 22 $ 69 $ 118 $ 243 $ 22 $ 68 $ 117 $ 242 $ 22 $ 69 $ 118 $ 243
---------------------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund $ 22 $ 67 $ 115 $ 237 $ 21 $ 66 $ 114 $ 236 $ 22 $ 67 $ 115 $ 237
---------------------------------------------------------------------------------------------------------------------------------
Hartford International
Opportunities HLS Fund $ 25 $ 78 $ 134 $ 275 $ 25 $ 78 $ 133 $ 274 $ 25 $ 78 $ 134 $ 275
---------------------------------------------------------------------------------------------------------------------------------
Hartford Dividend & Growth
HLS Fund $ 24 $ 75 $ 128 $ 264 $ 24 $ 74 $ 127 $ 263 $ 24 $ 75 $ 128 $ 264
---------------------------------------------------------------------------------------------------------------------------------
Hartford International
Advisers HLS Fund $ 26 $ 81 $ 138 $ 285 $ 26 $ 80 $ 138 $ 284 $ 26 $ 81 $ 138 $ 285
---------------------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund $ 26 $ 79 $ 135 $ 277 $ 25 $ 78 $ 134 $ 277 $ 26 $ 79 $ 135 $ 277
---------------------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS
Fund $ 25 $ 78 $ 134 $ 275 $ 25 $ 78 $ 133 $ 275 $ 25 $ 78 $ 134 $ 275
---------------------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income
HLS Fund $ 26 $ 79 $ 135 $ 279 $ 25 $ 79 $ 135 $ 278 $ 26 $ 79 $ 135 $ 279
---------------------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund $ 23 $ 71 n/a n/a $ 22 $ 70 n/a n/a $ 23 $ 71 n/a n/a
---------------------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS
Fund $ 24 $ 73 n/a n/a $ 23 $ 72 n/a n/a $ 24 $ 73 n/a n/a
------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 9
- --------------------------------------------------------------------------------

THE FOLLOWING EXAMPLE ASSUMES THAT THE OPTIONAL INTEREST ACCUMULATION DEATH
BENEFIT WAS NOT ELECTED:
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
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%
investment, assuming a 5% investment, assuming a 5% annual return on assets:
annual 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 HLS Fund $ 21 $ 65 $ 112 $ 232 $ 21 $ 65 $ 111 $ 231 $ 21 $ 65 $ 112 $ 232
---------------------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund $ 21 $ 64 $ 110 $ 227 $ 20 $ 63 $ 109 $ 226 $ 21 $ 64 $ 110 $ 227
---------------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS
Fund $ 21 $ 64 $ 109 $ 226 $ 20 $ 63 $ 108 $ 225 $ 21 $ 64 $ 109 $ 226
---------------------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund $ 22 $ 69 $ 119 $ 246 $ 22 $ 69 $ 118 $ 245 $ 22 $ 69 $ 119 $ 246
---------------------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation
HLS Fund $ 23 $ 70 $ 119 $ 246 $ 22 $ 69 $ 119 $ 246 $ 23 $ 70 $ 119 $ 246
---------------------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities
HLS Fund $ 21 $ 64 $ 110 $ 227 $ 20 $ 63 $ 109 $ 226 $ 21 $ 64 $ 110 $ 227
---------------------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund $ 20 $ 62 $ 107 $ 221 $ 19 $ 61 $ 106 $ 220 $ 20 $ 62 $ 107 $ 221
---------------------------------------------------------------------------------------------------------------------------------
Hartford International
Opportunities HLS Fund $ 24 $ 74 $ 126 $ 260 $ 23 $ 73 $ 125 $ 259 $ 24 $ 74 $ 126 $ 260
---------------------------------------------------------------------------------------------------------------------------------
Hartford Dividend & Growth
HLS Fund $ 23 $ 70 $ 120 $ 248 $ 22 $ 69 $ 119 $ 247 $ 23 $ 70 $ 120 $ 248
---------------------------------------------------------------------------------------------------------------------------------
Hartford International
Advisers HLS Fund $ 25 $ 76 $ 131 $ 269 $ 24 $ 76 $ 130 $ 269 $ 25 $ 76 $ 131 $ 269
---------------------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund $ 24 $ 74 $ 127 $ 262 $ 24 $ 74 $ 126 $ 261 $ 24 $ 74 $ 127 $ 262
---------------------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS
Fund $ 24 $ 74 $ 126 $ 260 $ 23 $ 73 $ 125 $ 259 $ 24 $ 74 $ 126 $ 260
---------------------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income
HLS Fund $ 24 $ 75 $ 128 $ 264 $ 24 $ 74 $ 127 $ 263 $ 24 $ 75 $ 128 $ 264
---------------------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund $ 21 $ 66 n/a n/a $ 21 $ 65 n/a n/a $ 21 $ 66 n/a n/a
---------------------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS
Fund $ 22 $ 69 n/a n/a $ 22 $ 68 n/a n/a $ 22 $ 69 n/a n/a
------------------------------------------------------------------------------------------------------------
</TABLE>

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

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
<S> <C>
- -------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.031
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 307
- -------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.037
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 849
- -------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.016
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 725
- -------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.035
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 1,915
- -------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 0.984
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 272
- -------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.022
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 10
- -------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.045
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of (in
thousands) 250
- -------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND
SUB-ACCOUNT
Accumulation Unit Value at end of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 0.924
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 140
- -------------------------------------------------------------------------
HARTFORD DIVIDEND & GROWTH HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.008
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 523
- -------------------------------------------------------------------------
<PAGE>
</TABLE>

HARTFORD LIFE INSURANCE COMPANY 11
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31,
1998
- -------------------------------------------------------------------------
<S> <C>
HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 0.971
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 80
- -------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 0.975
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 100
- -------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.017
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 79
- -------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.090
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 106
- -------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.314
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 10
- -------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
Accumulation Unit Value at beginning of period $ 1.000
- -------------------------------------------------------------------------
Accumulation Unit Value at end of period $ 1.034
- -------------------------------------------------------------------------
- -------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period
(in thousands) 10
- -------------------------------------------------------------------------
</TABLE>
<PAGE>
12 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 $10,000 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. 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.

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 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.

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:

During Contract Years 1-7, a mortality and expense risk charge is subtracted
daily and is equal to an annual charge of 1.50% of your Contract Value invested
in the Funds. In Contract Year 8 or at the Annuity Commencement Date, whichever
comes sooner, the mortality and expense risk charge drops to 1.25% of your
Contract Value invested in the Funds.

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

Currently, Fund charges range from 0.40% to 0.86% 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, we will subtract an additional charge
on a daily basis which 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 Period Certain 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.

WILL HARTFORD PAY A DEATH BENEFIT?

Your Contract has a Death Benefit which is equal to the amount payable under the
standard Death Benefit or the Interest Accumulation Death Benefit ("Optional
Death Benefit"). We pay the Death Benefit if the Contract Owner, joint owner or
Annuitant, die before we begin to make annuity payments. 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. We
calculate the Death Benefit as of the date we receive a certified death
certificate or other legal document acceptable to us.

IF YOU DO NOT ELECT THE OPTIONAL DEATH BENEFIT, the Death Benefit will be 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, 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 the 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, the Death Benefit will be the greater
of:

- - the total Premium Payments you have made to us minus any Surrenders;

- - the Contract Value of your annuity;

- - your Maximum Anniversary Value or

- - your Interest Accumulation Value.

Assuming you have not taken any Surrenders, your INTEREST ACCUMULATION VALUE is
calculated by accumulating interest on your Premium Payments at a rate of 5% per
year up to the deceased's 81st birthday or date of death, whichever is earlier.
If you have taken any Surrenders, the 5% will be accumulated on your Premium
Payments, but we will make an adjustment for any of the Surrenders. This
adjustment will reduce the Death Benefit under the Optional Death Benefit
proportionally for the Surrenders. The Death Benefit under the Optional Death
Benefit is limited to a maximum of 200% of the Premium Payments, less
proportional adjustments for any Surrenders. If you elect the Optional Death
Benefit, we will subtract an additional charge on a daily basis which is equal
to an annual charge of .15% of your Contract Value invested in the Funds.

<PAGE>
HARTFORD LIFE INSURANCE COMPANY 13
- --------------------------------------------------------------------------------

The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 75 or older. The Optional Death Benefit is not available in
Washington or New York.

If you purchase your Contract after September 30, 1999, you must elect the
Optional Death Benefit at the time you send us your initial Premium Payment.

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: Option 1 -- Life Annuity, Option 2 -- Life Annuity with
a Cash Refund, Option 3 -- Life Annuity with Payments for a Period Certain,
Option 4 -- Joint and Last Survivor Life Annuity, Option 5 -- Joint and Last
Survivor Life Annuity with Payments for Period Certain and Option 6 -- Payments
For a Period Certain. We may make other Annuity Payout Options available at any
time.

You must begin to take payouts by the Annuitant's 90th birthday or the end of
the 10th Contract Year, whichever is later, unless you elect a later date to
begin receiving payments subject to the laws and regulations then in effect and
our approval. If you do not tell us what Annuity Payout Option you want before
that time, we will make payments under Option 3 -- Life Annuity with Payments
for a ten year Period 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 as well as 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

<TABLE>
<CAPTION>
EFFECTIVE DATE
RATING AGENCY OF RATING RATING BASIS OF RATING
<S> <C> <C> <C>
- -------------------------------------------------------------------------------------------------
A.M. Best and Company, Inc. 1/1/99 A+ Financial performance
- -------------------------------------------------------------------------------------------------
Standard & Poor's 5/3/99 AA Insurer financial strength
- -------------------------------------------------------------------------------------------------
Duff & Phelps 12/21/98 AA+ Claims paying ability
- ----------------------------------------------------------------
</TABLE>

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 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, LLC ("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
each underlying Fund has different investment objectives, each is subject to
different risks. These risks and the
<PAGE>
14 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
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 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 investment grade 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 by investing primarily in dividend paying
equity securities. Sub-advised by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by U.S. and non-U.S. high quality growth
companies worldwide that, in the opinion of Wellington Management, are leaders
within their respective industries as indicated by an established market
presence and strong competitive position on a global, regional or country basis.
Sub-advised by Wellington Management.

HARTFORD GROWTH AND INCOME HLS FUND -- Seeks growth of capital and current
income by investing primarily in equity securities with earnings growth
potential and steady or rising dividends. Sub-advised by Wellington Management.

HARTFORD HIGH YIELD HLS FUND -- Seeks high current income by investing in
non-investment grade fixed-income securities. Growth of capital is a secondary
objective. 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
High Yield HLS Fund." Sub-advised by HIMCO.

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
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 of companies
with market capitalizations within the range represented by the Standard &
Poor's MidCap 400 Index. 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 within the range represented by the Russell 2000 Index.
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
ADVISABILITY OF INVESTING IN THE INDEX FUND.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 15
- --------------------------------------------------------------------------------
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 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 Contract
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 since the inception of the Separate Account 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.

In addition to the standardized total return, the Sub-Account may advertise a
NON-STANDARDIZED TOTAL RETURN THAT PREDATES THE INCEPTION OF THE SEPARATE
ACCOUNT. 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
Annual Maintenance Fee is not deducted. Therefore, non-standardized total return
for a Sub-Account is higher than standardized total return for a Sub-Account.
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.

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
<PAGE>
16 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
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 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 $10,000. 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-Registered Trademark-
Program or are part of certain tax qualified retirement plans. Prior approval is
required for Premium Payments of $1,000,000 or more.

You and your Annuitant must not be older than age 90 on the date that your
Contract is issued, or age 85 if your Contract is issued in New York. 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 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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 17
- --------------------------------------------------------------------------------

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 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, including any optional Death
Benefit charge.

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 -- 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 that involves individuals who act under a
power of attorney for multiple Contract Owners. If the value of the Contract
Owner's 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.

TELEPHONE TRANSFERS -- In most states, you can make transfers by calling us at
(800) 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. We may suspend, modify, or
terminate telephone transfer privileges at any time.

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 any transfer restrictions in place, 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 and the Optional Death
Benefit Charges:

1. MORTALITY AND EXPENSE RISK CHARGE

For assuming risks under the Contract during Contract Years 1-7, we will deduct
a daily charge at the annual rate of 1.50% of Contract Value (estimated at .95%
for mortality and .55% for expenses). After Contract Year 7 or at the Annuity
Commencement Date, whichever comes sooner, we will deduct a daily charge
totaling 1.25% per year of Contract Value (estimated at .90% for mortality and
.35% for expense).

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. The risk that we
bear during this
<PAGE>
18 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
period is that actual mortality rates may be lower than anticipated..

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 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.

2. 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 $30
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 you are
invested.

WHEN IS THE ANNUAL MAINTENANCE FEE WAIVED?

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

3. 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;
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.

4. 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 CHARGE: If you elect the optional death benefit, we will
subtract an additional charge on a daily basis which 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 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?

Your Contract has a Death Benefit which is equal to the amounts payable under
the standard Death Benefit or the Optional Death Benefit. We pay the Death
Benefit if the Contract Owner, joint owner or Annuitant, die before we begin to
make annuity payments. 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. We calculate the Death Benefit as of the
date we receive a certified death certificate or other legal document acceptable
to us.

If you do not elect the Optional Death Benefit, the Death Benefit will be 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, which is described below.

If you elect the Optional Death Benefit, the Death Benefit will be the greater
of:

- - the total Premium Payments you have made to us minus any Surrenders;

- - the Contract Value of your annuity;
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 19
- --------------------------------------------------------------------------------

- - your Maximum Anniversary Value or

- - your Interest Accumulation Value.

Assuming you have not taken any Surrenders, your Interest Accumulation Value is
calculated by accumulating interest on your Premium Payments at a rate of 5% per
year up to the deceased's 81st birthday or date of death, whichever is earlier.
If you have taken any Surrenders, the 5% will be accumulated on your Premium
Payments, but we will make an adjustment for any of the Surrenders. This
adjustment will reduce the Death Benefit under the Optional Death Benefit
proportionally for the Surrenders. The Death Benefit under the Optional Death
Benefit is limited to a maximum of 200% of the Premium Payments, less
proportional adjustments for any Surrenders. If you elect the Optional Death
Benefit, we will subtract an additional charge on a daily basis which is equal
to an annual charge of .15% of your Contract Value invested in the Funds. The
Optional Death Benefit may not be available if the Contract Owner or Annuitant
is age 75 or older. The Optional Death Benefit is not available in Washington or
New York.

If you purchase your Contract after September 30, 1999, you must elect the
Optional Death Benefit at the time you send us your initial Premium Payment.

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.

The Beneficiary may elect, under the Annuity Proceeds Settlement Option, 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
document acceptable to us, the Beneficiary can: (a) make Sub-Account transfers
and (b) take Surrenders.

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

<TABLE>
<CAPTION>
IF THE
DECEASED IS
THE... AND... AND... THEN THE...
- ----------------------------------------------------------
<S> <C> <C> <C>
Contract There is a The Annuitant Joint
Owner surviving is living or Contract
joint deceased Owner
Contract receives the
Owner Death
Benefit.
- ----------------------------------------------------------
Contract There is no The Annuitant Designated
Owner surviving is living or Beneficiary
joint deceased receives the
Contract Death
Owner Benefit.
- ----------------------------------------------------------
Contract There is no The Annuitant Contract
Owner surviving is living or Owner's
joint deceased estate
Contract receives the
Owner and the Death
Beneficiary Benefit.
predeceases
the Contract
Owner
- ----------------------------------------------------------
Annuitant The Contract There is no Death Benefit
Owner is named is paid to
living Contingent the Contract
Annuitant Owner(s) and
not the
designated
Beneficiary.
- ----------------------------------------------------------
Annuitant The Contract The Contingent
Owner is Contingent Annuitant
living Annuitant is becomes the
living Annuitant,
and the
Contract
continues.
</TABLE>

IF DEATH OCCURS ON OR AFTER THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<CAPTION>
IF THE
DECEASED IS
THE... AND... THEN THE...
- -------------------------------------------------
<S> <C> <C>
Contract The Annuitant is Designated
Owner living Beneficiary
becomes the
Contract Owner
- -------------------------------------------------
Annuitant The Contract Contract Owner
Owner is living receives the
Death Benefit.
- -------------------------------------------------
Annuitant The Annuitant is Designated
also the Beneficiary
Contract Owner receives the
Death Benefit.
</TABLE>

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

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. If 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. This
spousal continuation is available only once for each Contract.

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 any applicable Premium Taxes 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. The Commuted Value is determined on the
day we receive your written request for Surrender.

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you elect the Payments for a
Period Certain Annuity Payout Option, but 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, (c) the SEC permits and
orders postponement, or (d) 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 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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 21
- --------------------------------------------------------------------------------

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 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. Which Annuity Payout Option do you want to use?

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

4. What level of Assumed Investment Return should you choose?

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 Annuitant's 90th
birthday or the end of the 10th Contract Year, whichever is later unless you
elect a later date to begin receiving payments, subject to the laws and
regulations then in effect and our approval. If your Contract is issued in New
York, you cannot defer beyond the Annuitant's 90th birthday. If this Contract is
issued to the trustee of a Charitable Remainder Trust, the Annuity Commencement
Date may be deferred to the Annuitant's 100th 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?

Your Contract contains the Annuity Payout Options described below. The Annuity
Proceeds Settlement Option is an option that can be elected by the Beneficiary
after the death of the Contract Owner and is described in the "Death Benefit"
section. We may at times offer other Annuity Payout Options.

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 A CASH REFUND

We will make Annuity Payouts as long as the Annuitant is living. When the
Annuitant dies, if the Annuity Payouts already made are less than the Contract
Value minus any Premium Tax, the remaining value will be paid to the
Beneficiary. The remaining value is equal to the Contract Value minus any
Premium Tax minus the Annuity Payouts already made. This option is only
available for Annuity Payouts using the 5% Assumed Investment Return.

OPTION 3 -- LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN

We will make Annuity Payouts as long as the Annuitant is living, but we at least
guarantee to make Annuity Payouts for a time period you select, between 5 years
and 100 years minus the Annuitant's age. If the Annuitant dies before the
guaranteed number of years have passed, then the Beneficiary may elect to
<PAGE>
22 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
(a) continue Annuity Payouts for the remainder of the guaranteed number of years
or (b) receive the Commuted Value in one sum.

For Qualified Contracts, the guaranteed number of years must be less than the
life expectancy of the Annuitant at the time the Annuity Payouts begin. We
compute life expectancy using the IRS mortality tables.

OPTION 4 -- 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 Payout 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-dollar amount Annuity Payouts, these percentages represent Annuity
Units. For fixed-dollar amount Annuity Payouts, the percentages 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 5 -- JOINT AND LAST SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD
CERTAIN

We will make Annuity Payouts as long as either the Annuitant or Joint Annuitant
are living, but we at least guarantee to make Annuity Payouts for a time period
you select, between 5 years and 100 years minus the Annuitant's age. If the
Annuitant and the Joint Annuitant both die before the guaranteed number of years
have passed, then the Beneficiary has two options, (a) continue Annuity Payouts
for the remainder of the guaranteed number of years or (b) receive the Commuted
Value in one sum.

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 dollar amount Annuity Payouts, these percentages represent Annuity
Units. For fixed-dollar amount Annuity Payouts, these percentages 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 6 -- PAYMENTS FOR A PERIOD CERTAIN

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 Period Certain Annuity Payout Option.

- - 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 Payments for a Period Certain Annuity Payout Option using a ten
year period certain.

- - 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
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 LEVEL OF ASSUMED INVESTMENT RETURN DO YOU PREFER?

The Assumed Investment Return ("AIR") is the investment return you select before
we start to make Annuity Payouts. It is a critical assumption for calculating
variable dollar amount Annuity Payouts. The first Annuity Payout will be based
upon the AIR. The remaining Annuity Payouts will fluctuate based on the
performance of the underlying Funds.

Subject to the approval of your State, you can select one of three AIRs: 3%, 5%
or 6%. The greater the AIR, the greater the initial Annuity Payout. A higher AIR
may result in smaller potential growth in the Annuity Payouts. On the other
hand, a lower AIR results in a lower initial Annuity Payout, but future Annuity
Payouts have the potential to be greater.

For example, if the second monthly Annuity Payout is the same as the first, the
sub-accounts earned exactly the same return as the AIR. If the second monthly
Annuity Payout is more than the first, the sub-accounts earned more than the
AIR. If the second
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 23
- --------------------------------------------------------------------------------
Annuity Payout is less than the first, the sub-account earned less than the AIR.

Level variable dollar amount Annuity Payouts would be produced if the investment
returns remained constant and equal to the AIR. In fact, Annuity Payouts will
vary up or down as the investment rate varies up or down from the AIR.

5. DO YOU WANT FIXED-DOLLAR AMOUNT OR VARIABLE DOLLAR AMOUNT ANNUITY PAYOUTS OR
A COMBINATION OF BOTH?

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.

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 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 for 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.

COMBINATION ANNUITY PAYOUTS -- You may choose to receive a combination of
fixed-dollar amount and variable-dollar amount annuity payouts as long as they
total 100% of your Annuity Payout. For example, you may choose to receive 40%
fixed-dollar amount and 60% variable-dollar amount to meet your income needs.

TRANSFER OF ANNUITY UNITS -- After the Annuity Calculation Date, you may
transfer dollar amounts of Annuity Units from one Sub-Account to another. 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.

OTHER PROGRAMS AVAILABLE
- --------------------------------------------------------------------------------

INVESTEASE-REGISTERED TRADEMARK- -- 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 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 a customized allocation for your Sub-Accounts to help you reach your
investment goals. 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 you have chosen. 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.
<PAGE>
24 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 affect 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. 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
ours. Both HSD and Hartford are ultimately controlled by The Hartford Financials
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 affect 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 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

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

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 is currently performing 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 substantially completed third party initiatives (1) and (2).
Hartford is currently 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, 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 after-tax costs of Hartford's Year 2000 program that were incurred prior to
the year ended December 31, 1998 were not material to Hartford's financial
condition or results of operations. For the year ended December 31, 1998, the
after-tax costs were approximately $4 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 has substantially completed the development of 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. The contingency
planning process involved identifying reasonably likely business disruption
scenarios that, if they were to occur, could create significant problems in
critical functions of Hartford. Hartford has developed plans to respond to such
problems so that critical business functions may continue to operate with
minimal disruption. Contingency planning also included assessing the dependency
of business functions on critical third parties and their Year 2000 readiness.
These plans will then be reviewed and tested on an integrated basis for the
remainder of the year. Furthermore, 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.

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: IPS
P.O. Box 5085
Hartford, Connecticut 06102-5085.
Telephone: (800) 862-6668 (Contract Owners)
(800) 862-7155 (Investment Consultants)
<PAGE>
26 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 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.

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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY 27
- --------------------------------------------------------------------------------
or deemed received will not be includable in gross income, and will simply
reduce the "investment in the contract."

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

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

B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

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

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
<PAGE>
28 HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
(b) the "income on the contract" attributable thereto, such amount is not
subject to the 10% penalty tax. In all other respects, amounts received or
deemed received from such post-exchange Contracts are generally subject to the
rules described in this subparagraph 3.

F. REQUIRED DISTRIBUTIONS.

i. Death of Contract Owner or Primary Annuitant

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

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

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

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

ii. Alternative Election to Satisfy Distribution Requirements
If any portion of the interest of a Contract Owner described in i. above is
payable to 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,

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

APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT 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;

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

- - 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;

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

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
SECTION
<S> <C>
- --------------------------------------------------------
DESCRIPTION OF HARTFORD LIFE INSURANCE
COMPANY
- --------------------------------------------------------
SAFEKEEPING OF ASSETS
- --------------------------------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS
- --------------------------------------------------------
DISTRIBUTION OF CONTRACTS
- --------------------------------------------------------
CALCULATION OF YIELD AND RETURN
- --------------------------------------------------------
PERFORMANCE COMPARISONS
- --------------------------------------------------------
FINANCIAL STATEMENTS
- --------------------------------------------------------
</TABLE>

<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:

- - Attained age 59 1/2,

- - Separated from service,

- - Died, or

- - 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>

PART B

<PAGE>

STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO

DIRECTOR ACCESS

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 Services, P.O. Box 5085, Hartford, CT
06102-5085.

Date of Prospectus: October 1, 1999

Date of Statement of Additional Information: October 1, 1999

Director Access (HL)

<PAGE>

-2-

TABLE OF CONTENTS

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

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY. . . . . . . . . . . . . . 3

SAFEKEEPING OF ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . 3

INDEPENDENT PUBLIC ACCOUNTANTS . . . . . . . . . . . . . . . . . . . . . 3

DISTRIBUTION OF CONTRACTS . . . . . . . . . . . . . . . . . . . . . . . . 3

CALCULATION OF YIELD AND RETURN . . . . . . . . . . . . . . . . . . . . . 6

PERFORMANCE COMPARISONS . . . . . . . . . . . . . . . . . . . . . . . . . 8

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . F-1

<PAGE>

-3-

DESCRIPTION OF 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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
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 5/3/99 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

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.

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 continuous basis.

<PAGE>

-4-

HSD is an affiliate of Hartford. Hartford's parent company indirectly owns 100%
of HSD. The principal business address of HSD is the same as that of Hartford.

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

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

Hartford currently pays HSD underwriting commissions for its role as
principal underwriter for 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. HSD has
retained none of these commissions.

CALCULATION OF YIELD AND RETURN

YIELD OF 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 accumulation unit of the Sub-Account at the beginning of the period,
subtracting a hypothetical charge reflecting deductions from Contract Owner
accounts, and dividing the difference by the value of the account at the
beginning of the base period to obtain the base period return, and then
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 effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365 divided by 7 and subtracting 1
from the result, according to the following formula:

365/7
Effective Yield = [(Base Period Return + 1) ] - 1

<PAGE>

-5-

The yield and effective yield for the seven-day period ending June 30, 1999
for the Hartford Money Market HLS Fund Sub-Account is as follows ($30 Annual
Maintenance Fee):

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------

SUB-ACCOUNT YIELD EFFECTIVE YIELD
- --------------------------------------------------------------------------------
<S> <C> <C>
Hartford Money Market HLS Fund 3.05% 3.10%
- --------------------------------------------------------------------------------
</TABLE>

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
MAINTENANCE FEE.

YIELDS OF HARTFORD BOND HLS FUND, HARTFORD MORTGAGE SECURITIES HLS FUND, AND
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNTS. As summarized in the Prospectus
under the heading "Performance Related Information," yields of these
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 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 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 Funds.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset based charges
assessed under the Contract over the base period. Yield quotations based on
a 30-day period are computed by dividing the dividends and interests earned
during the period by the maximum offering price per unit on the last day of
the period, according to the following formula:

Example:
6
Current Yield Formula for the Sub-Account 2[((A-B)/(CD) + 1) - 1]

Where A = Dividends and interest earned during the period.
B = Expenses accrued for the period (net of reimbursements).
C = The average daily number of units outstanding during the period that
were entitled to receive dividends.
D = The maximum offering price per unit on the last day of the period.

<PAGE>

-6-

<TABLE>
<CAPTION>
YIELD BASED ON A 30-DAY PERIOD ENDED
JUNE 30, 1999

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

SUB-ACCOUNT YIELD
- --------------------------------------------------------------------------------
<S> <C>
Hartford Bond HLS Fund 4.74%
- --------------------------------------------------------------------------------
Hartford High Yield HLS Fund 7.58%
- --------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund 4.13%
- --------------------------------------------------------------------------------
</TABLE>

CALCULATION OF TOTAL RETURN. As summarized in the Prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered.
The formula for total return used herein includes three steps: (1)
calculating the value of the hypothetical initial investment of $1,000 as of
the end of the period by multiplying the total number of units owned at the
end of the period by the unit value per unit on the last trading day of the
period; (2) assuming redemption at the end of the period and deducting any
applicable contingent deferred sales charge and (3) dividing this account
value for the hypothetical investor by the initial $1,000 investment and
annualizing the result for periods of less than one year. Total return will
be calculated since the inception of the Separate Account 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.

The following are the standardized average annual total return quotations for
the Sub-Accounts for the 1, 5, and 10-year periods. (These returns assume a
mortality and risk expense charge of 1.50% and an Annual Maintenance Fee of
$30.)

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDED JUNE 30, 1999

- ----------------------------------------------------------------------------------
SUB-ACCOUNT S/A 1 YEAR 5 YEAR 10 YEAR SINCE
INCEPTION INCEPTION
DATE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Hartford Advisers HLS 6/2/86 10.74% 16.29% 10.53% 9.96%
Fund
- ----------------------------------------------------------------------------------
Hartford Bond HLS Fund 6/2/86 -3.46% 3.34% 3.77% 3.65%
- ----------------------------------------------------------------------------------
Hartford Capital 6/2/86 16.32% 19.28% 15.07% 12.24%
Appreciation HLS Fund
- ----------------------------------------------------------------------------------
Hartford Dividend & 6/2/86 7.89% 19.19% N/A 17.25%
Growth HLS Fund
- ----------------------------------------------------------------------------------
Hartford Global Leaders 9/30/98 N/A N/A N/A 45.08%
HLS Fund
- ----------------------------------------------------------------------------------
Hartford Growth and 5/29/98 23.62% N/A N/A 20.63%
Income HLS Fund
- ----------------------------------------------------------------------------------
Hartford High Yield HLS 9/30/98 N/A N/A N/A 2.97%
Fund
- ----------------------------------------------------------------------------------
Hartford Index HLS Fund 5/1/87 17.44% 23.17% 14.16% 12.12%
- ----------------------------------------------------------------------------------
Hartford International 3/1/95 2.67% N/A N/A 6.84%
Advisers HLS Fund
- ----------------------------------------------------------------------------------
Hartford International 7/2/90 2.83% 5.88% N/A 3.69%
Opportunities HLS Fund
- ----------------------------------------------------------------------------------
Hartford MidCap HLS 7/30/97 28.52% N/A N/A 28.29%
Fund
- ----------------------------------------------------------------------------------
Hartford Money Market 6/2/86 0.36% 0.71% 0.95% 1.61%
HLS Fund
- ----------------------------------------------------------------------------------
Hartford Mortgage 6/2/86 -1.05% 3.20% 3.46% 3.81%
Securities HLS Fund
- ----------------------------------------------------------------------------------
Hartford Small Company 8/9/96 19.97% N/A N/A 16.15%
HLS Fund
- ----------------------------------------------------------------------------------
Hartford Stock HLS Fund 6/2/86 19.52% 23.69% 14.44% 12.86%
- ----------------------------------------------------------------------------------
</TABLE>

STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR PERIOD ENDED JUNE 30, 1999
WITH DEATH BENEFIT OPTION

- ----------------------------------------------------------------------------------
SUB-ACCOUNT S/A 1 YEAR 5 YEAR 10 YEAR SINCE
INCEPTION INCEPTION
DATE
- ----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Hartford Advisers HLS 6/2/86 10.57% 16.10% 10.35% 9.77%
Fund
- ----------------------------------------------------------------------------------
Hartford Bond HLS Fund 6/2/86 -3.60% 3.18% 3.59% 3.46%
- ----------------------------------------------------------------------------------
Hartford Capital 6/2/86 16.14% 19.09% 14.88% 12.05%
Appreciation HLS Fund
- ----------------------------------------------------------------------------------
Hartford Dividend & 6/2/86 7.72% 19.00% N/A 17.06%
Growth HLS Fund
- ----------------------------------------------------------------------------------
Hartford Global Leaders 9/30/98 N/A N/A N/A 44.92%
HLS Fund
- ----------------------------------------------------------------------------------
Hartford Growth and 5/29/98 23.43% N/A N/A 20.49%
Income HLS Fund
- ----------------------------------------------------------------------------------
Hartford High Yield HLS 9/30/98 N/A N/A N/A 2.85%
Fund
- ----------------------------------------------------------------------------------
Hartford Index HLS Fund 5/1/87 17.26% 22.98% 13.98% 11.93%
- ----------------------------------------------------------------------------------
Hartford International 3/1/95 2.52% N/A N/A 6.66%
Advisers HLS Fund
- ----------------------------------------------------------------------------------
Hartford International 7/2/90 2.67% 5.71% N/A 3.51%
Opportunities HLS Fund
- ----------------------------------------------------------------------------------
Hartford MidCap HLS 7/30/97 28.32% N/A N/A 28.10%
Fund
- ----------------------------------------------------------------------------------
Hartford Money Market 6/2/86 0.20% 0.54% 0.77% 1.43%
HLS Fund
- ----------------------------------------------------------------------------------
Hartford Mortgage 6/2/86 -1.21% 3.03% 3.28% 3.63%
Securities HLS Fund
- ----------------------------------------------------------------------------------
Hartford Small Company 8/9/96 19.79% N/A N/A 15.96%
HLS Fund
- ----------------------------------------------------------------------------------
Hartford Stock HLS Fund 6/2/86 19.33% 23.50% 14.26% 12.67%
- ----------------------------------------------------------------------------------
</TABLE>

<PAGE>

-7-

In addition to the standardized total return, the Sub-Accounts 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 Annual Maintenance Fee is 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.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts for the 1, 5, and 10-year periods. (These returns assume a
mortality and risk expense charge of 1.50%.)

<TABLE>
<CAPTION>
NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE
OF THE SEPARATE ACCOUNT FOR PERIOD ENDED JUNE 30, 1999

- --------------------------------------------------------------------------------
SUB-ACCOUNT FUND 1 YEAR 5 YEAR 10 YEAR SINCE
INCEPTION INCEPTION
DATE
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------
Hartford Advisers HLS 3/31/83 13.74% 18.58% 12.83% 12.38%
Fund
- --------------------------------------------------------------------------------
Hartford Bond HLS Fund 8/31/77 -0.46% 6.09% 6.27% 7.27%
- --------------------------------------------------------------------------------
Hartford Capital 4/2/84 19.32% 21.39% 17.01% 16.53%
Appreciation HLS Fund
- --------------------------------------------------------------------------------
Hartford Dividend & 3/8/94 10.89% 21.32% N/A 19.68%
Growth HLS Fund
- --------------------------------------------------------------------------------
Hartford Global Leaders 9/30/98 N/A N/A N/A 48.08%
HLS Fund
- --------------------------------------------------------------------------------
Hartford Growth and 5/29/98 26.62% N/A N/A 28.71%
Income HLS Fund
- --------------------------------------------------------------------------------
Hartford High Yield HLS 9/30/98 N/A N/A N/A 5.97%
Fund
- --------------------------------------------------------------------------------
Hartford Index HLS Fund 5/1/87 20.44% 25.25% 16.31% 14.44%
- --------------------------------------------------------------------------------
Hartford International 3/1/95 5.67% N/A N/A 10.60%
Advisers HLS Fund
- --------------------------------------------------------------------------------
Hartford International 7/2/90 5.83% 8.55% N/A 6.59%
Opportunities HLS Fund
- --------------------------------------------------------------------------------
Hartford MidCap HLS 7/30/97 31.52% N/A N/A 31.17%
Fund
- --------------------------------------------------------------------------------
Hartford Money Market 6/30/80 3.36% 3.66% 3.79% 6.01%
HLS Fund
- --------------------------------------------------------------------------------
Hartford Mortgage 1/1/85 1.95% 5.95% 5.98% 7.12%
Securities HLS Fund
- --------------------------------------------------------------------------------
Hartford Small Company 8/9/96 22.97% N/A N/A 18.92%
HLS Fund
- --------------------------------------------------------------------------------
Hartford Stock HLS Fund 8/31/77 22.52% 25.81% 16.64% 14.85%
- --------------------------------------------------------------------------------
Hartford Advisers HLS 3/31/83 13.57% 18.41% 12.66% 12.22%
Fund
- --------------------------------------------------------------------------------
Hartford Bond HLS Fund 8/31/77 -0.60% 5.93% 6.11% 7.11%
- --------------------------------------------------------------------------------
Hartford Capital 4/2/84 19.14% 21.21% 16.83% 16.36%
Appreciation HLS Fund
- --------------------------------------------------------------------------------
Hartford Dividend & 3/8/94 10.72% 21.14% N/A 19.50%
Growth HLS Fund
- --------------------------------------------------------------------------------
Hartford Global Leaders 9/30/98 N/A N/A N/A 47.92%
HLS Fund
- --------------------------------------------------------------------------------
Hartford Growth and 5/29/98 26.43% N/A N/A 28.52%
Income HLS Fund
- --------------------------------------------------------------------------------
Hartford High Yield HLS 9/30/98 N/A N/A N/A 5.85%
Fund
- --------------------------------------------------------------------------------
Hartford Index HLS Fund 5/1/87 20.26% 25.06% 16.14% 14.27%
- --------------------------------------------------------------------------------
Hartford International 3/1/95 5.52% N/A N/A 10.44%
Advisers HLS Fund
- --------------------------------------------------------------------------------
Hartford International 7/2/90 5.67% 8.39% N/A 6.43%
Opportunities HLS Fund
- --------------------------------------------------------------------------------
Hartford MidCap HLS 7/30/97 31.32% N/A N/A 30.98%
Fund
- --------------------------------------------------------------------------------
Hartford Money Market 6/30/80 3.20% 3.51% 3.64% 5.85%
HLS Fund
- --------------------------------------------------------------------------------
Hartford Mortgage 1/1/85 1.79% 5.79% 5.83% 6.96%
Securities HLS Fund
- --------------------------------------------------------------------------------
Hartford Small Company 8/9/96 22.79% N/A N/A 18.75%
HLS Fund
- --------------------------------------------------------------------------------
Hartford Stock HLS Fund 8/31/77 22.33% 25.62% 16.46% 14.68%
- --------------------------------------------------------------------------------
</TABLE>

<PAGE>

-8-

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 or
prospective shareholders. Each Sub-Account may from time-to-time include its
yield and total return in advertisements or information furnished to present or
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 about 400
industrial, 60 transportation and 40 financial services concerns. The S&P 500
represents about 80% of the market value of all issues traded on the New York
Stock Exchange.

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

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

The Shearson Lehman Government Bond Index (the "SL 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
issues are not included in the SL Government Index.

The Shearson Lehman Government/Corporate Bond Index (the "SL
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 SL 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%).

<PAGE>

DIRECTOR CHOICE ACCESS VARIABLE ANNUITY
SEPARATE ACCOUNT TWO
HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085
TELEPHONE: 1-800-862-6668 (CONTRACT OWNERS)
1-800-862-7155 (REGISTERED REPRESENTATIVES) [LOGO]

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

This Prospectus describes information you should know before you purchase the
Director CHOICE Access variable annuity. Please read it carefully.

Director CHOICE Access 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:

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

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

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

- - MITCHELL HUTCHINS SERIES TRUST GROWTH AND INCOME PORTFOLIO SUB-ACCOUNT which
purchases shares of Class I of Mitchell Hutchins Growth and Income Portfolio
of the Mitchell Hutchins Series Trust ("Mitchell Hutchins Series Trust Growth
and Income Portfolio")

- - MITCHELL HUTCHINS SERIES TRUST STRATEGIC INCOME PORTFOLIO SUB-ACCOUNT which
purchases shares of Class I of Mitchell Hutchins Strategic Income Portfolio of
the Mitchell Hutchins Series Trust ("Mitchell Hutchins Series Trust Strategic
Income Portfolio")

- - MITCHELL HUTCHINS SERIES TRUST TACTICAL ALLOCATION PORTFOLIO SUB-ACCOUNT which
purchases shares of Class I of Mitchell Hutchins Tactical Allocation Portfolio
of the Mitchell Hutchins Series Trust ("Mitchell Hutchins Series Trust
Tactical Allocation Portfolio")