HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT TWO
485BPOS, 2000-12-29
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<PAGE>

  As filed with the Securities and Exchange Commission on December 29, 2000.
                                                            File No. 333-69485
                                                                      811-4732

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [X]

         Pre-Effective Amendment No.                                   [ ]
                                     ------
         Post-Effective Amendment No.  11                              [X]
                                     ------

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

         Amendment No.   178                                           [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
                         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 January 26, 2001 pursuant to paragraph (b) of Rule 485
        ___  60 days after filing pursuant to paragraph (a)(1) of Rule 485
        ___  on ________, 2000 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>
THE DIRECTOR
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)      [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
VII of The Director variable annuity. Please read it carefully.

The Director variable annuity is a contract between you and Hartford Life
Insurance Company where you agree to make at least one Premium Payment to us and
we agree to make a series of Annuity Payouts at a later date. This Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   12
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 13
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            13
--------------------------------------------------------------------------------
  The Separate Account                                                       14
--------------------------------------------------------------------------------
  The Funds                                                                  14
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              16
--------------------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURE                                               16
--------------------------------------------------------------------------------
THE CONTRACT                                                                 17
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               17
--------------------------------------------------------------------------------
  Charges and Fees                                                           19
--------------------------------------------------------------------------------
  Death Benefit                                                              21
--------------------------------------------------------------------------------
  Surrenders                                                                 24
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              26
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     28
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            29
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  29
--------------------------------------------------------------------------------
  More Information                                                           29
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   30
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     34
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           35
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           38
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

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

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                               None
---------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                      7%
---------------------------------------------------------
    Second Year                                         6%
---------------------------------------------------------
    Third Year                                          6%
---------------------------------------------------------
    Fourth Year                                         5%
---------------------------------------------------------
    Fifth Year                                          4%
---------------------------------------------------------
    Sixth Year                                          3%
---------------------------------------------------------
    Seventh Year                                        2%
---------------------------------------------------------
    Eighth Year                                         0%
---------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                            $30
---------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
    Mortality and Expense Risk Charge                1.25%
---------------------------------------------------------
    Total Separate Account Annual Expenses           1.25%
---------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                    0.15%
---------------------------------------------------------
    Earnings Protection Benefit Charge               0.20%
---------------------------------------------------------
    Total Separate Account Annual Expenses with
     all optional charges                            1.60%
---------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (As a percentage of net assets)


<TABLE>
<CAPTION>
                                                                      TOTAL FUND
                                                                      OPERATING
                                     MANAGEMENT FEES  OTHER EXPENSES   EXPENSES
<S>                                  <C>              <C>             <C>
--------------------------------------------------------------------------------
Hartford Advisers HLS Fund                0.63%            0.02%         0.65%
--------------------------------------------------------------------------------
Hartford Bond HLS Fund                    0.49%            0.03%         0.52%
--------------------------------------------------------------------------------
Hartford Capital Appreciation HLS
  Fund                                    0.64%            0.02%         0.66%
--------------------------------------------------------------------------------
Hartford Dividend and Growth HLS
  Fund                                    0.65%            0.03%         0.68%
--------------------------------------------------------------------------------
Hartford Global Health HLS Fund (1)       0.85%            0.25%         1.10%
--------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund          0.74%            0.12%         0.86%
--------------------------------------------------------------------------------
Hartford Global Technology HLS Fund
  (1)                                     0.85%            0.25%         1.10%
--------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund       0.78%            0.04%         0.82%
--------------------------------------------------------------------------------
Hartford High Yield HLS Fund              0.66%            0.06%         0.72%
--------------------------------------------------------------------------------
Hartford Index HLS Fund                   0.40%            0.03%         0.43%
--------------------------------------------------------------------------------
Hartford International Advisers HLS
  Fund                                    0.76%            0.09%         0.85%
--------------------------------------------------------------------------------
Hartford International
  Opportunities HLS Fund                  0.69%            0.09%         0.78%
--------------------------------------------------------------------------------
Hartford MidCap HLS Fund                  0.76%            0.03%         0.79%
--------------------------------------------------------------------------------
Hartford Money Market HLS Fund            0.45%            0.02%         0.47%
--------------------------------------------------------------------------------
Hartford Mortgage Securities HLS
  Fund                                    0.45%            0.03%         0.48%
--------------------------------------------------------------------------------
Hartford Small Company HLS Fund           0.75%            0.03%         0.78%
--------------------------------------------------------------------------------
Hartford Stock HLS Fund                   0.46%            0.02%         0.48%
--------------------------------------------------------------------------------
</TABLE>


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

EXAMPLE


YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS:


<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS
FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $230     $19      $61     $106      $229
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $154      $246     $21      $66     $114      $245
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $251     $22      $68     $116      $251
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $128     $164      $267     $23      $72     $124      $266
-------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $80     $114     $140      $216     $18      $57     $ 99      $215
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $119     $148      $232     $20      $62     $107      $232
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $82     $120     $150      $238     $20      $64     $110      $237
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $125     $158      $253     $22      $68     $117      $253
-------------------------------------------------------------------------------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $231     $20      $62     $106      $230
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $155      $247     $21      $66     $114      $246
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $252     $22      $68     $117      $252
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $165      $268     $23      $73     $125      $267
-------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $125     $158      $254     $22      $69     $118      $254
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $166      $270     $23      $73     $126      $269
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131     N/A      N/A       $24      $75     N/A      N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136     N/A      N/A       $26      $80     N/A      N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137     N/A      N/A       $26      $81     N/A      N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142     N/A      N/A       $28      $86     N/A      N/A
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $252     $22      $68     $117      $252
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $129     $165      $268     $23      $73     $125      $267
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $273     $24      $74     $127      $272
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $135     $175      $288     $25      $79     $135      $288
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131     N/A      N/A       $24      $75     N/A      N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136     N/A      N/A       $26      $80     N/A      N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137     N/A      N/A       $26      $81     N/A      N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142     N/A      N/A       $28      $86     N/A      N/A
-------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $128     $163      $264     $23      $71     $123      $263
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $129     $165      $269     $23      $73     $125      $268
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $173      $284     $25      $78     $133      $283
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR   3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>       <C>        <C>
-------------------------
HARTFORD ADVISERS HLS
FUND
-------------------------
  Without any optional
    benefits                 $20       $62       $107       $230
-------------------------
  With Optional Death
    Benefit                  $22       $67       $114       $246
-------------------------
  With Earnings
    Protection Benefit       $22       $68       $117       $251
-------------------------
  With both optional
    benefits                 $24       $73       $125       $267
-------------------------
HARTFORD BOND HLS FUND
-------------------------
  Without any optional
    benefits                 $19       $58       $100       $216
-------------------------
  With Optional Death
    Benefit                  $20       $63       $108       $232
-------------------------
  With Earnings
    Protection Benefit       $21       $64       $110       $238
-------------------------
  With both optional
    benefits                 $22       $69       $118       $253
-------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $62       $107       $231
-------------------------
  With Optional Death
    Benefit                  $22       $67       $115       $247
-------------------------
  With Earnings
    Protection Benefit       $22       $69       $118       $252
-------------------------
  With both optional
    benefits                 $24       $73       $125       $268
-------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $63       $108       $233
-------------------------
  With Optional Death
    Benefit                  $22       $68       $116       $249
-------------------------
  With Earnings
    Protection Benefit       $22       $69       $119       $254
-------------------------
  With both optional
    benefits                 $24       $74       $126       $270
-------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $76      N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $81      N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $82      N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $87      N/A        N/A
-------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $69       $118       $252
-------------------------
  With Optional Death
    Benefit                  $24       $73       $125       $268
-------------------------
  With Earnings
    Protection Benefit       $24       $75       $128       $273
-------------------------
  With both optional
    benefits                 $26       $79       $136       $288
-------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $76      N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $81      N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $82      N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $87      N/A        N/A
-------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $67       $115       $248
-------------------------
  With Optional Death
    Benefit                  $23       $72       $123       $264
-------------------------
  With Earnings
    Protection Benefit       $24       $74       $126       $269
-------------------------
  With both optional
    benefits                 $25       $78       $134       $284
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS
FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $120     $150      $238     $20      $64     $110      $237
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $125     $158      $253     $22      $68     $117      $253
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $126     $160      $259     $22      $70     $120      $258
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $131     $168      $274     $24      $74     $128      $273
-------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $112     $135      $207     $17      $55     $ 94      $206
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $80     $116     $143      $223     $19      $59     $102      $222
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $251     $22      $68     $116      $251
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $128     $164      $267     $23      $72     $124      $266
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $272     $24      $74     $127      $271
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $134     $174      $287     $25      $78     $134      $287
-------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $154      $245     $21      $66     $113      $244
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $127     $161      $261     $22      $70     $121      $260
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $164      $266     $23      $72     $124      $265
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $171      $281     $24      $77     $131      $280
-------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $137      $211     $18      $56     $ 97      $210
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $117     $145      $227     $19      $61     $104      $226
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $232     $20      $62     $107      $232
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR   3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>       <C>        <C>
-------------------------
HARTFORD HIGH YIELD HLS
FUND
-------------------------
  Without any optional
    benefits                 $21       $64       $110       $238
-------------------------
  With Optional Death
    Benefit                  $22       $69       $118       $253
-------------------------
  With Earnings
    Protection Benefit       $23       $70       $121       $259
-------------------------
  With both optional
    benefits                 $24       $75       $128       $274
-------------------------
HARTFORD INDEX HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $55       $ 95       $207
-------------------------
  With Optional Death
    Benefit                  $19       $60       $103       $223
-------------------------
  With Earnings
    Protection Benefit       $20       $61       $106       $228
-------------------------
  With both optional
    benefits                 $21       $66       $113       $244
-------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $68       $117       $251
-------------------------
  With Optional Death
    Benefit                  $24       $73       $125       $267
-------------------------
  With Earnings
    Protection Benefit       $24       $74       $127       $272
-------------------------
  With both optional
    benefits                 $26       $79       $135       $287
-------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
HARTFORD MIDCAP HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $66       $114       $245
-------------------------
  With Optional Death
    Benefit                  $23       $71       $122       $261
-------------------------
  With Earnings
    Protection Benefit       $24       $73       $124       $266
-------------------------
  With both optional
    benefits                 $25       $77       $132       $281
-------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------
  Without any optional
    benefits                 $18       $56       $ 97       $211
-------------------------
  With Optional Death
    Benefit                  $20       $61       $105       $227
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $232
-------------------------
  With both optional
    benefits                 $22       $67       $115       $248
-------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
HARTFORD STOCK HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
</TABLE>


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

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund
Sub-Accounts because as of December 31, 1999 the Sub-Accounts had not commenced
operations. No information is shown for the Earnings Protection Benefit because
as of December 31, 1999, the Earnings Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT
  (Inception date March 8, 1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT
  (Inception date September 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1.451
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT
  (Inception date June 1, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.182               $1.281
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.422               $1.420
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                41,232                1,551
----------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (Inception date September 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.035               $1.084
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.070               $1.069
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,681                  707
----------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (Inception date May 1, 1987)
Accumulation Unit Value at beginning of
  period                                      $4.712               $5.181
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $5.608               $5.602
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               152,272                1,107
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT
  (Inception date March 1, 1995)
Accumulation Unit Value at beginning of
  period                                      $1.476               $1.576
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.796               $1.791
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                57,797                  391
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT
  (Inception date July 2, 1990)
Accumulation Unit Value at beginning of
  period                                      $1.641               $1.806
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.267               $2.265
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               218,272                  449
----------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (Inception date July 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.371               $1.588
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.056               $2.054
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               118,306                1,455
----------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $1.716               $1.735
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.777               $1.776
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               213,832                1,061
----------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.211               $2.231
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.217               $2.214
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                69,555                  120
----------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT
  (Inception date August 9, 1996)
Accumulation Unit Value at beginning of
  period                                      $1.374               $1.510
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.251               $2.248
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               107,808                  726
----------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $6.066               $6.715
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.176               $7.169
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               432,424                2,105
----------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and the
  Fund's prospectuses accompanying this prostectus.



- OPTIONAL DEATH BENEFIT CHARGE -- If you elect the Optional Death Benefit, we
  will subtract an additional charge on a daily basis that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
                                                                              13
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                            4/1/00        A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                        8/1/00       AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                    5/1/00       AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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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 Contract will equal the total of the payments
you make to us.

THE FUNDS

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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.
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HARTFORD LIFE INSURANCE COMPANY
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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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

- Arrange for the handling and tallying of proxies received from Contract
  Owners.

- Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

- Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.

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

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under your
contract. We may, in our sole discretion, establish new Funds. New Funds will be
made available to existing Contract Owners as we determine appropriate. We may
also close one or more Funds to additional Payments or transfers from existing
Sub-Accounts.

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

* "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.
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16
                                                 HARTFORD LIFE INSURANCE COMPANY
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or appropriate to reflect the substitution or change. If we decide that it is in
the best interest of the 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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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.

FIXED ACCUMULATION FEATURE
--------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.


Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and

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HARTFORD LIFE INSURANCE COMPANY
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anticipated on our investments, regulatory and tax requirements and competitive
factors. We will account for any deductions, Surrenders or transfers from the
Fixed Accumulation Feature on a "first-in first-out" basis. For Contracts issued
in the state of New York, the Fixed Accumulation Feature interest rates may vary
from other states.


IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.

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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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
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18
                                                 HARTFORD LIFE INSURANCE COMPANY
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is $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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
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HARTFORD LIFE INSURANCE COMPANY
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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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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

The following charges and fees are associated with the Contract:

THE CONTINGENT DEFERRED SALES CHARGE

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

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

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-
<PAGE>
                                                                              21
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
Account Value. The mortality and expense risk charge is broken into charges for
mortality risks and for an expense risk:

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

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

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

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

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

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.

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.

CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

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

The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account and the dollar amount for the Fixed Accumulation Feature for
each Beneficiary's portion of the proceeds.
<PAGE>
22
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

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


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.



Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."


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

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.

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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the
<PAGE>
24
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
spouse as Contract Owner, unless the spouse elects to receive the Death Benefit
as a lump sum payment or as an annuity payment 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 payment, had the spouse
elected to receive the Death Benefit as a lump sum payment. Spousal Contract
continuation will only apply one time for each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.

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 . . .
<S>                           <C>                                  <C>
------------------------------------------------------------------------------------------------------
Contract Owner                There is a surviving joint Contract  The Annuitant is living or deceased
                              Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner and the Beneficiary
                              predeceases the Contract Owner
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         There is no named Contingent
                                                                   Annuitant
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         The Contingent Annuitant is living
------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .            THEN THE . . .
<S>                           <C>
----------------------------
Contract Owner                Joint Contract Owner receives the
                              Death Benefit.
----------------------------
Contract Owner                Designated Beneficiary receives the
                              Death Benefit.
----------------------------
Contract Owner                Contract Owner's estate receives
                              the Death Benefit.
----------------------------
Annuitant                     The Contract Owner becomes the
                              Contingent Annuitant and the
                              Contract continues.
----------------------------
Annuitant                     Contingent Annuitant becomes the
                              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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.
<PAGE>
                                                                              25
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.


If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.


Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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,
<PAGE>
26
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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 QUALIFIED 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:

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.
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HARTFORD LIFE INSURANCE COMPANY
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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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

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

- monthly,

- quarterly,

- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the
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28
                                                 HARTFORD LIFE INSURANCE COMPANY
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first. If the Sub-Accounts earned less than the AIR, then the second monthly
Annuity Payout Option is lower than the first.

Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

OTHER INFORMATION
--------------------------------------------------------------------------------

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
           1-800-862-7155 (Registered Representative)
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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 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
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HARTFORD LIFE INSURANCE COMPANY
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    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.


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


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

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

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

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

    f.  REQUIRED DISTRIBUTIONS.

  i. Death of Contract Owner or Primary Annuitant

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

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

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

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


 ii. Alternative Election to Satisfy Distribution Requirements


If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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
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                                                                              33
HARTFORD LIFE INSURANCE COMPANY
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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
34
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
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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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
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36
                                                 HARTFORD LIFE INSURANCE COMPANY
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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.


IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

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

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1

Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$108,000  Contract Value prior to Surrender equals
 .09259   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$ 9,722   Value equals
$95,278   the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$92,000   Contract Value prior to Surrender equals
 .10870   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$11,413   Value equals
$93,587   the New Interest Accumulation Value
</TABLE>

<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

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                                                 HARTFORD LIFE INSURANCE COMPANY
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EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for The Director variable
annuity 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
                           SERIES VII OF THE DIRECTOR


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: Investment Product Services, P.O. Box 5085, Hartford,
Connecticut 06102-5085.


Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001






333-69485


<PAGE>

                                     -2-

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                 <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY .................      3

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

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

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

CALCULATION OF YIELD AND RETURN ................................      4

PERFORMANCE COMPARISONS ........................................      9

FINANCIAL STATEMENTS ...........................................
</TABLE>

<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.                        4/1/00               A+        Financial performance
------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/00               AA        Insurer financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
Fitch                                              5/1/00               AA+       Financial Strength
------------------------------------------- ---------------------- -------------- ------------------------------------
</TABLE>




These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.



                              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

<PAGE>

                                     -4-

Hartford  Securities  Distribution  Company,  Inc.  ("HSD")  serves as
Principal Underwriter for the securities issued with respect to the Separate
Account.  HSD is an affiliate of Hartford.  Both HSD and Hartford are
ultimately controlled by The Hartford  Financial  Services Group, Inc. The
principal  business address of HSD is the same as that of Hartford.

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

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

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

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

Hartford  currently pays HSD underwriting  commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years,  the aggregate  dollar amount of
underwriting  commissions paid to HSD in its role as Principal  Underwriter
has been: 1999:  $159,553,734; 1998:  $61,629,500;  and  1997:  $64,851,026.
HSD has  retained  none of  these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
Sub-Account

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

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

A MONEY MARKET 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.


    YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                            YIELD                            EFFECTIVE YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                              <C>
Hartford Money Market HLS Fund                         4.09%                                 4.18%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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


<PAGE>

                                     -6-

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest 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.

           YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                                  YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>
Hartford Bond HLS Fund                                                                       5.69%
--------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                                                 8.30%
--------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                                        5.51%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

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

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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.



<PAGE>

                                     -7-

Standardized total return will be calculated for one year, five years and ten
years or some other relevant periods if a Sub-Account has not been in
existence for at least ten years.

The following are the standardized average annual total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts, because as of December
31, 1999 the Sub-Accounts had not commenced operations.


     STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                               SEPARATE ACCOUNT                                                  SINCE INCEPTION
          SUB-ACCOUNT           INCEPTION DATE     1 YEAR          5 YEAR     10 YEAR          OF SEPARATE ACCOUNT
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>              <C>            <C>          <C>
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%          10.63%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86         -13.23%         3.03%            3.73%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%          16.33%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%            N/A             15.15%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        38.51%           N/A              N/A             61.69%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        10.32%           N/A              N/A             17.78%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%           N/A              N/A             -4.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%          13.72%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%           N/A              N/A              9.66%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%            N/A              6.02%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%           N/A              N/A             29.75%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/2/86         -6.41%          0.27%            1.09%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%          2.89%            3.44%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         53.78%           N/A              N/A             23.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%          14.16%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                     -8-

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.

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

The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts, because as of December
31, 1999 the Sub-Accounts had not commenced operations.

  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
            THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                     FUND                                                        SINCE INCEPTION
        SUB-ACCOUNT            INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR            OF FUND
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>             <C>                <C>
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%          12.57%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%          6.34%            6.07%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%          18.28%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%            N/A             17.61%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        48.51%           N/A              N/A             70.84%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        20.32%           N/A              N/A             24.75%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%           N/A              N/A              5.57%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%          15.98%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%           N/A              N/A             12.86%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%            N/A              8.99%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%           N/A              N/A             34.65%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         3.59%          3.98%            3.80%              N/A




<PAGE>

                                     -9-

-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%          6.25%            5.77%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         63.78%           N/A              N/A             26.99%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%          16.42%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.

                             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
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

<PAGE>

                                     -10-

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 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>
THE BB&T DIRECTOR
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)         [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
II of The BB&T Director variable annuity. Please read it carefully.

The BB&T Director variable annuity is a contract between you and Hartford Life
Insurance Company where you agree to make at least one Premium Payment to us and
we agree to make a series of Annuity Payouts at a later date. This Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- BB&T GROWTH AND INCOME FUND SUB-ACCOUNT which purchases shares of the BB&T
  Growth and Income Fund of the Variable Insurance Funds

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   12
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 13
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            13
--------------------------------------------------------------------------------
  The Separate Account                                                       14
--------------------------------------------------------------------------------
  The Funds                                                                  14
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              16
--------------------------------------------------------------------------------
FIXED ACCUMULATION FEATURE                                                   16
--------------------------------------------------------------------------------
THE CONTRACT                                                                 17
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               17
--------------------------------------------------------------------------------
  Charges and Fees                                                           19
--------------------------------------------------------------------------------
  Death Benefit                                                              21
--------------------------------------------------------------------------------
  Surrenders                                                                 24
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              26
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     28
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            29
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  29
--------------------------------------------------------------------------------
  More Information                                                           29
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   30
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     34
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           35
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           38
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

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

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                               None
---------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                      7%
---------------------------------------------------------
    Second Year                                         6%
---------------------------------------------------------
    Third Year                                          6%
---------------------------------------------------------
    Fourth Year                                         5%
---------------------------------------------------------
    Fifth Year                                          4%
---------------------------------------------------------
    Sixth Year                                          3%
---------------------------------------------------------
    Seventh Year                                        2%
---------------------------------------------------------
    Eighth Year                                         0%
---------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                            $30
---------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
    Mortality and Expense Risk Charge                1.25%
---------------------------------------------------------
    Total Separate Account Annual Expenses           1.25%
---------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                    0.15%
---------------------------------------------------------
    Earnings Protection Benefit Charge               0.20%
---------------------------------------------------------
    Total Separate Account Annual Expenses with
     all optional charges                            1.60%
---------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (as a percentage of net assets)

<TABLE>
<CAPTION>
                                                                         TOTAL FUND
                                                                          OPERATING
                                                                          EXPENSES
                                     MANAGEMENT FEES  OTHER EXPENSES   (INCLUDING ANY
                                     (INCLUDING ANY   (INCLUDING ANY   WAIVERS AND ANY
                                        WAIVERS)      REIMBURSEMENTS)  REIMBURSEMENTS)
<S>                                  <C>              <C>              <C>
--------------------------------------------------------------------------------------
BB&T Growth and Income Fund (1)           0.74%            0.42%            1.16%
--------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                0.63%            0.02%            0.65%
--------------------------------------------------------------------------------------
Hartford Bond HLS Fund                    0.49%            0.03%            0.52%
--------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS
  Fund                                    0.64%            0.02%            0.66%
--------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS
  Fund                                    0.65%            0.03%            0.68%
--------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (2)       0.85%            0.25%            1.10%
--------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund          0.74%            0.12%            0.86%
--------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund
  (2)                                     0.85%            0.25%            1.10%
--------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund       0.78%            0.04%            0.82%
--------------------------------------------------------------------------------------
Hartford High Yield HLS Fund              0.66%            0.06%            0.72%
--------------------------------------------------------------------------------------
Hartford Index HLS Fund                   0.40%            0.03%            0.43%
--------------------------------------------------------------------------------------
Hartford International Advisers HLS
  Fund                                    0.76%            0.09%            0.85%
--------------------------------------------------------------------------------------
Hartford International
  Opportunities HLS Fund                  0.69%            0.09%            0.78%
--------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                  0.76%            0.03%            0.79%
--------------------------------------------------------------------------------------
Hartford Money Market HLS Fund            0.45%            0.02%            0.47%
--------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS
  Fund                                    0.45%            0.03%            0.48%
--------------------------------------------------------------------------------------
Hartford Small Company HLS Fund           0.75%            0.03%            0.78%
--------------------------------------------------------------------------------------
Hartford Stock HLS Fund                   0.46%            0.02%            0.48%
--------------------------------------------------------------------------------------
</TABLE>

(1) Including fee waivers and expense reimbursements, Branch Banking and Trust
    Company's Management fees are the following:

<TABLE>
<CAPTION>
                                                                 TOTAL FUND
                                                        OTHER    OPERATING
                                     MANAGEMENT FEES  EXPENSES    EXPENSES
<S>                                  <C>              <C>        <C>
---------------------------------------------------------------------------
BB&T Growth and Income Fund                  0.60%      0.27%       0.87%
---------------------------------------------------------------------------
</TABLE>

    Fee waivers and expense reimbursements may be terminated at any time at the
    option of the BB&T Growth and Income Fund.

(2) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

EXAMPLE


YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.



<TABLE>
<CAPTION>
                 If you Surrender your Contract: If you annuitize your Contract: If you do not Surrender your Contract:
 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>
 -----------------------------------------------------------------------------------------------------------------------
 BB&T GROWTH AND
   INCOME FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $86    $133    $172     $283    $25     $77    $132     $282     $25       $78      $133       $283
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $88    $138    $179     $298    $26     $82    $140     $298     $27       $82      $141       $298
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $88    $139    $182     $303    $27     $83    $143     $303     $27       $84      $143       $303
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $90    $143    $189     $318    $28     $88    $150     $317     $29       $89      $151       $318
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   ADVISERS HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $81    $118    $147     $230    $19     $61    $106     $229     $20       $62      $107       $230
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $83    $123    $154     $246    $21     $66    $114     $245     $22       $67      $114       $246
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $83    $124    $157     $251    $22     $68    $116     $251     $22       $68      $117       $251
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $85    $128    $164     $267    $23     $72    $124     $266     $24       $73      $125       $267
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD BOND
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $80    $114    $140     $216    $18     $57    $ 99     $215     $19       $58      $100       $216
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $81    $119    $148     $232    $20     $62    $107     $232     $20       $63      $108       $232
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $82    $120    $150     $238    $20     $64    $110     $237     $21       $64      $110       $238
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $83    $125    $158     $253    $22     $68    $117     $253     $22       $69      $118       $253
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   CAPITAL
   APPRECIATION
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $81    $118    $147     $231    $20     $62    $106     $230     $20       $62      $107       $231
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $83    $123    $155     $247    $21     $66    $114     $246     $22       $67      $115       $247
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $83    $124    $157     $252    $22     $68    $117     $252     $22       $69      $118       $252
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $85    $129    $165     $268    $23     $73    $125     $267     $24       $73      $125       $268
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   DIVIDEND AND
   GROWTH HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $81    $119    $148     $233    $20     $62    $108     $233     $20       $63      $108       $233
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $83    $123    $156     $249    $21     $67    $115     $248     $22       $68      $116       $249
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $83    $125    $158     $254    $22     $69    $118     $254     $22       $69      $119       $254
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $85    $129    $166     $270    $23     $73    $126     $269     $24       $74      $126       $270
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD GLOBAL
   HEALTH HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $86    $131     N/A      N/A    $24     $75     N/A      N/A     $25       $76       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $87    $136     N/A      N/A    $26     $80     N/A      N/A     $26       $81       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $88    $137     N/A      N/A    $26     $81     N/A      N/A     $27       $82       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $89    $142     N/A      N/A    $28     $86     N/A      N/A     $28       $87       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD GLOBAL
   LEADERS HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $83    $124    $157     $252    $22     $68    $117     $252     $22       $69      $118       $252
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $85    $129    $165     $268    $23     $73    $125     $267     $24       $73      $125       $268
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $85    $130    $167     $273    $24     $74    $127     $272     $24       $75      $128       $273
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $87    $135    $175     $288    $25     $79    $135     $288     $26       $79      $136       $288
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD GLOBAL
   TECHNOLOGY
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $86    $131     N/A      N/A    $24     $75     N/A      N/A     $25       $76       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $87    $136     N/A      N/A    $26     $80     N/A      N/A     $26       $81       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $88    $137     N/A      N/A    $26     $81     N/A      N/A     $27       $82       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $89    $142     N/A      N/A    $28     $86     N/A      N/A     $28       $87       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD GROWTH
   AND INCOME
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $83    $123    $155     $248    $21     $67    $115     $247     $22       $67      $115       $248
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $84    $128    $163     $264    $23     $71    $123     $263     $23       $72      $123       $264
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $85    $129    $165     $269    $23     $73    $125     $268     $24       $74      $126       $269
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $86    $133    $173     $284    $25     $78    $133     $283     $25       $78      $134       $284
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>


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


<TABLE>
<CAPTION>
                 If you Surrender your Contract: If you annuitize your Contract: If you do not Surrender your Contract:
 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 HIGH
   YIELD HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $82    $120    $150     $238    $20     $64    $110     $237     $21       $64      $110       $238
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $83    $125    $158     $253    $22     $68    $117     $253     $22       $69      $118       $253
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $84    $126    $160     $259    $22     $70    $120     $258     $23       $70      $121       $259
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $85    $131    $168     $274    $24     $74    $128     $273     $24       $75      $128       $274
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD INDEX
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $79    $112    $135     $207    $17     $55    $ 94     $206     $18       $55      $ 95       $207
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $80    $116    $143     $223    $19     $59    $102     $222     $19       $60      $103       $223
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $81    $118    $146     $228    $19     $61    $105     $227     $20       $61      $106       $228
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $82    $122    $153     $244    $21     $65    $113     $243     $21       $66      $113       $244
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   INTERNATIONAL
   ADVISERS HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $83    $124    $157     $251    $22     $68    $116     $251     $22       $68      $117       $251
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $85    $128    $164     $267    $23     $72    $124     $266     $24       $73      $125       $267
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $85    $130    $167     $272    $24     $74    $127     $271     $24       $74      $127       $272
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $87    $134    $174     $287    $25     $78    $134     $287     $26       $79      $135       $287
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   INTERNATIONAL
   OPPORTUNITIES
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $82    $122    $153     $244    $21     $65    $113     $243     $21       $66      $113       $244
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $84    $126    $161     $260    $22     $70    $120     $259     $23       $71      $121       $260
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $84    $128    $163     $265    $23     $72    $123     $264     $23       $72      $124       $265
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $86    $132    $171     $280    $24     $76    $131     $279     $25       $77      $131       $280
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD MIDCAP
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $82    $122    $154     $245    $21     $66    $113     $244     $22       $66      $114       $245
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $84    $127    $161     $261    $22     $70    $121     $260     $23       $71      $122       $261
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $84    $128    $164     $266    $23     $72    $124     $265     $24       $73      $124       $266
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $86    $133    $171     $281    $24     $77    $131     $280     $25       $77      $132       $281
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD MONEY
   MARKET HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $79    $113    $137     $211    $18     $56    $ 97     $210     $18       $56      $ 97       $211
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $81    $117    $145     $227    $19     $61    $104     $226     $20       $61      $105       $227
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $81    $119    $148     $232    $20     $62    $107     $232     $20       $63      $108       $232
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $83    $123    $155     $248    $21     $67    $115     $247     $22       $67      $115       $248
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   MORTGAGE
   SECURITIES
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $79    $113    $138     $212    $18     $56    $ 97     $211     $18       $57      $ 98       $212
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $81    $118    $146     $228    $19     $61    $105     $227     $20       $61      $106       $228
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $81    $119    $148     $233    $20     $62    $108     $233     $20       $63      $108       $233
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $83    $123    $156     $249    $21     $67    $115     $248     $22       $68      $116       $249
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD SMALL
   COMPANY HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $82    $122    $153     $244    $21     $65    $113     $243     $21       $66      $113       $244
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $84    $126    $161     $260    $22     $70    $120     $259     $23       $71      $121       $260
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $84    $128    $163     $265    $23     $72    $123     $264     $23       $72      $124       $265
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $86    $132    $171     $280    $24     $76    $131     $279     $25       $77      $131       $280
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD STOCK
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $79    $113    $138     $212    $18     $56    $ 97     $211     $18       $57      $ 98       $212
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $81    $118    $146     $228    $19     $61    $105     $227     $20       $61      $106       $228
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $81    $119    $148     $233    $20     $62    $108     $233     $20       $63      $108       $233
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $83    $123    $156     $249    $21     $67    $115     $248     $22       $68      $116       $249
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>


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


The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund
Sub-Accounts because as of December 31, 1999 the Sub-Accounts had not commenced
operations. No information is shown for the Earnings Protection Benefit because
as of December 31, 1999, the Earnings Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
BB&T GROWTH AND INCOME FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.332               $1.378
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.265               $1.264
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                21,984                  164
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 8, 1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1.451
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE JUNE 1, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.182               $1.281
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.422               $1.420
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                41,232                1,551
----------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.035               $1.084
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.070               $1.069
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,681                  707
----------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MAY 1, 1987)
Accumulation Unit Value at beginning of
  period                                      $4.712               $5.181
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $5.608               $5.602
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               152,272                1,107
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 1, 1995)
Accumulation Unit Value at beginning of
  period                                      $1.476               $1.576
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.796               $1.791
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                57,797                  391
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 2, 1990)
Accumulation Unit Value at beginning of
  period                                      $1.641               $1.806
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.267               $2.265
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               218,272                  449
----------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.371               $1.588
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.056               $2.054
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               118,306                1,455
----------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $1.716               $1.735
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.777               $1.776
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               213,832                1,061
----------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.211               $2.231
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.217               $2.214
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                69,555                  120
----------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 9, 1996)
Accumulation Unit Value at beginning of
  period                                      $1.374               $1.510
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.251               $2.248
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               107,808                  726
----------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $6.066               $6.715
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.176               $7.169
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               432,424                2,105
----------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
subtracted daily and is equal to an annual charge of 1.25% of your Contract
Value invested in the Funds.



ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.



EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
                                                                              13
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.


Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                           4/1/00         A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                       8/1/00        AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                   5/1/00        AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Contract will equal the total of the payments
you make to us.

THE FUNDS

BB&T Growth and Income Fund is a diversified investment portfolio of the
Variable Insurance Funds, a Massachusetts business trust which is registered as
a open-end management investment company. Branch Banking and Trust Company
serves as the investment adviser to the BB&T Growth and Income Fund.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

BB&T GROWTH AND INCOME FUND -- Seeks capital growth, current income or both.

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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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.
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

HARTFORD GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

- Arrange for the handling and tallying of proxies received from Contract
  Owners.

- Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

- Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.

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

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under your
contract. We may, in our sole discretion, establish new Funds. New Funds will be
made available to existing Contract Owners as we determine appropriate. We may
also close one or more Funds to additional Payments or transfers from existing
Sub-Accounts.

* "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>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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.

FIXED ACCUMULATION FEATURE
--------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to
<PAGE>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
the laws governing the investments of insurance company General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.

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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.
<PAGE>
18
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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.
<PAGE>
                                                                              19
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

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

We may assess a Contingent Deferred Sales Charge when you request a full or
partial Surrender. The Contingent Deferred
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20
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
Sales Charge is based on the amount you choose to Surrender and how long your
Premium Payments have been in the Contract. Each Premium Payment has its own
Contingent Deferred Sales Charge schedule. Premium Payments are Surrendered in
the order in which they were received. The longer you leave your Premium
Payments in the Contract, the lower the Contingent Deferred Sales Charge will be
when you Surrender. The amount assessed a Contingent Deferred Sales Charge will
not exceed your total Premium Payments.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings,
<PAGE>
                                                                              21
HARTFORD LIFE INSURANCE COMPANY
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then from Premium Payments held in your Contract for more than seven years and
then from Premium Payments invested for less than seven years. Only Premium
Payments invested for less than seven years are subject to a Contingent Deferred
Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

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

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

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

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

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

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account and the dollar amount for the Fixed Accumulation Feature for
each Beneficiary's portion of the proceeds.

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

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


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.

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


Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."


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

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.

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.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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SPOUSAL CONTRACT CONTINUATION -- If a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment, had the spouse elected to receive the Death Benefit as a
lump sum payment. Spousal Contract continuation will only apply one time for
each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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 . . .
<S>                           <C>                                  <C>
------------------------------------------------------------------------------------------------------
Contract Owner                There is a surviving joint Contract  The Annuitant is living or deceased
                              Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner and the Beneficiary
                              predeceases the Contract Owner
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         There is no named Contingent
                                                                   Annuitant
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         The Contingent Annuitant is living
------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .            THEN THE . . .
<S>                           <C>
----------------------------
Contract Owner                Joint Contract Owner receives the
                              Death Benefit.
----------------------------
Contract Owner                Designated Beneficiary receives the
                              Death Benefit.
----------------------------
Contract Owner                Contract Owner's estate receives
                              the Death Benefit.
----------------------------
Annuitant                     The Contract Owner becomes the
                              Contingent Annuitant and the
                              Contract continues.
----------------------------
Annuitant                     Contingent Annuitant becomes the
                              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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the
<PAGE>
                                                                              25
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
  Contract Value is under the minimum after the Surrender. If your Contract was
  issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

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

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.


If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.


Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?

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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or

- Decrease to 66.67%, or
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                                                                              27
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

- Decrease to 50%.

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

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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

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

- monthly,

- quarterly,

- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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
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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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.

Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

OTHER INFORMATION
--------------------------------------------------------------------------------

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
         1-800-862-7155 (Registered Representative)
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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 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
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HARTFORD LIFE INSURANCE COMPANY
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    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.


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


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

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

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

    f.  REQUIRED DISTRIBUTIONS.

  i. Death of Contract Owner or Primary Annuitant

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

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

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

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

 ii. Alternative Election to Satisfy Distribution Requirements

If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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
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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
34
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
                                                                              35
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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
<PAGE>
36
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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.



IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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.
<PAGE>
                                                                              37
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

(B) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

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

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
38
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>          <S>
$100,000     Premium Payment
$  5,000     Interest of 5%
--------
$105,000     Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>          <S>
$ 10,000     partial Surrender divided by
$108,000     Contract Value prior to Surrender equals
  .09259     multiplied by
$105,000     Interest Accumulation Value for a total of
             to be deducted from the Interest Accumulation Value
$  9,722     equals
$ 95,278     the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>          <S>
$100,000     Premium Payment
$  5,000     Interest of 5%
--------
$105,000     Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>          <S>
$ 10,000     partial Surrender divided by
$ 92,000     Contract Value prior to Surrender equals
  .10870     multiplied by
$105,000     Interest Accumulation Value for a total of
             to be deducted from the Interest Accumulation Value
$ 11,413     equals
$ 93,587     the New Interest Accumulation Value
</TABLE>

<PAGE>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for The BB&T Director variable
annuity 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
                           SERIES II OF BB&T DIRECTOR


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: Investment Product Services, P.O. Box 5085, Hartford,  Connecticut
06102-5085.





Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001




333-69485


<PAGE>

                                     -2-

                                TABLE OF CONTENTS
<TABLE>
<CAPTION>
SECTION                                                                     PAGE
-------                                                                     ----
<S>                                                                         <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY ............................  3

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

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

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

CALCULATION OF YIELD AND RETURN ...........................................  4

PERFORMANCE COMPARISONS ................................................... 10

FINANCIAL STATEMENTS .....................................................
</TABLE>

<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>
A.M. Best and Company, Inc.                        4/1/00               A+        Financial performance
------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/00               AA        Insurer financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
Fitch                                              5/1/00               AA+       Financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
</TABLE>




These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.




                              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.  HSD is an affiliate of Hartford.  Both HSD and Hartford are
ultimately controlled by The Hartford  Financial  Services Group, Inc. The
principal  business address of HSD is the same as that of Hartford.


<PAGE>

                                     -4-

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

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

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

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

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1999: $159,553,734; 1998: $61,629,500, and 1997: $64,851,026. HSD has
retained none of these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

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

A MONEY MARKET 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.

   YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                            YIELD                            EFFECTIVE YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>
Hartford Money Market HLS Fund                         4.09%                                 4.18%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest earned during the period by the maximum offering price per unit
on the last day of the period, according to the

<PAGE>

                                     -6-

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.

             YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------
SUB-ACCOUNT                                                    YIELD
--------------------------------------------------------------------------------------
<S>                                                          <C>
Hartford Bond HLS Fund                                         5.69%
--------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                   8.30%
--------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                          5.51%
--------------------------------------------------------------------------------------
</TABLE>

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

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not been elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.


The following are the standardized average annual total return quotations for
the Sub-

<PAGE>

                                     -7-

Accounts. There is no information for Hartford Global Health HLS Fund and
Hartford Global Technology HLS Fund Sub-Accounts, because as of December 31,
1999 the Sub-Accounts had not commenced operations.


<PAGE>

                                     -8-


    STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                SEPARATE ACCOUNT                                                  SINCE INCEPTION
SUB-ACCOUNT                      INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR     OF SEPARATE ACCOUNT
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>             <C>             <C>          <C>
BB&T Growth and Income Fund         6/5/97         -15.04%          N/A              N/A              4.41%
-------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          6/2/86          -0.79%         16.68%          10.63%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86         -13.23%          3.03%           3.73%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86          25.75%         20.95%          16.33%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          -5.99%         18.18%            N/A             15.15%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98         38.51%           N/A             N/A             61.69%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98         10.32%           N/A             N/A             17.78%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         -6.60%           N/A             N/A             -4.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87           9.00%         23.93%          13.72%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95          11.63%           N/A             N/A              9.66%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90          28.12%         10.72%            N/A              6.02%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97         39.92%           N/A             N/A             29.75%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/2/86          -6.41%          0.27%           1.09%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86          -9.74%          2.89%           3.44%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96          53.78%           N/A             N/A             23.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86           8.30%         24.60%          14.16%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.

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

<PAGE>

                                     -9-

The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts, because as of December
31, 1999 the Sub-Accounts had not commenced operations.

  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
                THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                FUND INCEPTION    1 YEAR          5 YEAR         10 YEAR       SINCE INCEPTION
SUB-ACCOUNT                          DATE                                                          OF FUND
-------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>             <C>          <C>            <C>
BB&T Growth and Income Fund         6/5/97         -5.04%           N/A              N/A              9.57%
-------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%          12.57%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%           6.34%           6.07%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%          18.28%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%            N/A             17.61%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        48.51%           N/A              N/A             70.84%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        20.32%           N/A              N/A             24.75%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%           N/A              N/A              5.57%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%          15.98%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%           N/A              N/A             12.86%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%            N/A              8.99%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%           N/A              N/A             34.65%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         3.59%           3.98%           3.80%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%           6.25%           5.77%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         63.78%           N/A              N/A             26.99%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%          16.42%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.

<PAGE>

                                     -10-

                             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
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

<PAGE>

                                     -11-

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 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>
AMSOUTH 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)      [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
II of AmSouth variable annuity. Please read it carefully.

AmSouth 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 Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- AMSOUTH EQUITY INCOME FUND SUB-ACCOUNT which purchases shares of the AmSouth
  Equity Income Fund of the Variable Insurance Funds

- AMSOUTH SELECT EQUITY FUND SUB-ACCOUNT which purchases shares of the AmSouth
  Select Equity Fund of the Variable Insurance Funds

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   12
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 13
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            13
--------------------------------------------------------------------------------
  The Separate Account                                                       14
--------------------------------------------------------------------------------
  The Funds                                                                  14
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              16
--------------------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURE                                               17
--------------------------------------------------------------------------------
THE CONTRACT                                                                 18
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               18
--------------------------------------------------------------------------------
  Charges and Fees                                                           20
--------------------------------------------------------------------------------
  Death Benefit                                                              22
--------------------------------------------------------------------------------
  Surrenders                                                                 25
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              27
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     29
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            30
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  30
--------------------------------------------------------------------------------
  More Information                                                           30
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   31
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     35
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           36
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           39
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

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

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                               None
---------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                      7%
---------------------------------------------------------
    Second Year                                         6%
---------------------------------------------------------
    Third Year                                          6%
---------------------------------------------------------
    Fourth Year                                         5%
---------------------------------------------------------
    Fifth Year                                          4%
---------------------------------------------------------
    Sixth Year                                          3%
---------------------------------------------------------
    Seventh Year                                        2%
---------------------------------------------------------
    Eighth Year                                         0%
---------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                            $30
---------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
    Mortality and Expense Risk Charge                1.25%
---------------------------------------------------------
    Total Separate Account Annual Expenses           1.25%
---------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                    0.15%
    Earnings Protection Benefit Charge               0.20%
    Total Separate Account Annual Expenses with
     all optional charges                            1.60%
---------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (as a percentage of net assets)

<TABLE>
<CAPTION>
                                                                                 TOTAL FUND
                                                                                  OPERATING
                                                                                  EXPENSES
                                                              OTHER EXPENSES   (INCLUDING ANY
                                         MANAGEMENT FEES      (INCLUDING ANY   WAIVERS AND ANY
                                     (INCLUDING ANY WAIVERS)  REIMBURSEMENTS)  REIMBURSEMENTS)
<S>                                  <C>                      <C>              <C>
----------------------------------------------------------------------------------------------
AmSouth Equity Income Fund (1)                 0.60%               0.77%            1.37%
----------------------------------------------------------------------------------------------
AmSouth Select Equity Fund (1)                 0.80%               2.70%            3.50%
----------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                     0.63%               0.02%            0.65%
----------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                         0.49%               0.03%            0.52%
----------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS
  Fund                                         0.64%               0.02%            0.66%
----------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS
  Fund                                         0.65%               0.03%            0.68%
----------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (2)            0.85%               0.25%            1.10%
----------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund               0.74%               0.12%            0.86%
----------------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund
  (2)                                          0.85%               0.25%            1.10%
----------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund            0.78%               0.04%            0.82%
----------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                   0.66%               0.06%            0.72%
----------------------------------------------------------------------------------------------
Hartford Index HLS Fund                        0.40%               0.03%            0.43%
----------------------------------------------------------------------------------------------
Hartford International Advisers HLS
  Fund                                         0.76%               0.09%            0.85%
----------------------------------------------------------------------------------------------
Hartford International
  Opportunities HLS Fund                       0.69%               0.09%            0.78%
----------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                       0.76%               0.03%            0.79%
----------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                 0.45%               0.02%            0.47%
----------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS
  Fund                                         0.45%               0.03%            0.48%
----------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                0.75%               0.03%            0.78%
----------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                        0.46%               0.02%            0.48%
----------------------------------------------------------------------------------------------
</TABLE>

(1) Each of the adviser and the administrator has agreed to temporarily waive a
    portion of its fees, and the adviser has undertaken to reimburse certain
    expenses for the AmSouth Equity Income Fund and the AmSouth Select Equity
    Fund. Including this waiver, the Management Fee and the Total Fund Operating
    Expenses would be:

<TABLE>
<CAPTION>
                                                                 TOTAL FUND
                                                        OTHER    OPERATING
                                     MANAGEMENT FEES  EXPENSES    EXPENSES
<S>                                  <C>              <C>        <C>
---------------------------------------------------------------------------
AmSouth Equity Income Fund                   0.51%      0.74%       1.25%
---------------------------------------------------------------------------
AmSouth Select Equity Fund                   0.70%      0.55%       1.25%
---------------------------------------------------------------------------
</TABLE>

(2) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

EXAMPLE




YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.



<TABLE>
<CAPTION>
                 If you Surrender your Contract: If you annuitize your Contract: If you do not Surrender your Contract:
 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>
 -----------------------------------------------------------------------------------------------------------------------
 AMSOUTH EQUITY
   INCOME FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $87    $136    $177     $292    $26     $80    $137     $292     $26       $81      $138       $292
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $89    $140    $184     $307    $27     $85    $145     $307     $28       $85      $145       $307
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $89    $142    $186     $312    $28     $86    $147     $311     $28       $87      $148       $312
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $91    $146    $194     $327    $29     $91    $155     $326     $30       $91      $155       $327
 -----------------------------------------------------------------------------------------------------------------------
 AMSOUTH SELECT
   EQUITY FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $87    $136    $177     $292    $26     $80    $137     $292     $26       $81      $138       $292
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $89    $140    $184     $307    $27     $85    $145     $307     $28       $85      $145       $307
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $89    $142    $186     $312    $28     $86    $147     $311     $28       $87      $148       $312
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $91    $146    $194     $327    $29     $91    $155     $326     $30       $91      $155       $327
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   ADVISERS HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $81    $118    $147     $230    $19     $61    $106     $229     $20       $62      $107       $230
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $83    $123    $154     $246    $21     $66    $114     $245     $22       $67      $114       $246
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $83    $124    $157     $251    $22     $68    $116     $251     $22       $68      $117       $251
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $85    $128    $164     $267    $23     $72    $124     $266     $24       $73      $125       $267
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD BOND
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $80    $114    $140     $216    $18     $57    $ 99     $215     $19       $58      $100       $216
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $81    $119    $148     $232    $20     $62    $107     $232     $20       $63      $108       $232
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $82    $120    $150     $238    $20     $64    $110     $237     $21       $64      $110       $238
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $83    $125    $158     $253    $22     $68    $117     $253     $22       $69      $118       $253
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   CAPITAL
   APPRECIATION
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $81    $118    $147     $231    $20     $62    $106     $230     $20       $62      $107       $231
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $83    $123    $155     $247    $21     $66    $114     $246     $22       $67      $115       $247
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $83    $124    $157     $252    $22     $68    $117     $252     $22       $69      $118       $252
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $85    $129    $165     $268    $23     $73    $125     $267     $24       $73      $125       $268
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   DIVIDEND AND
   GROWTH HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $81    $119    $148     $233    $20     $62    $108     $233     $20       $63      $108       $233
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $83    $123    $156     $249    $21     $67    $115     $248     $22       $68      $116       $249
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $83    $125    $158     $254    $22     $69    $118     $254     $22       $69      $119       $254
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $85    $129    $166     $270    $23     $73    $126     $269     $24       $74      $126       $270
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD GLOBAL
   HEALTH HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $86    $131     N/A      N/A    $24     $75     N/A      N/A     $25       $76       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $87    $136     N/A      N/A    $26     $80     N/A      N/A     $26       $81       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $88    $137     N/A      N/A    $26     $81     N/A      N/A     $27       $82       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $89    $142     N/A      N/A    $28     $86     N/A      N/A     $28       $87       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD GLOBAL
   LEADERS HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $83    $124    $157     $252    $22     $68    $117     $252     $22       $69      $118       $252
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $85    $129    $165     $268    $23     $73    $125     $267     $24       $73      $125       $268
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $85    $130    $167     $273    $24     $74    $127     $272     $24       $75      $128       $273
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $87    $135    $175     $288    $25     $79    $135     $288     $26       $79      $136       $288
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD GLOBAL
   TECHNOLOGY
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $86    $131     N/A      N/A    $24     $75     N/A      N/A     $25       $76       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $87    $136     N/A      N/A    $26     $80     N/A      N/A     $26       $81       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $88    $137     N/A      N/A    $26     $81     N/A      N/A     $27       $82       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $89    $142     N/A      N/A    $28     $86     N/A      N/A     $28       $87       N/A        N/A
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>


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


<TABLE>
<CAPTION>
                 If you Surrender your Contract: If you annuitize your Contract: If you do not Surrender your Contract:
 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 GROWTH
   AND INCOME
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $83    $123    $155     $248    $21     $67    $115     $247     $22       $67      $115       $248
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $84    $128    $163     $264    $23     $71    $123     $263     $23       $72      $123       $264
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $85    $129    $165     $269    $23     $73    $125     $268     $24       $74      $126       $269
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $86    $133    $173     $284    $25     $78    $133     $283     $25       $78      $134       $284
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD HIGH
   YIELD HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $82    $120    $150     $238    $20     $64    $110     $237     $21       $64      $110       $238
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $83    $125    $158     $253    $22     $68    $117     $253     $22       $69      $118       $253
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $84    $126    $160     $259    $22     $70    $120     $258     $23       $70      $121       $259
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $85    $131    $168     $274    $24     $74    $128     $273     $24       $75      $128       $274
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD INDEX
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $79    $112    $135     $207    $17     $55    $ 94     $206     $18       $55      $ 95       $207
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $80    $116    $143     $223    $19     $59    $102     $222     $19       $60      $103       $223
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $81    $118    $146     $228    $19     $61    $105     $227     $20       $61      $106       $228
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $82    $122    $153     $244    $21     $65    $113     $243     $21       $66      $113       $244
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   INTERNATIONAL
   ADVISERS HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $83    $124    $157     $251    $22     $68    $116     $251     $22       $68      $117       $251
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $85    $128    $164     $267    $23     $72    $124     $266     $24       $73      $125       $267
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $85    $130    $167     $272    $24     $74    $127     $271     $24       $74      $127       $272
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $87    $134    $174     $287    $25     $78    $134     $287     $26       $79      $135       $287
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   INTERNATIONAL
   OPPORTUNITIES
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $82    $122    $153     $244    $21     $65    $113     $243     $21       $66      $113       $244
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $84    $126    $161     $260    $22     $70    $120     $259     $23       $71      $121       $260
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $84    $128    $163     $265    $23     $72    $123     $264     $23       $72      $124       $265
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $86    $132    $171     $280    $24     $76    $131     $279     $25       $77      $131       $280
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD MIDCAP
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $82    $122    $154     $245    $21     $66    $113     $244     $22       $66      $114       $245
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $84    $127    $161     $261    $22     $70    $121     $260     $23       $71      $122       $261
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $84    $128    $164     $266    $23     $72    $124     $265     $24       $73      $124       $266
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $86    $133    $171     $281    $24     $77    $131     $280     $25       $77      $132       $281
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD MONEY
   MARKET HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $79    $113    $137     $211    $18     $56    $ 97     $210     $18       $56      $ 97       $211
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $81    $117    $145     $227    $19     $61    $104     $226     $20       $61      $105       $227
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $81    $119    $148     $232    $20     $62    $107     $232     $20       $63      $108       $232
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $83    $123    $155     $248    $21     $67    $115     $247     $22       $67      $115       $248
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD
   MORTGAGE
   SECURITIES
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $79    $113    $138     $212    $18     $56    $ 97     $211     $18       $57      $ 98       $212
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $81    $118    $146     $228    $19     $61    $105     $227     $20       $61      $106       $228
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $81    $119    $148     $233    $20     $62    $108     $233     $20       $63      $108       $233
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $83    $123    $156     $249    $21     $67    $115     $248     $22       $68      $116       $249
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD SMALL
   COMPANY HLS
   FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $82    $122    $153     $244    $21     $65    $113     $243     $21       $66      $113       $244
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $84    $126    $161     $260    $22     $70    $120     $259     $23       $71      $121       $260
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $84    $128    $163     $265    $23     $72    $123     $264     $23       $72      $124       $265
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $86    $132    $171     $280    $24     $76    $131     $279     $25       $77      $131       $280
 -----------------------------------------------------------------------------------------------------------------------
 HARTFORD STOCK
   HLS FUND
 -----------------------------------------------------------------------------------------------------------------------
   Without any
     optional
     benefits     $79    $113    $138     $212    $18     $56    $ 97     $211     $18       $57      $ 98       $212
 -----------------------------------------------------------------------------------------------------------------------
   With Optional
     Death
     Benefit      $81    $118    $146     $228    $19     $61    $105     $227     $20       $61      $106       $228
 -----------------------------------------------------------------------------------------------------------------------
   With Earnings
     Protection
     Benefit      $81    $119    $148     $233    $20     $62    $108     $233     $20       $63      $108       $233
 -----------------------------------------------------------------------------------------------------------------------
   With both
     optional
     benefits     $83    $123    $156     $249    $21     $67    $115     $248     $22       $68      $116       $249
 -----------------------------------------------------------------------------------------------------------------------
</TABLE>


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

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund
Sub-Accounts because as of December 31, 1999 the Sub-Accounts had not commenced
operations. No information is shown for the Earnings Protection Benefit because
as of December 31, 1999, the Earnings Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
AMSOUTH EQUITY INCOME FUND SUB-ACCOUNT
  (INCEPTION DATE OCTOBER 23, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.136               $1.221
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.402               $1.400
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                24,604                  868
----------------------------------------------------------------------------------
AMSOUTH SELECT EQUITY FUND SUB-ACCOUNT
Accumulation unit value at beginning of
  period                                      $1.000               $1.000
----------------------------------------------------------------------------------
Accumulation unit value at end of period      $0.848               $0.847
----------------------------------------------------------------------------------
Number accumulation units outstanding at
  end of period (in thousands)                 2,707                  214
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 8, 1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1.451
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE JUNE 1, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.182               $1.281
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.422               $1.420
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                41,232                1,551
----------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.035               $1.084
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.070               $1.069
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,681                  707
----------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MAY 1, 1987)
Accumulation Unit Value at beginning of
  period                                      $4.712               $5.181
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $5.608               $5.602
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               152,272                1,107
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 1,1995)
Accumulation Unit Value at beginning of
  period                                      $1.476               $1.576
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.796               $1.794
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                57,797                  391
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 2, 1990)
Accumulation Unit Value at beginning of
  period                                      $1.641               $1.806
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.267               $2.265
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               218,272                  449
----------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.371               $1.588
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.056               $2.054
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               118,306                1,455
----------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $1.716               $1.735
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.777               $1.776
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               213,832                1,061
----------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.211               $2.231
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.217               $2.214
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                69,555                  120
----------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 9, 1996)
Accumulation Unit Value at beginning of
  period                                      $1.374               $1.510
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.251               $2.248
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               107,808                  726
----------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $6.066               $6.715
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.176               $7.169
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               432,424                2,105
----------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
                                                                              13
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.


Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                            4/1/00        A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                        8/1/00       AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                    5/1/00       AA+   Financial strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Contract will equal the total of the payments
you make to us.

THE FUNDS

AmSouth Bank serves as the investment adviser to the AmSouth Equity Income Fund
and AmSouth Select Equity Fund, which are diversified investment portfolios of
the Variable Insurance Funds, a Massachusetts business trust that is registered
as an open-end management investment company. Rockhaven Asset Management, LLC
serves as sub-investment adviser to the AmSouth Equity Income Fund. Oakbrook
Investments, LLC serves as the investment sub-adviser of AmSouth Select Equity
Fund.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

AMSOUTH EQUITY INCOME FUND -- Seeks to provide above-average income and capital
appreciation. The Fund pursues this goal by primarily investing in
income-producing equity securities. Sub-advised by Rockhaven Asset Management
LLC.

AMSOUTH SELECT EQUITY FUND -- Seeks to provide long-term growth of capital by
investing primarily in common stocks and securities convertible into common
stocks, such as convertible bonds and convertible preferred stocks. Sub-advised
by Oakbrook Investments, LLC.

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." 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.
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

HARTFORD GLOBAL HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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.-Registered Trademark-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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

- Arrange for the handling and tallying of proxies received from Contract
  Owners.

- Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

- Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.

If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted.

* "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>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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.
<PAGE>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

FIXED ACCUMULATION FEATURE

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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
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HARTFORD LIFE INSURANCE COMPANY
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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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

We will send you a confirmation when we process your transfer. You are
responsible for verifying transfer confirmations and
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                                                 HARTFORD LIFE INSURANCE COMPANY
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promptly advising us of any errors within 30 days of receiving the confirmation.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

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

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

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT - During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the
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HARTFORD LIFE INSURANCE COMPANY
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  proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 701/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

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

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

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

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

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

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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
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                                                 HARTFORD LIFE INSURANCE COMPANY
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Contracts. We also reserve the right to waive the Annual Maintenance Fee under
certain other conditions.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

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

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

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and

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HARTFORD LIFE INSURANCE COMPANY
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New York. You cannot elect the Earnings Protection Benefit if you or your
Annuitant is age 76 or older. Once you elect the Earnings Protection Benefit,
you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

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


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.

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


Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.

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


For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."


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

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.

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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment, had the spouse elected to receive the Death Benefit as a
lump sum payment. Spousal Contract continuation will only apply one time for
each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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

IF DEATH OCCURS BEFORE THE ANNUITY COMMENCEMENT DATE:
<TABLE>
<CAPTION>
IF THE DECEASED IS THE . . .               AND . . .                            AND . . .
<S>                           <C>                                  <C>
------------------------------------------------------------------------------------------------------
Contract Owner                There is a surviving joint Contract  The Annuitant is living or deceased
                              Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner and the Beneficiary
                              predeceases the Contract Owner
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         There is no named Contingent
                                                                   Annuitant
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         The Contingent Annuitant is living
------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .            THEN THE . . .
<S>                           <C>
----------------------------
Contract Owner                Joint Contract Owner receives the
                              Death Benefit.
----------------------------
Contract Owner                Designated Beneficiary receives the
                              Death Benefit.
----------------------------
Contract Owner                Contract Owner's estate receives
                              the Death Benefit.
----------------------------
Annuitant                     The Contract Owner becomes the
                              Contingent Annuitant and the
                              Contract continues.
----------------------------
Annuitant                     Contingent Annuitant becomes the
                              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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

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

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout
<PAGE>
26
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
and you must make the Surrender request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.


If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.


Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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 QUALIFIED TAX ADVISER BEFORE MAKING ANY
SURRENDERS. PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE
INFORMATION.
<PAGE>
                                                                              27
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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:

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

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

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 may continue Annuity Payouts
<PAGE>
28
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
for the remainder of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

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

- monthly,

- quarterly,

- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.

Level variable-dollar 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.
<PAGE>
                                                                              29
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

5. DO YOU WANT ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
         1-800-862-7155 (Registered Representative)
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HARTFORD LIFE INSURANCE COMPANY
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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 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
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32
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
    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.


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


    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).
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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    5. Distributions of amounts which are allocable to the "investment in the
       contract" prior to August 14, 1982 (see next subparagraph e.).

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

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

    f.  REQUIRED DISTRIBUTIONS.

  i. Death of Contract Owner or Primary Annuitant

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

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

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

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

 ii. Alternative Election to Satisfy Distribution Requirements

If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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
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34
                                                 HARTFORD LIFE INSURANCE COMPANY
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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

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36
                                                 HARTFORD LIFE INSURANCE COMPANY
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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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
<PAGE>
                                                                              37
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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.


IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualifed tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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.
<PAGE>
38
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

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

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$108,000  Contract Value prior to Surrender equals
 .09259   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$ 9,722   Value equals
$95,278   the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$92,000   Contract Value prior to Surrender equals
 .10870   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$11,413   Value equals
$93,587   the New Interest Accumulation Value
</TABLE>

<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1



Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
                                                                              41
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2



Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equal $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

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

                     SECTION 403(B)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for AmSouth variable annuity
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
                      SERIES II OF AMSOUTH VARIABLE ANNUITY


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

To obtain a prospectus, send a written request to Hartford Life Insurance
Company Attn: Investment Product Services, P.O. Box 5085, Hartford,
Connecticut  06102-5085.


Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001




333-69485


<PAGE>

                                     -2-

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                           PAGE
-------                                                                           ----
<S>                                                                              <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY ..................................   3

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

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

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

CALCULATION OF YIELD AND RETURN .................................................   4

PERFORMANCE COMPARISONS .........................................................  10

FINANCIAL STATEMENTS ............................................................
</TABLE>

<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.                        4/1/00               A+        Financial performance
------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/00               AA        Insurer financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
Fitch                                              5/1/00               AA+       Financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
</TABLE>



These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.



                              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.  HSD is an affiliate of Hartford.  Both HSD and Hartford are
ultimately controlled by The Hartford  Financial  Services Group, Inc. The
principal  business address of HSD is the same as that of Hartford.

<PAGE>

                                     -4-

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

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

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

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

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1999: $159,553,734; 1998: $61,629,500, and 1997: $64,851,026. HSD has
retained none of these commissions

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

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

A MONEY MARKET 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.

  YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999.

<TABLE>
----------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                     YIELD                   EFFECTIVE YIELD
----------------------------------------------------------------------------------------------------
<S>                                            <C>                        <C>
Hartford Money Market HLS Fund                  4.09%                        4.18%
----------------------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest earned during the period by the maximum offering price per unit
on the last day of the period, according to the

<PAGE>

                                     -6-

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.

           YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999.

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

SUB-ACCOUNT                                                             YIELD
-------------------------------------------------------------------------------------
<S>                                                                    <C>
Hartford Bond HLS Fund                                                  5.69%
-------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                            8.30%
-------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                   5.51%
-------------------------------------------------------------------------------------
</TABLE>

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

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not been elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.


The following are the standardized average annual total return quotations for
the Sub-

<PAGE>

                                     -7-

Accounts. There is no information for Hartford Global Health HLS Fund and
Hartford Global Technology HLS Fund Sub-Accounts, because as of December 31,
1999 the Sub-Accounts had not commenced operations.

<PAGE>

                                     -8-


    STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                               SEPARATE ACCOUNT                                                  SINCE INCEPTION
          SUB-ACCOUNT           INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR     OF SEPARATE ACCOUNT
--------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>             <C>          <C>
AmSouth Equity Income Fund         10/23/97        13.45%           N/A              N/A              11.60%
--------------------------------------------------------------------------------------------------------------------
AmSouth Select Equity Fund          5/3/99           N/A            N/A              N/A             -25.22%
--------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%          10.63%              N/A
--------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86        -13.23%           3.03%           3.73%              N/A
--------------------------------------------------------------------------------------------------------------------
HartfordCapital Appreciation        6/2/86         25.75%          20.95%          16.33%              N/A
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%            N/A              15.15%
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        38.51%           N/A              N/A              61.69%
--------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        10.32%           N/A              N/A              17.78%
Fund
--------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%           N/A              N/A              -4.06%
--------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%          13.72%              N/A
--------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%           N/A              N/A               9.66%
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%            N/A               6.02%
Opportunities HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%           N/A              N/A              29.75%
--------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/2/86         -6.41%           0.27%           1.09%              N/A
--------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%           2.89%           3.44%              N/A
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         53.78%           N/A              N/A              23.06%
--------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%          14.16%              N/A
--------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.


In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund 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

<PAGE>

                                     -9-

return described above, except that the contingent deferred sales charge and
the Annual Maintenance Fee are not deducted. Therefore, non-standardized
total return for a Sub-Account is higher than standardized total return for a
Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts, because as of December
31, 1999 the Sub-Accounts had not commenced operations.

  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
              THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                                FUND INCEPTION                                                    SINCE INCEPTION
          SUB-ACCOUNT                DATE          1 YEAR          5 YEAR          10 YEAR            OF FUND
--------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>             <C>              <C>             <C>
AmSouth Equity Income Fund         10/23/97        23.45%           N/A              N/A              16.68%
--------------------------------------------------------------------------------------------------------------------
AmSouth Select Equity Fund          5/3/99           N/A            N/A              N/A             -15.22%
--------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%          12.57%              N/A
--------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%           6.34%           6.07%              N/A
--------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%          18.28%              N/A
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%            N/A              17.61%
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        48.51%           N/A              N/A              70.84%
--------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        20.32%           N/A              N/A              24.75%
Fund
--------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%           N/A              N/A               5.57%
--------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%          15.98%              N/A
--------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%           N/A              N/A              12.86%
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%            N/A               8.99%
Opportunities HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%           N/A              N/A              34.65%
--------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         3.59%           3.98%           3.80%              N/A
--------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%           6.25%           5.77%              N/A
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         63.78%           N/A              N/A              26.99%
--------------------------------------------------------------------------------------------------------------------

<PAGE>

                                     -10-

--------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%          16.42%              N/A
--------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.

                             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
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.

<PAGE>

                                     -11-

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 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>
THE DIRECTOR SELECT
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)      [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
II of The Director Select variable annuity. Please read it carefully.

The Director Select 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 Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- EVERGREEN VA CAPITAL GROWTH FUND SUB-ACCOUNT which purchases shares of
  Evergreen VA Capital Growth Fund of the Evergreen Variable Annuity Trust.

- EVERGREEN VA FOUNDATION FUND SUB-ACCOUNT which purchases shares of Evergreen
  VA Foundation Fund of the Evergreen Variable Annuity Trust.

- EVERGREEN VA GROWTH FUND SUB-ACCOUNT which purchases shares of Evergreen VA
  Growth Fund of the Evergreen Variable Annuity Trust.

- EVERGREEN VA OMEGA FUND SUB-ACCOUNT which purchases shares of Evergreen VA
  Omega Fund of Evergreen Variable Annuity Trust.

- EVERGREEN VA PERPETUAL INTERNATIONAL FUND SUB-ACCOUNT which purchases shares
  of Evergreen VA Perpetual International Fund of Evergreen Variable Annuity
  Trust.

- EVERGREEN VA SPECIAL EQUITY FUND SUB-ACCOUNT which purchases shares of
  Evergreen VA Special Equity Fund of Evergreen Variable Annuity Trust.

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology HLS Fund of Hartford Series Fund, Inc.
<PAGE>
- HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Growth and Income HLS Fund of Hartford Series Fund, Inc.

- HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford High Yield HLS Fund of Hartford Series Fund, Inc.

- HARTFORD INDEX HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Index HLS Fund, Inc.

- HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford International Advisers HLS Fund, Inc.

- HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT which purchases
  shares of Class IA of Hartford International Opportunities HLS Fund, Inc.

- HARTFORD MIDCAP HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford MidCap HLS Fund, Inc.

- HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Money Market HLS Fund, Inc.

- HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT that purchases shares of
  Class IA of Hartford Mortgage Securities HLS Fund, Inc.

- HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Small Company HLS Fund, Inc.

- HARTFORD STOCK HLS FUND SUB-ACCOUNT which purchases shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   13
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 14
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            14
--------------------------------------------------------------------------------
  The Separate Account                                                       15
--------------------------------------------------------------------------------
  The Funds                                                                  15
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              17
--------------------------------------------------------------------------------
FIXED ACCUMULATION FEATURE                                                   18
--------------------------------------------------------------------------------
THE CONTRACT                                                                 19
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               19
--------------------------------------------------------------------------------
  Charges and Fees                                                           21
--------------------------------------------------------------------------------
  Death Benefit                                                              23
--------------------------------------------------------------------------------
  Surrenders                                                                 25
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              27
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     29
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            30
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  30
--------------------------------------------------------------------------------
  More Information                                                           30
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   31
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     35
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           36
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           39
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

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

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                               None
---------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                      7%
---------------------------------------------------------
    Second Year                                         6%
---------------------------------------------------------
    Third Year                                          6%
---------------------------------------------------------
    Fourth Year                                         5%
---------------------------------------------------------
    Fifth Year                                          4%
---------------------------------------------------------
    Sixth Year                                          3%
---------------------------------------------------------
    Seventh Year                                        2%
---------------------------------------------------------
    Eighth Year                                         0%
---------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                            $30
---------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
---------------------------------------------------------
    Mortality and Expense Risk Charge                1.25%
---------------------------------------------------------
    Total Separate Account Annual Expenses           1.25%
---------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                    0.15%
---------------------------------------------------------
    Earnings Protection Benefit Charge               0.20%
---------------------------------------------------------
    Total Separate Account Annual Expenses with
     all optional charges                            1.60%
---------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (As a percentage of net assets)

<TABLE>
<CAPTION>
                                                                                 TOTAL FUND
                                                                                  OPERATING
                                                                   OTHER          EXPENSES
                                                                 EXPENSES      (INCLUDING ANY
                                         MANAGEMENT FEES      (INCLUDING ANY   WAIVERS AND ANY
                                     (INCLUDING ANY WAIVERS)  REIMBURSEMENTS)  REIMBURSEMENTS)
<S>                                  <C>                      <C>              <C>
----------------------------------------------------------------------------------------------
Evergreen VA Capital Growth Fund               0.80%               0.38%            1.18%
----------------------------------------------------------------------------------------------
Evergreen VA Foundation Fund                   0.83%               0.12%            0.95%
----------------------------------------------------------------------------------------------
Evergreen VA Growth Fund                       0.70%               0.63%            1.33%
----------------------------------------------------------------------------------------------
Evergreen VA Omega Fund                        0.60%               0.36%            0.96%
----------------------------------------------------------------------------------------------
Evergreen VA Perpetual
  International Fund                           1.00%               0.96%            1.96%
----------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund
  (1)                                          0.90%               2.35%            3.25%
----------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                     0.63%               0.02%            0.65%
----------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                         0.49%               0.03%            0.52%
----------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS
  Fund                                         0.64%               0.02%            0.66%
----------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS
  Fund                                         0.65%               0.03%            0.68%
----------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (2)            0.85%               0.25%            1.10%
----------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund               0.74%               0.12%            0.86%
----------------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund
  (2)                                          0.85%               0.25%            1.10%
----------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund            0.78%               0.04%            0.82%
----------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                   0.66%               0.06%            0.72%
----------------------------------------------------------------------------------------------
Hartford Index HLS Fund                        0.40%               0.03%            0.43%
----------------------------------------------------------------------------------------------
Hartford International Advisers HLS
  Fund                                         0.76%               0.09%            0.85%
----------------------------------------------------------------------------------------------
Hartford International
  Opportunities HLS Fund                       0.69%               0.09%            0.78%
----------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                       0.76%               0.03%            0.79%
----------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                 0.45%               0.02%            0.47%
----------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS
  Fund                                         0.45%               0.03%            0.48%
----------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                0.75%               0.03%            0.78%
----------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                        0.46%               0.02%            0.48%
----------------------------------------------------------------------------------------------
</TABLE>

(1) The Evergreen VA Special Equity Fund inception date is September 30, 1999.
    Expenses are based on annualized estimates for the current fiscal year. The
    investment advisor voluntarily waived investment advisory fees in the amount
    of 1.36% of assets under management. In addition, the investment advisor
    voluntarily reimbursed 1.32% of average assets under management for the
    period ending December 31, 1999. Including these waivers and reimbursements,
    total fund operating expenses would have been:

<TABLE>
<CAPTION>
                                                                TOTAL FUND
                                                       OTHER    OPERATING
                                     MANAGEMENT FEES  EXPENSES   EXPENSES
<S>                                  <C>              <C>       <C>
--------------------------------------------------------------------------
Evergreen VA Special Equity Fund          0.00%         1.03%      1.03%
--------------------------------------------------------------------------
</TABLE>

(2) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE



YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                             If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
--------------------------------------------------------------------------------------------------

EVERGREEN VA CAPITAL
  GROWTH FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 86     $134     $173      $285     $25     $ 78     $133      $284
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 88     $138     $180      $300     $26     $ 82     $141      $300
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 88     $140     $183      $305     $27     $ 84     $144      $305
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 90     $144     $190      $320     $28     $ 89     $151      $319
--------------------------------------------------------------------------------------------------

EVERGREEN VA FOUNDATION
  FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 84     $127     $162      $262     $23     $ 71     $122      $261
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 86     $131     $169      $277     $24     $ 75     $129      $276
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 86     $133     $172      $282     $25     $ 77     $132      $281
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 88     $137     $179      $297     $26     $ 81     $139      $297
--------------------------------------------------------------------------------------------------

EVERGREEN VA GROWTH FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 88     $138     $180      $300     $26     $ 82     $141      $300
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 89     $143     $188      $315     $28     $ 87     $149      $314
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 90     $144     $190      $320     $28     $ 89     $151      $319
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 92     $148     $197      $335     $30     $ 93     $159      $334
--------------------------------------------------------------------------------------------------

EVERGREEN VA OMEGA FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 84     $127     $162      $263     $23     $ 71     $122      $262
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 86     $132     $170      $278     $24     $ 76     $130      $277
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 86     $133     $172      $283     $25     $ 77     $132      $282
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 88     $138     $179      $298     $26     $ 82     $140      $298
--------------------------------------------------------------------------------------------------

EVERGREEN VA PERPETUAL
  INTERNATIONAL FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 94     $157     $211      $361     $33     $102     $173      $360
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 96     $161     $218      $375     $34     $106     $180      $374
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 96     $162     $220      $380     $35     $108     $182      $379
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 98     $167     $227      $393     $36     $112     $190      $393
--------------------------------------------------------------------------------------------------

EVERGREEN VA SPECIAL
  EQUITY FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $108     $193     $271      $474     $46     $140     $235      $474
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $109     $197     $277      $487     $48     $144     $242      $486
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $110     $199     $280      $491     $48     $146     $244      $490
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $111     $203     $286      $503     $50     $150     $251      $502
--------------------------------------------------------------------------------------------------

HARTFORD ADVISERS HLS
  FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 81     $118     $147      $230     $19     $ 61     $106      $229
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 83     $123     $154      $246     $21     $ 66     $114      $245
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 83     $124     $157      $251     $22     $ 68     $116      $251
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 85     $128     $164      $267     $23     $ 72     $124      $266
--------------------------------------------------------------------------------------------------

HARTFORD BOND HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 80     $114     $140      $216     $18     $ 57     $ 99      $215
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 81     $119     $148      $232     $20     $ 62     $107      $232
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 82     $120     $150      $238     $20     $ 64     $110      $237
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 83     $125     $158      $253     $22     $ 68     $117      $253
--------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR    3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>        <C>        <C>
-------------------------
EVERGREEN VA CAPITAL
  GROWTH FUND
-------------------------
  Without any optional
    benefits                 $26       $ 78       $134       $285
-------------------------
  With Optional Death
    Benefit                  $27       $ 83       $142       $300
-------------------------
  With Earnings
    Protection Benefit       $28       $ 85       $144       $305
-------------------------
  With both optional
    benefits                 $29       $ 89       $152       $320
-------------------------
EVERGREEN VA FOUNDATION
  FUND
-------------------------
  Without any optional
    benefits                 $23       $ 71       $122       $262
-------------------------
  With Optional Death
    Benefit                  $25       $ 76       $130       $277
-------------------------
  With Earnings
    Protection Benefit       $25       $ 78       $132       $282
-------------------------
  With both optional
    benefits                 $27       $ 82       $140       $297
-------------------------
EVERGREEN VA GROWTH FUND
-------------------------
  Without any optional
    benefits                 $27       $ 83       $142       $300
-------------------------
  With Optional Death
    Benefit                  $29       $ 88       $149       $315
-------------------------
  With Earnings
    Protection Benefit       $29       $ 89       $152       $320
-------------------------
  With both optional
    benefits                 $31       $ 94       $159       $335
-------------------------
EVERGREEN VA OMEGA FUND
-------------------------
  Without any optional
    benefits                 $23       $ 72       $123       $263
-------------------------
  With Optional Death
    Benefit                  $25       $ 76       $130       $278
-------------------------
  With Earnings
    Protection Benefit       $25       $ 78       $133       $283
-------------------------
  With both optional
    benefits                 $27       $ 82       $141       $298
-------------------------
EVERGREEN VA PERPETUAL
  INTERNATIONAL FUND
-------------------------
  Without any optional
    benefits                 $34       $102       $173       $361
-------------------------
  With Optional Death
    Benefit                  $35       $107       $181       $375
-------------------------
  With Earnings
    Protection Benefit       $36       $108       $183       $380
-------------------------
  With both optional
    benefits                 $37       $113       $190       $393
-------------------------
EVERGREEN VA SPECIAL
  EQUITY FUND
-------------------------
  Without any optional
    benefits                 $47       $141       $235       $474
-------------------------
  With Optional Death
    Benefit                  $48       $145       $242       $487
-------------------------
  With Earnings
    Protection Benefit       $49       $147       $245       $491
-------------------------
  With both optional
    benefits                 $50       $151       $251       $503
-------------------------
HARTFORD ADVISERS HLS
  FUND
-------------------------
  Without any optional
    benefits                 $20       $ 62       $107       $230
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $114       $246
-------------------------
  With Earnings
    Protection Benefit       $22       $ 68       $117       $251
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $267
-------------------------
HARTFORD BOND HLS FUND
-------------------------
  Without any optional
    benefits                 $19       $ 58       $100       $216
-------------------------
  With Optional Death
    Benefit                  $20       $ 63       $108       $232
-------------------------
  With Earnings
    Protection Benefit       $21       $ 64       $110       $238
-------------------------
  With both optional
    benefits                 $22       $ 69       $118       $253
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------

HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $231     $20      $62     $106      $230
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $155      $247     $21      $66     $114      $246
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $252     $22      $68     $117      $252
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $165      $268     $23      $73     $125      $267
-------------------------------------------------------------------------------------------------

HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $125     $158      $254     $22      $69     $118      $254
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $166      $270     $23      $73     $126      $269
-------------------------------------------------------------------------------------------------

HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131      N/A       N/A     $24      $75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26      $80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26      $81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28      $86      N/A       N/A
-------------------------------------------------------------------------------------------------

HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $252     $22      $68     $117      $252
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $129     $165      $268     $23      $73     $125      $267
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $273     $24      $74     $127      $272
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $135     $175      $288     $25      $79     $135      $288
-------------------------------------------------------------------------------------------------

HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131      N/A       N/A     $24      $75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26      $80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26      $81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28      $86      N/A       N/A
-------------------------------------------------------------------------------------------------

HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $128     $163      $264     $23      $71     $123      $263
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $129     $165      $269     $23      $73     $125      $268
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $173      $284     $25      $78     $133      $283
-------------------------------------------------------------------------------------------------

HARTFORD HIGH YIELD HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $120     $150      $238     $20      $64     $110      $237
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $125     $158      $253     $22      $68     $117      $253
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $126     $160      $259     $22      $70     $120      $258
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $131     $168      $274     $24      $74     $128      $273
-------------------------------------------------------------------------------------------------

HARTFORD INDEX HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $112     $135      $207     $17      $55     $ 94      $206
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $80     $116     $143      $223     $19      $59     $102      $222
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------

HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $251     $22      $68     $116      $251
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $128     $164      $267     $23      $72     $124      $266
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $272     $24      $74     $127      $271
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $134     $174      $287     $25      $78     $134      $287
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR   3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>       <C>        <C>
-------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $62       $107       $231
-------------------------
  With Optional Death
    Benefit                  $22       $67       $115       $247
-------------------------
  With Earnings
    Protection Benefit       $22       $69       $118       $252
-------------------------
  With both optional
    benefits                 $24       $73       $125       $268
-------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $63       $108       $233
-------------------------
  With Optional Death
    Benefit                  $22       $68       $116       $249
-------------------------
  With Earnings
    Protection Benefit       $22       $69       $119       $254
-------------------------
  With both optional
    benefits                 $24       $74       $126       $270
-------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $87        N/A        N/A
-------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $69       $118       $252
-------------------------
  With Optional Death
    Benefit                  $24       $73       $125       $268
-------------------------
  With Earnings
    Protection Benefit       $24       $75       $128       $273
-------------------------
  With both optional
    benefits                 $26       $79       $136       $288
-------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $87        N/A        N/A
-------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $67       $115       $248
-------------------------
  With Optional Death
    Benefit                  $23       $72       $123       $264
-------------------------
  With Earnings
    Protection Benefit       $24       $74       $126       $269
-------------------------
  With both optional
    benefits                 $25       $78       $134       $284
-------------------------
HARTFORD HIGH YIELD HLS
  FUND
-------------------------
  Without any optional
    benefits                 $21       $64       $110       $238
-------------------------
  With Optional Death
    Benefit                  $22       $69       $118       $253
-------------------------
  With Earnings
    Protection Benefit       $23       $70       $121       $259
-------------------------
  With both optional
    benefits                 $24       $75       $128       $274
-------------------------
HARTFORD INDEX HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $55       $ 95       $207
-------------------------
  With Optional Death
    Benefit                  $19       $60       $103       $223
-------------------------
  With Earnings
    Protection Benefit       $20       $61       $106       $228
-------------------------
  With both optional
    benefits                 $21       $66       $113       $244
-------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $68       $117       $251
-------------------------
  With Optional Death
    Benefit                  $24       $73       $125       $267
-------------------------
  With Earnings
    Protection Benefit       $24       $74       $127       $272
-------------------------
  With both optional
    benefits                 $26       $79       $135       $287
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------

HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------

HARTFORD MIDCAP HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $154      $245     $21      $66     $113      $244
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $127     $161      $261     $22      $70     $121      $260
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $164      $266     $23      $72     $124      $265
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $171      $281     $24      $77     $131      $280
-------------------------------------------------------------------------------------------------

HARTFORD MONEY MARKET HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $137      $211     $18      $56     $ 97      $210
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $117     $145      $227     $19      $61     $104      $226
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $232     $20      $62     $107      $232
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------

HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------

HARTFORD SMALL COMPANY
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------

HARTFORD STOCK HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR   3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>       <C>        <C>
-------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
HARTFORD MIDCAP HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $66       $114       $245
-------------------------
  With Optional Death
    Benefit                  $23       $71       $122       $261
-------------------------
  With Earnings
    Protection Benefit       $24       $73       $124       $266
-------------------------
  With both optional
    benefits                 $25       $77       $132       $281
-------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------
  Without any optional
    benefits                 $18       $56       $ 97       $211
-------------------------
  With Optional Death
    Benefit                  $20       $61       $105       $227
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $232
-------------------------
  With both optional
    benefits                 $22       $67       $115       $248
-------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
HARTFORD STOCK HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Evergreen Foundation Fund, Evergreen Omega Fund, Evergreen Special Equity Fund,
Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund Sub-
Accounts because as of December 31, 1999 the Sub-Accounts had not commenced
operations. No information is shown for the Earnings Protection Benefit because
as of December 31, 1999, the Earnings Protection Benefit was not available.


<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
EVERGREEN CAPITAL GROWTH FUND
  SUB-ACCOUNT
  (INCEPTION DATE FEBRUARY 20, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.075               $1.165
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.131               $1.130
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                21,766                  100
----------------------------------------------------------------------------------
EVERGREEN GROWTH FUND SUB-ACCOUNT
  (INCEPTION DATE FEBRUARY 20, 1998)
Accumulation Unit Value at beginning of
  period                                      $0.907               $0.799
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.086               $1.085
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                13,249                   39
----------------------------------------------------------------------------------
EVERGREEN PERPETUAL INTERNATIONAL FUND
  SUB-ACCOUNT
  (INCEPTION DATE FEBRUARY 20, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.109               $1.222
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.533               $1.532
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,722                  118
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 8, 1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1.451
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
                                                            YEAR ENDED
                                                         DECEMBER 31, 1999
                                          WITHOUT THE OPTIONAL      WITH THE OPTIONAL
                                             DEATH BENEFIT      DEATH BENEFIT (UNAUDITED)
<S>                                       <C>                   <C>
-----------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE JUNE 1, 1998)
Accumulation Unit Value at beginning of
  period                                         $1.182                   $1.281
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $1.422                   $1.420
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                   41,232                    1,551
-----------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                         $1.035                   $1.084
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $1.070                   $1.069
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                   14,681                      707
-----------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MAY 1, 1987)
Accumulation Unit Value at beginning of
  period                                         $4.712                   $5.181
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $5.608                   $5.602
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                  152,272                   $1,107
-----------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 1, 1995)
Accumulation Unit Value at beginning of
  period                                         $1.476                   $1.576
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $1.796                   $1.764
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                   57,797                      391
-----------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 2, 1990)
Accumulation Unit Value at beginning of
  period                                         $1.641                   $1.806
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $2.267                   $2.265
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                  218,272                      449
-----------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of
  period                                         $1.371                   $1.588
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $2.056                   $2.054
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                  118,306                    1,455
-----------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                         $1.716                   $1.735
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $1.777                   $1.776
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                  213,832                    1,061
-----------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                         $2.211                   $2.231
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $2.217                   $2.214
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                   69,555                      120
-----------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 9, 1996)
Accumulation Unit Value at beginning of
  period                                         $1.374                   $1.510
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $2.251                   $2.248
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                  107,808                      726
-----------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                         $6.066                   $6.715
-----------------------------------------------------------------------------------------
Accumulation Unit Value at end of period         $7.176                   $7.169
-----------------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                  432,424                    2,105
-----------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                                                              13
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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
subtracted daily and is equal to an annual charge of 1.25% of your Contract
Value invested in the Funds.



ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.



EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                           4/1/00         A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                       8/1/00        AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                   5/1/00        AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Contract will equal the total of the payments
you make to us.

THE FUNDS

The Evergreen VA Capital Growth Fund, Evergreen VA Foundation Fund, Evergreen VA
Growth Fund, Evergreen VA Omega Fund, Evergreen VA Perpetual International Fund,
and Evergreen VA Special Equity Fund are series of Evergreen Variable Annuity
Trust, a Delaware business trust. Mentor Investment Advisors LLC is the
investment advisor to the Evergreen VA Capital Growth Fund and to the Evergreen
VA Growth Fund. Evergreen Asset Management Corp. is the investment advisor to
the Evergreen VA Foundation Fund. Evergreen Investment Management Company is the
investment adviser to the Evergreen VA Omega Fund. Mentor Perpetual Advisors LLC
is the investment advisor to the Evergreen VA Perpetual International Fund.
Meridian Investment Company is the investment advisor to the Evergreen VA
Special Equity Fund. All the investment advisors for the Evergreen Funds are
subsidiaries of First Union Corporation, the sixth largest bank holding company
in the United States, with over $250 billion in consolidated assets as of
December 31, 1999.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

EVERGREEN VA CAPITAL GROWTH FUND -- Seeks to provide long-term growth by
investing primarily in common stocks of large U.S. companies which the
investment advisor believes offer the potential for capital appreciation over
both the immediate and long term.

EVERGREEN VA FOUNDATION FUND -- Seeks, in order of priority, reasonable income,
conservation of capital and capital appreciation by investing in a combination
of equity and debt securities.

EVERGREEN VA GROWTH FUND -- Seeks to provide long-term capital growth through
investment in common stock. Although the Fund may invest in companies of any
size, the Fund invests principally in common stocks of small to mid-sized
companies.

EVERGREEN VA OMEGA FUND -- Seeks long-term capital growth through investment in
common stocks and convertible securities of companies of all sizes.

EVERGREEN VA PERPETUAL INTERNATIONAL FUND -- Seeks to provide long-term capital
growth by investing in a diversified portfolio of equity securities of issuers
of all sizes located outside the United States. The Fund may also invest in debt
securities.

EVERGREEN VA SPECIAL EQUITY FUND -- Seeks capital growth through investment in
equity securities of U.S. companies with small market capitalizations.

HARTFORD ADVISERS HLS FUND -- Seeks maximum long-term total rate of return by
investing in common stocks and other
<PAGE>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

* "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>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
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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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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
<PAGE>
18
                                                 HARTFORD LIFE INSURANCE COMPANY
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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.

FIXED ACCUMULATION FEATURE
--------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.
<PAGE>
                                                                              19
HARTFORD LIFE INSURANCE COMPANY
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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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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
<PAGE>
20
                                                 HARTFORD LIFE INSURANCE COMPANY
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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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we
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believe are genuine. We will use reasonable procedures to confirm that
instructions received by telephone or through our website are genuine, including
a requirement that contract owners provide certain identification information,
including a personal identification number. We record all telephone transfer
instructions. We reserve the right to suspend, modify, or terminate telephone or
electronic 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, subject to our
transfer restrictions, from your designated third party 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

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

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

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

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an
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                                                 HARTFORD LIFE INSURANCE COMPANY
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  Individual Retirement Account or 403(b) plan, to Surrender an amount equal to
  the Required Minimum Distribution for the Contract without a Contingent
  Deferred Sales Charge. All requests for Required Minimum Distributions must be
  in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

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

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

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

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

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

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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
<PAGE>
                                                                              23
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
basis that is equal to an annual charge of 0.15% of your Contract Value invested
in the Funds.


EARNINGS PROTECTION BENEFIT -- If you elect the Earnings Protection Benefit, we
will subtract an additional charge on a daily basis until we begin to make
Annuity Payouts that is equal to an annual charge of 0.20% of your Contract
Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

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

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

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not

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

previously withdrawn made after the Earnings Protection Benefit was added to
your Contract, excluding any Premium Payments made in the 12 months before the
date of death. We subtract any adjustments for partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

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


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.

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


Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."


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

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.

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.
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment, had the spouse elected to receive the Death Benefit as a
lump sum payment. Spousal Contract continuation will only apply one time for
each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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 . . .
<S>                           <C>                                  <C>
------------------------------------------------------------------------------------------------------
Contract Owner                There is a surviving joint Contract  The Annuitant is living or deceased
                              Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner and the Beneficiary
                              predeceases the Contract Owner
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         There is no named Contingent
                                                                   Annuitant
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         The Contingent Annuitant is living
------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .            THEN THE . . .
<S>                           <C>
----------------------------
Contract Owner                Joint Contract Owner receives the
                              Death Benefit.
----------------------------
Contract Owner                Designated Beneficiary receives the
                              Death Benefit.
----------------------------
Contract Owner                Contract Owner's estate receives
                              the Death Benefit.
----------------------------
Annuitant                     The Contract Owner becomes the
                              Contingent Annuitant and the
                              Contract continues.
----------------------------
Annuitant                     Contingent Annuitant becomes the
                              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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and
<PAGE>
26
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

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

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.


If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.


Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or
<PAGE>
28
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

- Decrease to 66.67%, or

- Decrease to 50%.

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

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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

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

- monthly,

- quarterly,

- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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
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HARTFORD LIFE INSURANCE COMPANY
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results in a lower initial Annuity Payout, but future Annuity Payouts have the
potential to be greater.

For example, if the Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.

Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

OTHER INFORMATION
--------------------------------------------------------------------------------

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
           1-800-862-7155 (Registered Representative)
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HARTFORD LIFE INSURANCE COMPANY
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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 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
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                                                 HARTFORD LIFE INSURANCE COMPANY
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    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.


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


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

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

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

    f.  REQUIRED DISTRIBUTIONS.


  i. Death of Contract Owner or Primary Annuitant


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

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

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

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


 ii. Alternative Election to Satisfy Distribution Requirements


If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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
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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
                                                                              35
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
36
                                                 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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
<PAGE>
                                                                              37
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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.



IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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.
<PAGE>
38
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

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

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$108,000  Contract Value prior to Surrender equals
 .09259   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$ 9,722   Value equals
$95,278   the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$92,000   Contract Value prior to Surrender equals
 .10870   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$11,413   Value equals
$93,587   the New Interest Accumulation Value
</TABLE>

<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
                                                                              41
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for The Director Select
variable annuity 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
                          SERIES II OF DIRECTOR SELECT


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: Investment Product Services, P.O. Box 5085, Hartford,  Connecticut
06102-5085.





Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001





333-69485


<PAGE>

                                     -2-

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                        PAGE
------                                                                         ----
<S>                                                                            <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY................................   3

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

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

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

CALCULATION OF YIELD AND RETURN...............................................   4

PERFORMANCE COMPARISONS.......................................................  10

FINANCIAL STATEMENTS .........................................................
</TABLE>

<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.                        4/1/00               A+        Financial performance
------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/00               AA        Insurer financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
Fitch                                              5/1/00               AA+       Financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
</TABLE>



These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.



                              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.  HSD is an affiliate of Hartford.  Both HSD and Hartford are
ultimately controlled by The Hartford  Financial  Services Group, Inc. The
principal  business address of HSD is the same as that of Hartford.

<PAGE>

                                     -4-

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

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

Commissions will be paid by Hartford and will not be more than 7% of premium
payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

Hartford  currently pays HSD underwriting  commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years,  the aggregate  dollar amount of
underwriting  commissions paid to HSD in its role as Principal  Underwriter
has been: 1999:  $159,553,734; 1998:  $61,629,500  and  1997:  $64,851,026.
HSD has  retained  none  of  these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

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

A MONEY MARKET 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.

  YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                   YIELD                  EFFECTIVE YIELD
-------------------------------------------------------------------------------------------------
<S>                                          <C>                     <C>
Hartford Money Market HLS Fund                4.09%                       4.18%
-------------------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest earned during the period by the maximum offering price per unit
on the last day of the period, according to the

<PAGE>

                                     -6-

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.

            YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999.
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                          YIELD
--------------------------------------------------------------------------------------------
<S>                                                                 <C>
Hartford Bond HLS Fund                                               5.69%
--------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                         8.30%
--------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                5.51%
--------------------------------------------------------------------------------------------
</TABLE>

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

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not been elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.


The following are the standardized average annual total return quotations for
the Sub-

<PAGE>

                                     -7-

Accounts. There is no information for Hartford Global Health HLS Fund and
Hartford Global Technology HLS Fund Sub-Accounts, because as of December 31,
1999 the Sub-Accounts had not commenced operations.

<PAGE>

                                     -8-


      STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                               SEPARATE ACCOUNT                                                 SINCE INCEPTION
SUB-ACCOUNT                     INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR     OF SEPARATE ACCOUNT
--------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>             <C>              <C>         <C>
Evergreen VA Capital Growth Fund   3/2/1998        -4.83%           N/A              N/A              0.48%
--------------------------------------------------------------------------------------------------------------------
Evergreen VA Foundation Fund        3/1/96         -0.74%           N/A              N/A              11.67%
--------------------------------------------------------------------------------------------------------------------
Evergreen VA Growth Fund            3/2/98          9.71%           N/A              N/A              -2.49%
--------------------------------------------------------------------------------------------------------------------
Evergreen VA Omega Fund             3/1/97         35.42%           N/A              N/A              21.61%
--------------------------------------------------------------------------------------------------------------------
Evergreen VA Perpetual              3/2/98         28.25%           N/A              N/A              20.21%
International Fund
--------------------------------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund    9/29/99          N/A            N/A              N/A               8.49
--------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%          10.63%             9.97%
--------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86         -13.23%         3.03%            3.73%             3.68%
--------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%          16.33%             13.21%
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%            N/A              15.15%
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        38.51%           N/A              N/A              61.69%
--------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        10.32%           N/A              N/A              17.78%
Fund
--------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%           N/A              N/A              -4.06%
--------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%          13.72%             12.38%
--------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%           N/A              N/A              9.66%
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%            N/A              6.02%
Opportunities HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%           N/A              N/A              29.75%
--------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/2/86         -6.41%          0.27%            1.09%             1.69%
--------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%          2.89%            3.44%             3.90%
HLS Fund
--------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         53.78%           N/A              N/A              23.06%
--------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%          14.16%             12.96%
--------------------------------------------------------------------------------------------------------------------
</TABLE>



Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.


<PAGE>

                                     -9-

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

The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts, because as of December
31, 1999 the Sub-Accounts had not commenced operations.


 NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE
          OF THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                FUND INCEPTION                                                 SINCE INCEPTION
SUB-ACCOUNT                          DATE          1 YEAR          5 YEAR          10 YEAR         OF FUND
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>              <C>           <C>
Evergreen VA Capital Growth Fund    3/2/98          5.17%           N/A              N/A              6.94%

-------------------------------------------------------------------------------------------------------------------
Evergreen VA Foundation Fund        3/1/96          9.26%           N/A              N/A             15.17%
-------------------------------------------------------------------------------------------------------------------
Evergreen VA Growth Fund            3/2/98         19.71%           N/A              N/A              4.61%
-------------------------------------------------------------------------------------------------------------------
Evergreen VA Omega Fund             3/1/97         45.42%           N/A              N/A             26.06%
-------------------------------------------------------------------------------------------------------------------
Evergreen VA Perpetual              3/2/98         38.25%           N/A              N/A             26.27%
International Fund
-------------------------------------------------------------------------------------------------------------------
Evergreen VA Special Equity Fund    9/29/99          N/A            N/A              N/A             18.49%
-------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%          12.57%            12.25%
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%          6.34%            6.07%             7.18%
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%          18.28%            17.26%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%            N/A             17.61%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        48.51%           N/A              N/A             70.84%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        20.32%           N/A              N/A             24.75%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%           N/A              N/A              5.57%
-------------------------------------------------------------------------------------------------------------------

<PAGE>

                                     -10-

-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%          15.98%            14.57%
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%           N/A              N/A             12.86%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%            N/A              8.99%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%           N/A              N/A             34.65%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         3.59%          3.98%            3.80%             6.05%
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%          6.25%            5.77%             7.05%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         63.78%           N/A              N/A             26.99%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%          16.42%            14.84%
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.


                             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
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

<PAGE>

                                     -11-

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 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>
THE DIRECTOR CHOICE
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)         [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
II of The Director Choice variable annuity. Please read it carefully.

The Director Choice 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 Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- 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 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 Strategic Income
  Portfolio") (effective October 16, 2000, closed to new premium payments and
  transfer of existing Contract Values)

- 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 Tactical Allocation
  Portfolio")

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   13
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 14
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            14
--------------------------------------------------------------------------------
  The Separate Account                                                       15
--------------------------------------------------------------------------------
  The Funds                                                                  15
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              17
--------------------------------------------------------------------------------
FIXED ACCUMULATION FEATURE                                                   18
--------------------------------------------------------------------------------
THE CONTRACT                                                                 18
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               18
--------------------------------------------------------------------------------
  Charges and Fees                                                           21
--------------------------------------------------------------------------------
  Death Benefit                                                              23
--------------------------------------------------------------------------------
  Surrenders                                                                 26
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              27
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     29
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            30
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  30
--------------------------------------------------------------------------------
  More Information                                                           31
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   31
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     35
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           36
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           39
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

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

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                               None
---------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                      7%
---------------------------------------------------------
    Second Year                                         6%
---------------------------------------------------------
    Third Year                                          6%
---------------------------------------------------------
    Fourth Year                                         5%
---------------------------------------------------------
    Fifth Year                                          4%
---------------------------------------------------------
    Sixth Year                                          3%
---------------------------------------------------------
    Seventh Year                                        2%
---------------------------------------------------------
    Eighth Year                                         0%
---------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                            $30
---------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
    Mortality and Expense Risk Charge                1.25%
---------------------------------------------------------
    Total Separate Account Annual Expenses           1.25%
---------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                    0.15%
---------------------------------------------------------
    Earnings Protection Benefit Charge               0.20%
---------------------------------------------------------
    Total Separate Account Annual Expenses with
     all optional charges                            1.60%
---------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (As a percentage of net assets)

<TABLE>
<CAPTION>
                                                                                                     TOTAL FUND
                                                                                                      OPERATING
                                                                                       OTHER          EXPENSES
                                                           12B-1 DISTRIBUTION        EXPENSES      (INCLUDING ANY
                                    MANAGEMENT FEES       AND/OR SERVICING FEES   (INCLUDING ANY   WAIVERS AND ANY
                                (INCLUDING ANY WAIVERS)  (INCLUDING ANY WAIVERS)  REIMBURSEMENTS)  REIMBURSEMENTS)
<S>                             <C>                      <C>                      <C>              <C>
------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust
  Growth and Income Portfolio
  (1)                                     0.70%                    0.25%               0.53%            1.48%
------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust
  Strategic Income Portfolio
  (1) (effective October 16,
  2000, closed to new premium
  payments and transfer of
  existing Contract Values)               0.75%                    0.25%               0.87%            1.87%
------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust
  Tactical Allocation
  Portfolio (1)                           0.50%                    0.25%               0.24%            0.99%
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                0.63%                     N/A                0.02%            0.65%
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                    0.49%                     N/A                0.03%            0.52%
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation
  HLS Fund                                0.64%                     N/A                0.02%            0.66%
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth
  HLS Fund                                0.65%                     N/A                0.03%            0.68%
------------------------------------------------------------------------------------------------------------------
Hartford Global Health HLS
  Fund (2)                                0.85%                     N/A                0.25%            1.10%
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS
  Fund                                    0.74%                     N/A                0.12%            0.86%
------------------------------------------------------------------------------------------------------------------
Hartford Global Technology HLS
  Fund (2)                                0.85%                     N/A                0.25%            1.10%
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS
  Fund                                    0.78%                     N/A                0.04%            0.82%
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund              0.66%                     N/A                0.06%            0.72%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                   0.40%                     N/A                0.03%            0.43%
------------------------------------------------------------------------------------------------------------------
Hartford International
  Advisers HLS Fund                       0.76%                     N/A                0.09%            0.85%
------------------------------------------------------------------------------------------------------------------
Hartford International
  Opportunities HLS Fund                  0.69%                     N/A                0.09%            0.78%
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                  0.76%                     N/A                0.03%            0.79%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund            0.45%                     N/A                0.02%            0.47%
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities
  HLS Fund                                0.45%                     N/A                0.03%            0.48%
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS
  Fund                                    0.75%                     N/A                0.03%            0.78%
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                   0.46%                     N/A                0.02%            0.48%
------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Class I shares of the Portfolios sponsored by Mitchell Hutchins are
    subject to fees imposed under a distribution plan ("Distribution Plan")
    adopted by the Portfolios pursuant to Rule 12b-1 under the 1940 Act. The
    Distribution Plan provides that each Portfolio pays a distribution fee at
    the annual rate of 0.25% of its average daily net assets attributable to its
    Class I shares to certain distributors with respect to activities primarily
    intended to result in the sale of the Class I shares.

(2) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

EXAMPLE


YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------

MITCHELL HUTCHINS
  SERIES TRUST GROWTH AND
  INCOME PORTFOLIO
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $89     $143     $188      $315     $28     $ 87     $149      $314
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $91     $147     $195      $330     $30     $ 92     $156      $329
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $92     $148     $197      $335     $30     $ 93     $159      $334
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $93     $153     $205      $349     $32     $ 98     $166      $348
-------------------------------------------------------------------------------------------------

MITCHELL HUTCHINS
  SERIES TRUST STRATEGIC
  INCOME PORTFOLIO
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $93     $154     $207      $353     $32     $ 99     $168      $352
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $95     $158     $214      $367     $34     $103     $176      $366
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $96     $160     $216      $371     $34     $105     $178      $371
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $97     $164     $223      $385     $36     $109     $185      $384
-------------------------------------------------------------------------------------------------

MITCHELL HUTCHINS
  SERIES TRUST TACTICAL
  ALLOCATION PORTFOLIO
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $84     $128     $164      $266     $23     $ 72     $124      $265
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $86     $133     $171      $281     $24     $ 77     $131      $280
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $87     $134     $174      $286     $25     $ 78     $134      $286
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $88     $138     $181      $301     $27     $ 83     $141      $301
-------------------------------------------------------------------------------------------------

HARTFORD ADVISERS HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $230     $19     $ 61     $106      $229
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $154      $246     $21     $ 66     $114      $245
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $251     $22     $ 68     $116      $251
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $128     $164      $267     $23     $ 72     $124      $266
-------------------------------------------------------------------------------------------------

HARTFORD BOND HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $80     $114     $140      $216     $18     $ 57     $ 99      $215
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $119     $148      $232     $20     $ 62     $107      $232
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $82     $120     $150      $238     $20     $ 64     $110      $237
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $125     $158      $253     $22     $ 68     $117      $253
-------------------------------------------------------------------------------------------------

HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $231     $20     $ 62     $106      $230
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $155      $247     $21     $ 66     $114      $246
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $252     $22     $ 68     $117      $252
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $165      $268     $23     $ 73     $125      $267
-------------------------------------------------------------------------------------------------

HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $119     $148      $233     $20     $ 62     $108      $233
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $156      $249     $21     $ 67     $115      $248
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $125     $158      $254     $22     $ 69     $118      $254
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $166      $270     $23     $ 73     $126      $269
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR    3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>        <C>        <C>
-------------------------
MITCHELL HUTCHINS
  SERIES TRUST GROWTH AND
  INCOME PORTFOLIO
-------------------------
  Without any optional
    benefits                 $29       $ 88       $149       $315
-------------------------
  With Optional Death
    Benefit                  $30       $ 92       $157       $330
-------------------------
  With Earnings
    Protection Benefit       $31       $ 94       $159       $335
-------------------------
  With both optional
    benefits                 $32       $ 98       $167       $349
-------------------------
MITCHELL HUTCHINS
  SERIES TRUST STRATEGIC
  INCOME PORTFOLIO
-------------------------
  Without any optional
    benefits                 $33       $ 99       $169       $353
-------------------------
  With Optional Death
    Benefit                  $34       $104       $176       $367
-------------------------
  With Earnings
    Protection Benefit       $35       $106       $179       $371
-------------------------
  With both optional
    benefits                 $36       $110       $186       $385
-------------------------
MITCHELL HUTCHINS
  SERIES TRUST TACTICAL
  ALLOCATION PORTFOLIO
-------------------------
  Without any optional
    benefits                 $24       $ 73       $124       $266
-------------------------
  With Optional Death
    Benefit                  $25       $ 77       $132       $281
-------------------------
  With Earnings
    Protection Benefit       $26       $ 79       $135       $286
-------------------------
  With both optional
    benefits                 $27       $ 83       $142       $301
-------------------------
HARTFORD ADVISERS HLS
  FUND
-------------------------
  Without any optional
    benefits                 $20       $ 62       $107       $230
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $114       $246
-------------------------
  With Earnings
    Protection Benefit       $22       $ 68       $117       $251
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $267
-------------------------
HARTFORD BOND HLS FUND
-------------------------
  Without any optional
    benefits                 $19       $ 58       $100       $216
-------------------------
  With Optional Death
    Benefit                  $20       $ 63       $108       $232
-------------------------
  With Earnings
    Protection Benefit       $21       $ 64       $110       $238
-------------------------
  With both optional
    benefits                 $22       $ 69       $118       $253
-------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $ 62       $107       $231
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $115       $247
-------------------------
  With Earnings
    Protection Benefit       $22       $ 69       $118       $252
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $268
-------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $ 63       $108       $233
-------------------------
  With Optional Death
    Benefit                  $22       $ 68       $116       $249
-------------------------
  With Earnings
    Protection Benefit       $22       $ 69       $119       $254
-------------------------
  With both optional
    benefits                 $24       $ 74       $126       $270
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------

HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131      N/A       N/A     $24      $75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26      $80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26      $81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28      $86      N/A       N/A
-------------------------------------------------------------------------------------------------

HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $252     $22      $68     $117      $252
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $129     $165      $268     $23      $73     $125      $267
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $273     $24      $74     $127      $272
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $135     $175      $288     $25      $79     $135      $288
-------------------------------------------------------------------------------------------------

HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131      N/A       N/A     $24      $75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26      $80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26      $81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28      $86      N/A       N/A
-------------------------------------------------------------------------------------------------

HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $128     $163      $264     $23      $71     $123      $263
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $129     $165      $269     $23      $73     $125      $268
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $173      $284     $25      $78     $133      $283
-------------------------------------------------------------------------------------------------

HARTFORD HIGH YIELD HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $120     $150      $238     $20      $64     $110      $237
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $125     $158      $253     $22      $68     $117      $253
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $126     $160      $259     $22      $70     $120      $258
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $131     $168      $274     $24      $74     $128      $273
-------------------------------------------------------------------------------------------------

HARTFORD INDEX HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $112     $135      $207     $17      $55     $ 94      $206
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $80     $116     $143      $223     $19      $59     $102      $222
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------

HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $251     $22      $68     $116      $251
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $128     $164      $267     $23      $72     $124      $266
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $272     $24      $74     $127      $271
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $134     $174      $287     $25      $78     $134      $287
-------------------------------------------------------------------------------------------------

HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR   3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>       <C>        <C>
-------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $87        N/A        N/A
-------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $69       $118       $252
-------------------------
  With Optional Death
    Benefit                  $24       $73       $125       $268
-------------------------
  With Earnings
    Protection Benefit       $24       $75       $128       $273
-------------------------
  With both optional
    benefits                 $26       $79       $136       $288
-------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $87        N/A        N/A
-------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $67       $115       $248
-------------------------
  With Optional Death
    Benefit                  $23       $72       $123       $264
-------------------------
  With Earnings
    Protection Benefit       $24       $74       $126       $269
-------------------------
  With both optional
    benefits                 $25       $78       $134       $284
-------------------------
HARTFORD HIGH YIELD HLS
  FUND
-------------------------
  Without any optional
    benefits                 $21       $64       $110       $238
-------------------------
  With Optional Death
    Benefit                  $22       $69       $118       $253
-------------------------
  With Earnings
    Protection Benefit       $23       $70       $121       $259
-------------------------
  With both optional
    benefits                 $24       $75       $128       $274
-------------------------
HARTFORD INDEX HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $55       $ 95       $207
-------------------------
  With Optional Death
    Benefit                  $19       $60       $103       $223
-------------------------
  With Earnings
    Protection Benefit       $20       $61       $106       $228
-------------------------
  With both optional
    benefits                 $21       $66       $113       $244
-------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $68       $117       $251
-------------------------
  With Optional Death
    Benefit                  $24       $73       $125       $267
-------------------------
  With Earnings
    Protection Benefit       $24       $74       $127       $272
-------------------------
  With both optional
    benefits                 $26       $79       $135       $287
-------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------

HARTFORD MIDCAP HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $154      $245     $21      $66     $113      $244
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $127     $161      $261     $22      $70     $121      $260
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $164      $266     $23      $72     $124      $265
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $171      $281     $24      $77     $131      $280
-------------------------------------------------------------------------------------------------

HARTFORD MONEY MARKET HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $137      $211     $18      $56     $ 97      $210
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $117     $145      $227     $19      $61     $104      $226
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $232     $20      $62     $107      $232
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------

HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------

HARTFORD SMALL COMPANY
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------

HARTFORD STOCK HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR   3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>       <C>        <C>
-------------------------
HARTFORD MIDCAP HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $66       $114       $245
-------------------------
  With Optional Death
    Benefit                  $23       $71       $122       $261
-------------------------
  With Earnings
    Protection Benefit       $24       $73       $124       $266
-------------------------
  With both optional
    benefits                 $25       $77       $132       $281
-------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------
  Without any optional
    benefits                 $18       $56       $ 97       $211
-------------------------
  With Optional Death
    Benefit                  $20       $61       $105       $227
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $232
-------------------------
  With both optional
    benefits                 $22       $67       $115       $248
-------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
HARTFORD STOCK HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund
Sub-Accounts because as of December 31, 1999 the Sub-Accounts had not commenced
operations. No information is shown for the Earnings Protection Benefit because
as of December 31, 1999, the Earnings Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
MITCHELL HUTCHINS SERIES TRUST GROWTH
  AND INCOME PORTFOLIO SUB-ACCOUNT
  (INCEPTION DATE DECEMBER 17, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.072               $1.078
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.169               $1.168
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                 3,389                   24
----------------------------------------------------------------------------------
MITCHELL HUTCHINS SERIES TRUST STRATEGIC
  INCOME PORTFOLIO SUB-ACCOUNT
  (INCEPTION DATE DECEMBER 17, 1998)
  (EFFECTIVE OCTOBER 16, 2000, CLOSED TO
  NEW PREMIUM PAYMENTS AND TRANSFER OF
  EXISTING CONTRACT VALUES)
Accumulation Unit Value at beginning of
  period                                      $0.997               $1.027
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.003               $1.002
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                 1,063                   49
----------------------------------------------------------------------------------
MITCHELL HUTCHINS SERIES TRUST TACTICAL
  ALLOCATION PORTFOLIO SUB-ACCOUNT
  (INCEPTION DATE DECEMBER 17, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.057               $1.158
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.237               $1.235
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                15,818                  261
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1,1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 8, 1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1.491
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE JUNE 1, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.182               $1.281
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.422               $1.420
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                41,232                1,551
----------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.035               $1.084
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.070               $1.069
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,681                  707
----------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MAY 1, 1987)
Accumulation Unit Value at beginning of
  period                                      $4.712               $5.181
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $5.608               $5.602
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               152,272                1,107
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 1, 1995)
Accumulation Unit Value at beginning of
  period                                      $1.476               $1.576
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.796               $1.794
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                57,797                  391
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 2, 1990)
Accumulation Unit Value at beginning of
  period                                      $1.641               $1.806
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.267               $2.265
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               218,272                  449
----------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.371               $1.588
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.056               $2.054
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               118,306                1,455
----------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $1.716               $1.735
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.777               $1.776
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               213,832                1,061
----------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.211               $2.231
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.217               $2.214
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                69,555                  120
----------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 9, 1996)
Accumulation Unit Value at beginning of
  period                                      $1.374               $1.510
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.251               $2.248
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               107,808               $  726
----------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $6.066               $6.715
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.176               $7.169
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               432,424                2,105
----------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                                                              13
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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                           4/1/00         A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                       8/1/00        AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                   5/1/00        AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Contract will equal the total of the payments
you make to us.

THE FUNDS

Mitchell Hutchins Asset Management Inc. is a wholly-owned asset management
subsidiary of PaineWebber Incorporated. Mitchell Hutchins provides investment
advisory and administrative services to the Mitchell Hutchins Series Trust
Growth and Income Portfolio, Mitchell Hutchins Series Trust Strategic Income
Portfolio and the Mitchell Hutchins Series Trust Tactical Allocation Portfolio.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

MITCHELL HUTCHINS SERIES TRUST GROWTH AND INCOME PORTFOLIO -- Seeks current
income and capital growth by investing primarily in dividend-paying equity
securities of companies believed to have the potential for rapid earnings
growth.

MITCHELL HUTCHINS SERIES TRUST STRATEGIC INCOME PORTFOLIO (EFFECTIVE OCTOBER 16,
2000, CLOSED TO NEW PREMIUM PAYMENTS AND TRANSFER OF EXISTING CONTRACT VALUES)
-- Has a primary investment objective of high current income and a secondary
objective of capital appreciation. This Fund strategically allocates its
investments among three bond market sectors: U.S. Government and investment
grade bonds; U. S. high yield bonds (sometimes called "junk bonds") and foreign
and emerging market bonds.

MITCHELL HUTCHINS SERIES TRUST TACTICAL ALLOCATION PORTFOLIO -- Seeks total
return, consisting of long-term capital appreciation and current income, by
using the Tactical Allocation Model, a systematic investment strategy that
allocates its investments between an equity portion designed to track the S&P
500 Composite Price Index and a fixed income portion that generally will be
comprised of either five-year U.S. Treasury notes or 30 day U.S. Treasury Bills.

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." Sub-advised by HIMCO.
<PAGE>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
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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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

- Arrange for the handling and tallying of proxies received from Contract
  Owners.

- Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

* "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>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
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- 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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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.
<PAGE>
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                                                 HARTFORD LIFE INSURANCE COMPANY
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FIXED ACCUMULATION FEATURE

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.

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;
<PAGE>
                                                                              19
HARTFORD LIFE INSURANCE COMPANY
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- 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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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.
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HARTFORD LIFE INSURANCE COMPANY
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CHARGES AND FEES

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

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

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

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.
<PAGE>
22
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

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

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

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

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

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

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.
<PAGE>
                                                                              23
HARTFORD LIFE INSURANCE COMPANY
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DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

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

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

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is

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

determined by the oldest age of you and your Annuitant at the time the Earnings
Protection Benefit is added to your Contract.

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


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.

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


Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."



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

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.

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

SPOUSAL CONTRACT CONTINUATION -- If a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment, had the spouse elected to receive the Death Benefit as a
lump sum payment. Spousal Contract continuation will only apply one time for
each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.

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 . . .
<S>                           <C>                                  <C>
------------------------------------------------------------------------------------------------------
Contract Owner                There is a surviving joint Contract  The Annuitant is living or deceased
                              Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner and the Beneficiary
                              predeceases the Contract Owner
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         There is no named Contingent
                                                                   Annuitant
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         The Contingent Annuitant is living
------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .            THEN THE . . .
<S>                           <C>
----------------------------
Contract Owner                Joint Contract Owner receives the
                              Death Benefit.
----------------------------
Contract Owner                Designated Beneficiary receives the
                              Death Benefit.
----------------------------
Contract Owner                Contract Owner's estate receives
                              the Death Benefit.
----------------------------
Annuitant                     The Contract Owner becomes the
                              Contingent Annuitant and the
                              Contract continues.
----------------------------
Annuitant                     Contingent Annuitant becomes the
                              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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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>
26
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

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

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.


If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.


Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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>
                                                                              27
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 QUALIFIED 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:

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
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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 continue Annuity Payouts for the remainder of the
guaranteed number of years or 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.

JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

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

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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


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,
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HARTFORD LIFE INSURANCE COMPANY
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- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.

Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium
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                                                 HARTFORD LIFE INSURANCE COMPANY
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Payments each Contract Year without a Contingent Deferred Sales Charge. You can
Surrender from the Accounts you select systematically on a monthly, quarterly,
semiannual, or annual basis. The Automatic Income Program may change based on
your instructions after your seventh Contract Year.

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

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

OTHER INFORMATION
--------------------------------------------------------------------------------

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, Senior Vice President, General Counsel and Corporate Secretary, Hartford
Life Insurance Company, P.O. Box 2999, Hartford, Connecticut 06104-2999.

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

MORE INFORMATION

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

Hartford Life Insurance Company
Attn: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
           1-800-862-7155 (Registered Representative)

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

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

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


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


    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.
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    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 (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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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.
<PAGE>
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                                                 HARTFORD LIFE INSURANCE COMPANY
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In determining whether the diversification standards are met, all securities of
the same issuer, all interests in the same real property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
treated as a separate issuer.

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

We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend to administer all
contracts subject to the diversification requirements in a manner that will
maintain adequate diversification.

  4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.

In order for a variable annuity contract to qualify for tax deferral, assets in
the separate accounts supporting the contract must be considered to be owned by
the insurance company and not by the contract owner. It is unclear under what
circumstances an investor is considered to have enough control over the assets
in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
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                                                 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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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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.


IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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

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

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

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

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
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HARTFORD LIFE INSURANCE COMPANY
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APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>         <S>
$10,000     partial Surrender divided by
$108,000    Contract Value prior to Surrender equals
 .09259     multiplied by
$105,000    Interest Accumulation Value for a total of
$ 9,722     to be deducted from the Interest Accumulation Value equals
$95,278     the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>         <S>
$10,000     partial Surrender divided by
$92,000     Contract Value prior to Surrender equals
 .10870     multiplied by
$105,000    Interest Accumulation Value for a total of
$11,413     to be deducted from the Interest Accumulation Value equals
$93,587     the New Interest Accumulation Value
</TABLE>

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


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1



Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

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HARTFORD LIFE INSURANCE COMPANY
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EXAMPLE 2



Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



- So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for The Director Choice
variable annuity 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
                         SERIES II OF THE DIRECTOR CHOICE


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: Investment Product Services, P.O. Box 5085, Hartford, Connecticut
06102-5085.


Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001






333-69485


<PAGE>

                                     -2-

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                 PAGE
-------                                                                 ----
<S>                                                                    <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY.........................   3

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

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

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

CALCULATION OF YIELD AND RETURN........................................   4

PERFORMANCE COMPARISONS................................................  10

FINANCIAL STATEMENTS ..................................................
</TABLE>

<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
                                 Date of Rating     Rating        Basis of Rating
-------------------------------------------------------------------------------------------
<S>                              <C>                <C>         <C>
A.M. Best and Company, Inc.         4/1/00            A+        Financial performance
-------------------------------------------------------------------------------------------
Standard & Poor's                   8/1/00            AA        Insurer financial strength
-------------------------------------------------------------------------------------------
Fitch                               5/1/00            AA+       Financial strength
-------------------------------------------------------------------------------------------
</TABLE>



These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.




                              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.

HSD is an affiliate of Hartford. Both HSD and Hartford are ultimately
controlled by The

<PAGE>

                                     -4-

Hartford Financial Services Group, Inc. The principal business address of
HSD is the same as Hartford.

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

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

Commissions will be paid by Hartford and will not be more than 7% of premium
payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Hartford currently pays HSD underwriting commissions for its role as Principal
Underwriter of all variable annuities associated with this Separate Account. For
the past three years, the aggregate dollar amount of underwriting commissions
paid to HSD in its role as Principal Underwriter has been: 1999: $159,553,734;
1998: $61,629,500; and 1997: $64,851,026. HSD has retained none of these
commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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 365/7 and subtracting 1 from
the result, according to the following formula:

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

A MONEY MARKET 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.

<PAGE>

                                     -5-

  YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------
SUB-ACCOUNT                                      YIELD        EFFECTIVE YIELD
---------------------------------------------------------------------------------
<S>                                             <C>           <C>
Hartford Money Market HLS Fund                   4.09%             4.18%
---------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest 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.

        YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
SUB-ACCOUNT                                                          YIELD
------------------------------------------------------------------------------
<S>                                                                 <C>
Hartford Bond HLS Fund                                               5.69%
------------------------------------------------------------------------------

<PAGE>

                                     -6-

------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                         8.30%
------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                5.51%
------------------------------------------------------------------------------
</TABLE>

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

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.


The following are the standardized average annual total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts, because as of December
31, 1999 the Sub-Accounts had not commenced operations.


    STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>

                               SEPARATE ACCOUNT
          SUB-ACCOUNT           INCEPTION DATE     1 YEAR          5 YEAR           10 YEAR     SINCE INCEPTION
                                                                                               OF SEPARATE ACCOUNT
------------------------------------------------------------------------------------------------------------------
<S>                            <C>               <C>              <C>              <C>           <C>
Mitchell Hutchins Series Trust      1/2/92         -0.92%          18.11%             N/A             8.37%
Growth and Income Portfolio
------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      9/29/98        -9.37%            N/A              N/A             -7.10%
Strategic Income Portfolio
------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                     -7-

<TABLE>
<S>                            <C>               <C>              <C>              <C>           <C>
------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      9/29/98         6.98%            N/A              N/A             25.78%
Tactical Allocation Portfolio
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%           10.63%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86        -13.23%           3.03%            3.73%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%           16.33%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%             N/A             15.15%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders  HLS        10/1/98        38.51%            N/A              N/A             61.69%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        10.32%            N/A              N/A             17.78%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%            N/A              N/A             -4.06%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%           13.72%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%            N/A              N/A             9.66%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%             N/A             6.02%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%            N/A              N/A             29.75%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/2/86         -6.41%           0.27%            1.09%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%           2.89%            3.44%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         53.78%            N/A              N/A             23.06%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%           14.16%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.


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

The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts, because as of December
31, 1999 the

<PAGE>

                                     -8-

Sub-Accounts had not commenced operations.

<PAGE>

                                     -9-

 NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE
         OF THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                     FUND                                                         SINCE INCEPTION
          SUB-ACCOUNT           INCEPTION DATE     1 YEAR          5 YEAR           10 YEAR            OF FUND
------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>              <C>             <C>
Mitchell Hutchins Series Trust      1/2/92          9.08%          20.56%             N/A             11.14%
Growth and Income Portfolio
------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      9/29/98         0.63%            N/A              N/A              2.51%
Strategic Income Portfolio
------------------------------------------------------------------------------------------------------------------
Mitchell Hutchins Series Trust      9/29/98        16.98%            N/A              N/A             35.01%
Tactical Allocation Portfolio
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%           12.57%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%           6.34%            6.07%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%           18.28%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%             N/A             17.61%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS         10/1/98        48.51%            N/A              N/A             70.84%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        20.32%            N/A              N/A             24.75%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%            N/A              N/A             5.57%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%           15.98%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%            N/A              N/A             12.86%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%             N/A              8.99%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%            N/A              N/A             34.65%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/30/80         3.59%           3.98%            3.80%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%           6.25%            5.77%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         63.78%            N/A              N/A             26.99%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%           16.42%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.


<PAGE>

                                     -10-

                             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
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

<PAGE>

                                     -11-

 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 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>
NATCITY DIRECTOR
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)         [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
I of NatCity Director variable annuity. Please read it carefully.

NatCity Director variable annuity is a contract between you and Hartford Life
Insurance Company where you agree to make at least one Premium Payment to us and
we agree to make a series of Annuity Payouts at a later date. This Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- ARMADA ADVANTAGE EQUITY GROWTH FUND SUB-ACCOUNT which purchases shares of
  Armada Advantage Equity Growth Fund

- ARMADA ADVANTAGE INTERNATIONAL EQUITY FUND SUB-ACCOUNT which purchases shares
  of Armada Advantage International Equity Fund

- ARMADA ADVANTAGE MID CAP GROWTH FUND SUB-ACCOUNT which purchases shares of
  Armada Advantage Mid Cap Growth Fund

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   12
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 13
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            13
--------------------------------------------------------------------------------
  The Separate Account                                                       14
--------------------------------------------------------------------------------
  The Funds                                                                  14
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              16
--------------------------------------------------------------------------------
FIXED ACCUMULATION FEATURE                                                   17
--------------------------------------------------------------------------------
THE CONTRACT                                                                 17
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               17
--------------------------------------------------------------------------------
  Charges and Fees                                                           20
--------------------------------------------------------------------------------
  Death Benefit                                                              22
--------------------------------------------------------------------------------
  Surrenders                                                                 24
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              26
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     28
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            29
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  29
--------------------------------------------------------------------------------
  More Information                                                           30
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   31
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     34
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           35
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           38
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

HARTFORD, WE OR OUR: HARTFORD LIFE INSURANCE COMPANY. Only Hartford is a
capitalized term in the prospectus.

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                               None
---------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                      7%
---------------------------------------------------------
    Second Year                                         6%
---------------------------------------------------------
    Third Year                                          6%
---------------------------------------------------------
    Fourth Year                                         5%
---------------------------------------------------------
    Fifth Year                                          4%
---------------------------------------------------------
    Sixth Year                                          3%
---------------------------------------------------------
    Seventh Year                                        2%
---------------------------------------------------------
    Eighth Year                                         0%
---------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                            $30
---------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
---------------------------------------------------------
    Mortality and Expense Risk Charge                1.25%
---------------------------------------------------------
    Total Separate Account Annual Expenses           1.25%
---------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
---------------------------------------------------------
    Optional Death Benefit Charge                    0.15%
---------------------------------------------------------
    Earnings Protection Benefit Charge               0.20%
---------------------------------------------------------
    Total Separate Account Annual Expenses with
     all optional charges                            1.60%
---------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (as a percentage of net assets)

<TABLE>
<CAPTION>
                                                                                     TOTAL FUND
                                                                                     OPERATING
                                                                   OTHER              EXPENSES
                                                                 EXPENSES      (INCLUDING ANY WAIVERS
                                         MANAGEMENT FEES      (INCLUDING ANY          AND ANY
                                     (INCLUDING ANY WAIVERS)  REIMBURSEMENTS)     REIMBURSEMENTS)
<S>                                  <C>                      <C>              <C>
-----------------------------------------------------------------------------------------------------
Armada Advantage Equity Growth
  Fund (1)                                     0.75%               1.00%                1.75%
-----------------------------------------------------------------------------------------------------
Armada Advantage International
  Equity Fund (2)                              1.15%               0.86%                2.01%
-----------------------------------------------------------------------------------------------------
Armada Advantage Mid Cap Growth
  Fund (2)                                     1.00%               0.59%                1.59%
-----------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                     0.63%               0.02%                0.65%
-----------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                         0.49%               0.03%                0.52%
-----------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS
  Fund                                         0.64%               0.02%                0.66%
-----------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS
  Fund                                         0.65%               0.03%                0.68%
-----------------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (3)            0.85%               0.25%                1.10%
-----------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund               0.74%               0.12%                0.86%
-----------------------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund
  (3)                                          0.85%               0.25%                1.10%
-----------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund            0.78%               0.04%                0.82%
-----------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                   0.66%               0.06%                0.72%
-----------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                        0.40%               0.03%                0.43%
-----------------------------------------------------------------------------------------------------
Hartford International Advisers HLS
  Fund                                         0.76%               0.09%                0.85%
-----------------------------------------------------------------------------------------------------
Hartford International
  Opportunities HLS Fund                       0.69%               0.09%                0.78%
-----------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                       0.76%               0.03%                0.79%
-----------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                 0.45%               0.02%                0.47%
-----------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS
  Fund                                         0.45%               0.03%                0.48%
-----------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                0.75%               0.03%                0.78%
-----------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                        0.46%               0.02%                0.48%
-----------------------------------------------------------------------------------------------------
</TABLE>

(1) The Fund's total actual annual fund operating expenses for the most recent
    fiscal year were less than the amount shown above because the Adviser is
    waiving a portion of their fees in order to keep total operating expenses at
    a specified level. The Adviser may discontinue all or part of their waivers
    at any time. With these fee waivers, the Fund's actual total operating
    expenses are 1.00%.

(2) Effective June 21, 2000, the Adviser plans to waive a portion of its fees.
    The Adviser may discontinue all or part of their waivers at any time. With
    these fee waivers, the actual Total Fund Operating Expenses for Armada
    Advantage International Equity Fund and Armada Advantage Mid Cap Growth Fund
    are as follows:

<TABLE>
<CAPTION>
                                                                                           TOTAL FUND
                                                                                           OPERATING
                                                    MANAGEMENT FEES    OTHER EXPENSES       EXPENSES
 <S>                                               <C>                 <C>             <C>
 --------------------------------------------------------------------------------------------------------
 Armada Advantage International Equity Fund              0.58%             0.86%             1.44%
 --------------------------------------------------------------------------------------------------------
 Armada Advantage Mid Cap Growth Fund                    0.50%             0.59%             1.09%
 --------------------------------------------------------------------------------------------------------
</TABLE>

(3) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

EXAMPLE




YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------
ARMADA VA ADVANTAGE
  EQUITY FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $92     $150      N/A       N/A     $31     $ 95      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $94     $155      N/A       N/A     $32     $100      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $94     $156      N/A       N/A     $33     $101      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $96     $161      N/A       N/A     $34     $106      N/A       N/A
-------------------------------------------------------------------------------------------------
ARMADA VA ADVANTAGE
  INTERNATIONAL EQUITY
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $95     $158      N/A       N/A     $33     $103      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $96     $162      N/A       N/A     $35     $108      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $97     $164      N/A       N/A     $35     $109      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $99     $168      N/A       N/A     $37     $114      N/A       N/A
-------------------------------------------------------------------------------------------------
ARMADA VA ADVANTAGE MID
  CAP GROWTH FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $91     $146      N/A       N/A     $29     $ 90      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $92     $150      N/A       N/A     $31     $ 95      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $93     $152      N/A       N/A     $31     $ 96      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $94     $156      N/A       N/A     $33     $101      N/A       N/A
-------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $230     $19     $ 61     $106      $229
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $154      $246     $21     $ 66     $114      $245
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $251     $22     $ 68     $116      $251
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $128     $164      $267     $23     $ 72     $124      $266
-------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $80     $114     $140      $216     $18     $ 57     $ 99      $215
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $119     $148      $232     $20     $ 62     $107      $232
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $82     $120     $150      $238     $20     $ 64     $110      $237
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $125     $158      $253     $22     $ 68     $117      $253
-------------------------------------------------------------------------------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $231     $20     $ 62     $106      $230
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $155      $247     $21     $ 66     $114      $246
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $252     $22     $ 68     $117      $252
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $165      $268     $23     $ 73     $125      $267
-------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $119     $148      $233     $20     $ 62     $108      $233
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $156      $249     $21     $ 67     $115      $248
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $125     $158      $254     $22     $ 69     $118      $254
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $166      $270     $23     $ 73     $126      $269
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131      N/A       N/A     $24     $ 75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26     $ 80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26     $ 81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28     $ 86      N/A       N/A
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $252     $22     $ 68     $117      $252
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $129     $165      $268     $23     $ 73     $125      $267
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $273     $24     $ 74     $127      $272
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $135     $175      $288     $25     $ 79     $135      $288
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR    3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>        <C>        <C>
-------------------------
ARMADA VA ADVANTAGE
  EQUITY FUND
-------------------------
  Without any optional
    benefits                 $31       $ 96        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $33       $100        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $33       $102        N/A        N/A
-------------------------
  With both optional
    benefits                 $35       $106        N/A        N/A
-------------------------
ARMADA VA ADVANTAGE
  INTERNATIONAL EQUITY
  FUND
-------------------------
  Without any optional
    benefits                 $34       $104        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $36       $108        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $36       $110        N/A        N/A
-------------------------
  With both optional
    benefits                 $38       $114        N/A        N/A
-------------------------
ARMADA VA ADVANTAGE MID
  CAP GROWTH FUND
-------------------------
  Without any optional
    benefits                 $30       $ 91        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $31       $ 96        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $32       $ 97        N/A        N/A
-------------------------
  With both optional
    benefits                 $33       $102        N/A        N/A
-------------------------
HARTFORD ADVISERS HLS
  FUND
-------------------------
  Without any optional
    benefits                 $20       $ 62       $107       $230
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $114       $246
-------------------------
  With Earnings
    Protection Benefit       $22       $ 68       $117       $251
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $267
-------------------------
HARTFORD BOND HLS FUND
-------------------------
  Without any optional
    benefits                 $19       $ 58       $100       $216
-------------------------
  With Optional Death
    Benefit                  $20       $ 63       $108       $232
-------------------------
  With Earnings
    Protection Benefit       $21       $ 64       $110       $238
-------------------------
  With both optional
    benefits                 $22       $ 69       $118       $253
-------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $ 62       $107       $231
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $115       $247
-------------------------
  With Earnings
    Protection Benefit       $22       $ 69       $118       $252
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $268
-------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $ 63       $108       $233
-------------------------
  With Optional Death
    Benefit                  $22       $ 68       $116       $249
-------------------------
  With Earnings
    Protection Benefit       $22       $ 69       $119       $254
-------------------------
  With both optional
    benefits                 $24       $ 74       $126       $270
-------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $ 76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $ 81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $ 82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $ 87        N/A        N/A
-------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $ 69       $118       $252
-------------------------
  With Optional Death
    Benefit                  $24       $ 73       $125       $268
-------------------------
  With Earnings
    Protection Benefit       $24       $ 75       $128       $273
-------------------------
  With both optional
    benefits                 $26       $ 79       $136       $288
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131      N/A       N/A     $24     $ 75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26     $ 80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26     $ 81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28     $ 86      N/A       N/A
-------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $123     $155      $248     $21     $ 67     $115      $247
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $128     $163      $264     $23     $ 71     $123      $263
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $129     $165      $269     $23     $ 73     $125      $268
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $173      $284     $25     $ 78     $133      $283
-------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $120     $150      $238     $20     $ 64     $110      $237
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $125     $158      $253     $22     $ 68     $117      $253
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $126     $160      $259     $22     $ 70     $120      $258
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $131     $168      $274     $24     $ 74     $128      $273
-------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $112     $135      $207     $17     $ 55     $ 94      $206
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $80     $116     $143      $223     $19     $ 59     $102      $222
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $118     $146      $228     $19     $ 61     $105      $227
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $82     $122     $153      $244     $21     $ 65     $113      $243
-------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $251     $22     $ 68     $116      $251
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $128     $164      $267     $23     $ 72     $124      $266
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $272     $24     $ 74     $127      $271
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $134     $174      $287     $25     $ 78     $134      $287
-------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21     $ 65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22     $ 70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23     $ 72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24     $ 76     $131      $279
-------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $154      $245     $21     $ 66     $113      $244
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $127     $161      $261     $22     $ 70     $121      $260
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $164      $266     $23     $ 72     $124      $265
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $171      $281     $24     $ 77     $131      $280
-------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $137      $211     $18     $ 56     $ 97      $210
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $117     $145      $227     $19     $ 61     $104      $226
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $232     $20     $ 62     $107      $232
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $155      $248     $21     $ 67     $115      $247
-------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18     $ 56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19     $ 61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20     $ 62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21     $ 67     $115      $248
-------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21     $ 65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22     $ 70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23     $ 72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24     $ 76     $131      $279
-------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18     $ 56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19     $ 61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20     $ 62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21     $ 67     $115      $248
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR    3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>        <C>        <C>
-------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $ 76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $ 81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $ 82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $ 87        N/A        N/A
-------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $ 67       $115       $248
-------------------------
  With Optional Death
    Benefit                  $23       $ 72       $123       $264
-------------------------
  With Earnings
    Protection Benefit       $24       $ 74       $126       $269
-------------------------
  With both optional
    benefits                 $25       $ 78       $134       $284
-------------------------
HARTFORD HIGH YIELD HLS
  FUND
-------------------------
  Without any optional
    benefits                 $21       $ 64       $110       $238
-------------------------
  With Optional Death
    Benefit                  $22       $ 69       $118       $253
-------------------------
  With Earnings
    Protection Benefit       $23       $ 70       $121       $259
-------------------------
  With both optional
    benefits                 $24       $ 75       $128       $274
-------------------------
HARTFORD INDEX HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $ 55       $ 95       $207
-------------------------
  With Optional Death
    Benefit                  $19       $ 60       $103       $223
-------------------------
  With Earnings
    Protection Benefit       $20       $ 61       $106       $228
-------------------------
  With both optional
    benefits                 $21       $ 66       $113       $244
-------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $ 68       $117       $251
-------------------------
  With Optional Death
    Benefit                  $24       $ 73       $125       $267
-------------------------
  With Earnings
    Protection Benefit       $24       $ 74       $127       $272
-------------------------
  With both optional
    benefits                 $26       $ 79       $135       $287
-------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $ 66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $ 71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $ 72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $ 77       $131       $280
-------------------------
HARTFORD MIDCAP HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $ 66       $114       $245
-------------------------
  With Optional Death
    Benefit                  $23       $ 71       $122       $261
-------------------------
  With Earnings
    Protection Benefit       $24       $ 73       $124       $266
-------------------------
  With both optional
    benefits                 $25       $ 77       $132       $281
-------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------
  Without any optional
    benefits                 $18       $ 56       $ 97       $211
-------------------------
  With Optional Death
    Benefit                  $20       $ 61       $105       $227
-------------------------
  With Earnings
    Protection Benefit       $20       $ 63       $108       $232
-------------------------
  With both optional
    benefits                 $22       $ 67       $115       $248
-------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $ 57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $ 61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $ 63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $ 68       $116       $249
-------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $ 66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $ 71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $ 72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $ 77       $131       $280
-------------------------
HARTFORD STOCK HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $ 57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $ 61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $ 63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $ 68       $116       $249
-------------------------
</TABLE>


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

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for Armada
Advantage Equity Growth Fund, Armada Advantage International Equity Fund, Armada
Advantage Mid Cap Growth Fund, Hartford Global Health HLS Fund and Hartford
Global Technology HLS Fund Sub-Accounts because as of December 31, 1999 the
Sub-Accounts had not commenced operations. No information is shown for the
Earnings Protection Benefit because as of December 31, 1999, the Earnings
Protection Benefit was not available.


<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT
  (Inception date March 8, 1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT
  (Inception date September 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1.451
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT
  (Inception date June 1, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.182               $1.281
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.422               $1.420
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                41,232                1,551
----------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (Inception date September 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.035               $1.084
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.070               $1.069
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,681                  707
----------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (Inception date May 1, 1987)
Accumulation Unit Value at beginning of
  period                                      $4.712               $5.181
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $5.608               $5.602
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               152,272                1,107
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT
  (Inception date March 1,1995)
Accumulation Unit Value at beginning of
  period                                      $1.476               $1.576
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.796               $1.794
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                57,797                  391
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT
  (Inception date July 2, 1990)
Accumulation Unit Value at beginning of
  period                                      $1.641               $1.806
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.267               $2.265
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               218,272                  449
----------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (Inception date July 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.371               $1.588
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.056               $2.054
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               118,306                1,455
----------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $1.716               $1.735
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.777               $1.776
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               213,832                1,061
----------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.211               $2.231
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.217               $2.214
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                69,555                  120
----------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT
  (Inception date August 9, 1996)
Accumulation Unit Value at beginning of
  period                                      $1.374               $1.510
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.251               $2.248
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               107,808                  726
----------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (Inception date August 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $6.066               $6.715
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.176               $7.169
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               432,424                2,105
----------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
                                                                              13
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                           4/1/00         A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                       8/1/00        AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                   5/1/00        AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Contract will equal the total of the payments
you make to us.

THE FUNDS

Armada Advantage Equity Growth Fund, Armada Advantage International Equity Fund,
and Armada Advantage Mid Cap Growth Fund are portfolios of The Armada Advantage
Fund (the "Trust"), an open-end management company which offers six separate and
diversified investment portfolios, each with a different investment objective.
The Trust was organized in the Commonwealth of Massachusetts on May 18, 1993.
The Trust is established exclusively for the purpose of providing an investment
vehicle for variable annuity contracts and variable life insurance policies
offered by the separate accounts of various life insurance companies. Shares of
the Trust are not offered to the general public but solely to such separate
accounts.

National City Investment Management Company ("IMC") provides investment advisory
services for the Armada Advantage Equity Growth Fund, Armada Advantage
International Equity Fund, and Armada Advantage Mid Cap Growth Fund. IMC, a
registered investment adviser, is a wholly-owned affiliate of National City
Corporation, a publicly-held financial holding company.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

ARMADA ADVANTAGE EQUITY GROWTH FUND -- Seeks to provide capital appreciation by
investing in a diversified portfolio of publicly traded larger cap equity
securities. Managed by National City Investment Management Company ("IMC").

ARMADA ADVANTAGE INTERNATIONAL EQUITY FUND -- Seeks to provide capital
appreciation by investing in a portfolio of equity securities of foreign
issuers, including common stock, preferred stock and convertible bonds of
companies headquartered outside the United States. Managed by IMC.

ARMADA ADVANTAGE MID CAP GROWTH FUND -- Seeks to provide capital appreciation by
investing in a diversified portfolio of publicly traded mid cap equity
securities. Managed by IMC.

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
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
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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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

* "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>
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                                                 HARTFORD LIFE INSURANCE COMPANY
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- 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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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.
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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FIXED ACCUMULATION FEATURE

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.

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;
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18
                                                 HARTFORD LIFE INSURANCE COMPANY
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- 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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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.
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HARTFORD LIFE INSURANCE COMPANY
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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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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
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                                                 HARTFORD LIFE INSURANCE COMPANY
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will accept transfer instructions, subject to our transfer restrictions, from
your designated third party 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

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

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

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

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant
<PAGE>
                                                                              21
HARTFORD LIFE INSURANCE COMPANY
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  or Contract Owner dies, unless the Contract Owner is not a natural person
  (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

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

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

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

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

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

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to

<PAGE>
22
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

an annual charge of 0.20% of your Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

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

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

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.

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


Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.



FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.



Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans," and the section entitled
"Appendix I -- Information Regarding Tax-Qualified Retirement Plans."


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

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.

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

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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment, had the spouse elected to receive the Death Benefit as a
lump sum payment. Spousal Contract continuation will only apply one time for
each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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 . . .
<S>                                  <C>                                  <C>
-------------------------------------------------------------------------------------------------------------
Contract Owner                       There is a surviving joint Contract  The Annuitant is living or deceased
                                     Owner
-------------------------------------------------------------------------------------------------------------
Contract Owner                       There is no surviving joint          The Annuitant is living or deceased
                                     Contract Owner
-------------------------------------------------------------------------------------------------------------
Contract Owner                       There is no surviving joint          The Annuitant is living or deceased
                                     Contract Owner and the Beneficiary
                                     predeceases the Contract Owner
-------------------------------------------------------------------------------------------------------------
Annuitant                            The Contract Owner is living         There is no named Contingent
                                                                          Annuitant
-------------------------------------------------------------------------------------------------------------
Annuitant                            The Contract Owner is living         The Contingent Annuitant is living
-------------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .                   THEN THE . . .
<S>                                  <C>
-----------------------------------
Contract Owner                       Joint Contract Owner receives the
                                     Death Benefit.
-----------------------------------
Contract Owner                       Designated Beneficiary receives the
                                     Death Benefit.
-----------------------------------
Contract Owner                       Contract Owner's estate receives
                                     the Death Benefit.
-----------------------------------
Annuitant                            The Contract Owner becomes the
                                     Contingent Annuitant and the
                                     Contract continues.
-----------------------------------
Annuitant                            Contingent Annuitant becomes the
                                     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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and
<PAGE>
                                                                              25
HARTFORD LIFE INSURANCE COMPANY
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- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

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

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.


If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.


Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or
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- Decrease to 66.67%, or

- Decrease to 50%.

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

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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

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

- monthly,

- quarterly,

- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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.
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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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.

Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

OTHER INFORMATION
--------------------------------------------------------------------------------

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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.
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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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
         1-800-862-7155 (Registered Representative)

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

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

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


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


    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.
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    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 (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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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
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HARTFORD LIFE INSURANCE COMPANY
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- no more than 90% is represented by any four investments.

In determining whether the diversification standards are met, all securities of
the same issuer, all interests in the same real property project, and all
interests in the same commodity are each treated as a single investment. In the
case of government securities, each government agency or instrumentality is
treated as a separate issuer.

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

We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend to administer all
contracts subject to the diversification requirements in a manner that will
maintain adequate diversification.

  4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.

In order for a variable annuity contract to qualify for tax deferral, assets in
the separate accounts supporting the contract must be considered to be owned by
the insurance company and not by the contract owner. It is unclear under what
circumstances an investor is considered to have enough control over the assets
in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
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                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
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36
                                                 HARTFORD LIFE INSURANCE COMPANY
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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.



IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

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

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$108,000  Contract Value prior to Surrender equals
 .09259   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$ 9,722   Value equals
$95,278   the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$92,000   Contract Value prior to Surrender equals
 .10870   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$11,413   Value equals
$93,587   the New Interest Accumulation Value
</TABLE>

<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

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                                                 HARTFORD LIFE INSURANCE COMPANY
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EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for NatCity Director variable
annuity 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
                                NATCITY DIRECTOR


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: Investment Product Services, P.O. Box 5085, Hartford,
Connecticut 06102-5085.




Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001







333-69485


<PAGE>



                                      -2-


                                TABLE OF CONTENTS

<TABLE>

SECTION                                                                              PAGE
-------                                                                              ----
<S>                                                                                 <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY.....................................   3

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

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

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

CALCULATION OF YIELD AND RETURN....................................................   4

PERFORMANCE COMPARISONS............................................................   9

FINANCIAL STATEMENTS ..............................................................
</TABLE>

<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.                        4/1/00               A+        Financial performance
----------------------------------------------------------------------------------------------------------------
Standard & Poor's                                  8/1/00               AA        Insurer financial strength
----------------------------------------------------------------------------------------------------------------
Fitch                                              5/1/00               AA+       Financial strength
----------------------------------------------------------------------------------------------------------------
</TABLE>



These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.




                              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. HSD
is an affiliate of Hartford.

<PAGE>

                                     -4-

Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc. The principal business address of HSD is the same as
that of Hartford.

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

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

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

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

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1999: $159,553,734; 1998: $61,629,500; and 1997: $64,851,026. HSD has
retained none of these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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,

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

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

A MONEY MARKET 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.

   YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
SUB-ACCOUNT                                   YIELD                   EFFECTIVE YIELD
---------------------------------------------------------------------------------------
<S>                                          <C>                      <C>
Hartford Money Market HLS Fund                4.09%                     4.18%
---------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day

<PAGE>

                                     -6-

period were computed by dividing the dividends and interest 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.

        YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
SUB-ACCOUNT                                                       YIELD
----------------------------------------------------------------------------
<S>                                                              <C>
Hartford Bond HLS Fund                                            5.69%
----------------------------------------------------------------------------
Hartford High Yield HLS Fund                                      8.30%
----------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                             5.51%
----------------------------------------------------------------------------
</TABLE>

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.


The following are the standardized average annual total return quotations for
the Sub-

<PAGE>

                                     -7-

Accounts. There is no information for Hartford Global Health HLS Fund and
Hartford Global Technology HLS Fund Sub-Accounts, because as of December 31,
1999 the Sub-Accounts had not commenced operations.


             STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED
                                DECEMBER 31, 1999


<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                              SEPARATE ACCOUNT                                                   SINCE INCEPTION
          SUB-ACCOUNT          INCEPTION DATE      1 YEAR          5 YEAR           10 YEAR    OF SEPARATE ACCOUNT
------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>             <C>               <C>        <C>
Armada Advantage Equity             9/13/99          N/A             N/A              N/A             3.58%
Growth Fund
------------------------------------------------------------------------------------------------------------------
Armada Advantage                    9/23/93          N/A             N/A              N/A             8.67%
International Equity Fund
------------------------------------------------------------------------------------------------------------------
Armada Advantage Mid Cap            9/23/93          N/A             N/A              N/A             9.62%
Growth Fund
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%           10.63%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86        -13.23%           3.03%            3.73%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%           16.33%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%             N/A             15.15%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS         10/1/98        38.51%            N/A              N/A             61.69%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        10.32%            N/A              N/A             17.78%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%            N/A              N/A             -4.06%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%           13.72%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%            N/A              N/A              9.66%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%             N/A              6.02%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%            N/A              N/A             29.75%

------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/2/86         -6.41%           0.27%            1.09%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%           2.89%            3.44%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         53.78%            N/A              N/A             23.06%
Fund
------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                     -8-
<TABLE>
<S>                            <C>                <C>             <C>               <C>        <C>
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%           14.16%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund for one year, five years, and ten years
or other periods. Non-standardized total return is measured in the same
manner as the standardized total return described above, except that the
contingent deferred sales charge and the Annual Maintenance Fee are not
deducted. Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account. The following are
the non-standardized annualized total return quotations for the Sub-Accounts.
There is no information for Hartford Global Health HLS Fund and Hartford
Global Technology HLS Fund Sub-Accounts, because as of December 31, 1999 the
Sub-Accounts had not commenced operations.

           NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE
              INCEPTION DATE OF THE SEPARATE ACCOUNT FOR YEAR ENDED
                            DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
          SUB-ACCOUNT                FUND           1 YEAR          5 YEAR           10 YEAR      SINCE INCEPTION
                                INCEPTION DATE                                                        OF FUND
------------------------------------------------------------------------------------------------------------------
<S>                            <C>                 <C>             <C>              <C>           <C>
Armada Advantage Equity             9/13/99          N/A             N/A              N/A             13.58%
Growth Fund
------------------------------------------------------------------------------------------------------------------
Armada Advantage                    9/23/93          N/A             N/A              N/A             12.08%
International Equity Fund
------------------------------------------------------------------------------------------------------------------
Armada Advantage Mid Cap            9/23/93          N/A             N/A              N/A             12.73%
Growth Fund
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%           12.57%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%           6.34%            6.07%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%           18.28%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%             N/A             17.61%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS         10/1/98        48.51%            N/A              N/A             70.84%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        20.32%            N/A              N/A             24.75%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%            N/A              N/A              5.57%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%           15.98%             N/A
------------------------------------------------------------------------------------------------------------------

<PAGE>

                                     -9-

------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%            N/A              N/A             12.86%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%             N/A              8.99%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%            N/A              N/A             34.65%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/30/80         3.59%           3.98%            3.80%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%           6.25%            5.77%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         63.78%            N/A              N/A             26.99%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%           16.42%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges.  Performance would have been lower had any optional death benefits
been available and been chosen.

                             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
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,

<PAGE>

                                     -10-

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 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>
THE HUNTINGTON DIRECTOR
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)         [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
I of The Huntington Director variable annuity. Please read it carefully.

The Huntington Director variable annuity is a contract between you and Hartford
Life Insurance Company where you agree to make at least one Premium Payment to
us and we agree to make a series of Annuity Payouts at a later date. This
Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- HUNTINGTON VA INCOME EQUITY FUND SUB-ACCOUNT which purchases shares of
  Huntington VA Income Equity Fund

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   12
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 13
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            13
--------------------------------------------------------------------------------
  The Separate Account                                                       14
--------------------------------------------------------------------------------
  The Funds                                                                  14
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              16
--------------------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURE                                               16
--------------------------------------------------------------------------------
THE CONTRACT                                                                 17
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               17
--------------------------------------------------------------------------------
  Charges and Fees                                                           19
--------------------------------------------------------------------------------
  Death Benefit                                                              21
--------------------------------------------------------------------------------
  Surrenders                                                                 24
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              26
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     28
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            29
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  29
--------------------------------------------------------------------------------
  More Information                                                           29
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   30
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     34
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           35
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           38
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

HARTFORD, WE OR OUR:HARTFORD LIFE INSURANCE COMPANY. Only Hartford is a
capitalized term in the prospectus.

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                               None
---------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                      7%
---------------------------------------------------------
    Second Year                                         6%
---------------------------------------------------------
    Third Year                                          6%
---------------------------------------------------------
    Fourth Year                                         5%
---------------------------------------------------------
    Fifth Year                                          4%
---------------------------------------------------------
    Sixth Year                                          3%
---------------------------------------------------------
    Seventh Year                                        2%
---------------------------------------------------------
    Eighth Year                                         0%
---------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                            $30
---------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
---------------------------------------------------------
    Mortality and Expense Risk Charge                1.25%
---------------------------------------------------------
    Total Separate Account Annual Expenses           1.25%
---------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                    0.15%
---------------------------------------------------------
    Earnings Protection Benefit Charge               0.20%
---------------------------------------------------------
    Total Separate Account Annual Expenses with
     all optional charges                            1.60%
---------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (As a percentage of net assets)

<TABLE>
<CAPTION>
                                                                         TOTAL FUND
                                                                          OPERATING
                                                                          EXPENSES
                                     MANAGEMENT FEES  OTHER EXPENSES   (INCLUDING ANY
                                     (INCLUDING ANY   (INCLUDING ANY   WAIVERS AND ANY
                                        WAIVERS)      REIMBURSEMENTS)  REIMBURSEMENTS)
<S>                                  <C>              <C>              <C>
--------------------------------------------------------------------------------------
Huntington VA Income Equity Fund
  (1)                                     0.10%            0.67%            0.77%
--------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                0.63%            0.02%            0.65%
--------------------------------------------------------------------------------------
Hartford Bond HLS Fund                    0.49%            0.03%            0.52%
--------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS
  Fund                                    0.64%            0.02%            0.66%
--------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS
  Fund                                    0.65%            0.03%            0.68%
--------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (2)       0.85%            0.25%            1.10%
--------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund          0.74%            0.12%            0.86%
--------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund
  (2)                                     0.85%            0.25%            1.10%
--------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund       0.78%            0.04%            0.82%
--------------------------------------------------------------------------------------
Hartford High Yield HLS Fund              0.66%            0.06%            0.72%
--------------------------------------------------------------------------------------
Hartford Index HLS Fund                   0.40%            0.03%            0.43%
--------------------------------------------------------------------------------------
Hartford International Advisers HLS
  Fund                                    0.76%            0.09%            0.85%
--------------------------------------------------------------------------------------
Hartford International
  Opportunities HLS Fund                  0.69%            0.09%            0.78%
--------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                  0.76%            0.03%            0.79%
--------------------------------------------------------------------------------------
Hartford Money Market HLS Fund            0.45%            0.02%            0.47%
--------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS
  Fund                                    0.45%            0.03%            0.48%
--------------------------------------------------------------------------------------
Hartford Small Company HLS Fund           0.75%            0.03%            0.78%
--------------------------------------------------------------------------------------
Hartford Stock HLS Fund                   0.46%            0.02%            0.48%
--------------------------------------------------------------------------------------
</TABLE>

(1) Huntington VA Income Equity Fund commenced operations on October 20, 1999.
    "Total Fund Operating Expenses" are based on estimates of expenses to be
    incurred in its initial full fiscal year after waivers and reimbursements.
    Huntington National Bank has contractually agreed to waive a portion of its
    fees and make reimbursements to the Fund through April 30, 2001 in order to
    reduce total operating expenses of the Fund. Absent waivers and
    reimbursements, the Management Fees and Total Fund Operating Expenses for
    the initial full fiscal year are expected to be:

<TABLE>
<CAPTION>
                                                                TOTAL FUND
                                                       OTHER    OPERATING
                                     MANAGEMENT FEES  EXPENSES   EXPENSES
<S>                                  <C>              <C>       <C>
--------------------------------------------------------------------------
Huntington VA Income Equity Fund          0.60%         1.50%      2.10%
--------------------------------------------------------------------------
</TABLE>

(2) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE



YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------
HUNTINGTON VA INCOME
EQUITY FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $243     $21      $65     $112      $242
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $160      $259     $22      $70     $120      $258
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $264     $23      $71     $123      $263
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $170      $279     $24      $76     $130      $278
-------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $230     $19      $61     $106      $229
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $154      $246     $21      $66     $114      $245
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $251     $22      $68     $116      $251
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $128     $164      $267     $23      $72     $124      $266
-------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $80     $114     $140      $216     $18      $57     $ 99      $215
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $119     $148      $232     $20      $62     $107      $232
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $82     $120     $150      $238     $20      $64     $110      $237
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $125     $158      $253     $22      $68     $117      $253
-------------------------------------------------------------------------------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $118     $147      $231     $20      $62     $106      $230
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $155      $247     $21      $66     $114      $246
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $252     $22      $68     $117      $252
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $165      $268     $23      $73     $125      $267
-------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $125     $158      $254     $22      $69     $118      $254
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $166      $270     $23      $73     $126      $269
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131      N/A       N/A     $24      $75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26      $80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26      $81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28      $86      N/A       N/A
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $252     $22      $68     $117      $252
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $129     $165      $268     $23      $73     $125      $267
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $273     $24      $74     $127      $272
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $135     $175      $288     $25      $79     $135      $288
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $86     $131      N/A       N/A     $24      $75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26      $80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26      $81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28      $86      N/A       N/A
-------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $128     $163      $264     $23      $71     $123      $263
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $129     $165      $269     $23      $73     $125      $268
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $173      $284     $25      $78     $133      $283
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                   1 YEAR     3 YEARS  5 YEARS   10 YEARS
<S>                        <C>           <C>      <C>       <C>
-------------------------
HUNTINGTON VA INCOME
EQUITY FUND
-------------------------
  Without any optional
    benefits                    $21        $66      $113      $243
-------------------------
  With Optional Death
    Benefit                     $23        $70      $121      $259
-------------------------
  With Earnings
    Protection Benefit          $23        $72      $123      $264
-------------------------
  With both optional
    benefits                    $25        $77      $131      $279
-------------------------
HARTFORD ADVISERS HLS
  FUND
-------------------------
  Without any optional
    benefits                    $20        $62      $107      $230
-------------------------
  With Optional Death
    Benefit                     $22        $67      $114      $246
-------------------------
  With Earnings
    Protection Benefit          $22        $68      $117      $251
-------------------------
  With both optional
    benefits                    $24        $73      $125      $267
-------------------------
HARTFORD BOND HLS FUND
-------------------------
  Without any optional
    benefits                    $19        $58      $100      $216
-------------------------
  With Optional Death
    Benefit                     $20        $63      $108      $232
-------------------------
  With Earnings
    Protection Benefit          $21        $64      $110      $238
-------------------------
  With both optional
    benefits                    $22        $69      $118      $253
-------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------
  Without any optional
    benefits                    $20        $62      $107      $231
-------------------------
  With Optional Death
    Benefit                     $22        $67      $115      $247
-------------------------
  With Earnings
    Protection Benefit          $22        $69      $118      $252
-------------------------
  With both optional
    benefits                    $24        $73      $125      $268
-------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------
  Without any optional
    benefits                    $20        $63      $108      $233
-------------------------
  With Optional Death
    Benefit                     $22        $68      $116      $249
-------------------------
  With Earnings
    Protection Benefit          $22        $69      $119      $254
-------------------------
  With both optional
    benefits                    $24        $74      $126      $270
-------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------
  Without any optional
    benefits                    $25        $76       N/A       N/A
-------------------------
  With Optional Death
    Benefit                     $26        $81       N/A       N/A
-------------------------
  With Earnings
    Protection Benefit          $27        $82       N/A       N/A
-------------------------
  With both optional
    benefits                    $28        $87       N/A       N/A
-------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------
  Without any optional
    benefits                    $22        $69      $118      $252
-------------------------
  With Optional Death
    Benefit                     $24        $73      $125      $268
-------------------------
  With Earnings
    Protection Benefit          $24        $75      $128      $273
-------------------------
  With both optional
    benefits                    $26        $79      $136      $288
-------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------
  Without any optional
    benefits                    $25        $76       N/A       N/A
-------------------------
  With Optional Death
    Benefit                     $26        $81       N/A       N/A
-------------------------
  With Earnings
    Protection Benefit          $27        $82       N/A       N/A
-------------------------
  With both optional
    benefits                    $28        $87       N/A       N/A
-------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------
  Without any optional
    benefits                    $22        $67      $115      $248
-------------------------
  With Optional Death
    Benefit                     $23        $72      $123      $264
-------------------------
  With Earnings
    Protection Benefit          $24        $74      $126      $269
-------------------------
  With both optional
    benefits                    $25        $78      $134      $284
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS
FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $120     $150      $238     $20      $64     $110      $237
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $125     $158      $253     $22      $68     $117      $253
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $126     $160      $259     $22      $70     $120      $258
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $131     $168      $274     $24      $74     $128      $273
-------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $112     $135      $207     $17      $55     $ 94      $206
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $80     $116     $143      $223     $19      $59     $102      $222
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $83     $124     $157      $251     $22      $68     $116      $251
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $128     $164      $267     $23      $72     $124      $266
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $272     $24      $74     $127      $271
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $134     $174      $287     $25      $78     $134      $287
-------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $154      $245     $21      $66     $113      $244
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $127     $161      $261     $22      $70     $121      $260
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $164      $266     $23      $72     $124      $265
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $171      $281     $24      $77     $131      $280
-------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $137      $211     $18      $56     $ 97      $210
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $117     $145      $227     $19      $61     $104      $226
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $232     $20      $62     $107      $232
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND
-------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR   3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>       <C>        <C>
-------------------------
HARTFORD HIGH YIELD HLS
FUND
-------------------------
  Without any optional
    benefits                 $21       $64       $110       $238
-------------------------
  With Optional Death
    Benefit                  $22       $69       $118       $253
-------------------------
  With Earnings
    Protection Benefit       $23       $70       $121       $259
-------------------------
  With both optional
    benefits                 $24       $75       $128       $274
-------------------------
HARTFORD INDEX HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $55       $ 95       $207
-------------------------
  With Optional Death
    Benefit                  $19       $60       $103       $223
-------------------------
  With Earnings
    Protection Benefit       $20       $61       $106       $228
-------------------------
  With both optional
    benefits                 $21       $66       $113       $244
-------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $68       $117       $251
-------------------------
  With Optional Death
    Benefit                  $24       $73       $125       $267
-------------------------
  With Earnings
    Protection Benefit       $24       $74       $127       $272
-------------------------
  With both optional
    benefits                 $26       $79       $135       $287
-------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
HARTFORD MIDCAP HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $66       $114       $245
-------------------------
  With Optional Death
    Benefit                  $23       $71       $122       $261
-------------------------
  With Earnings
    Protection Benefit       $24       $73       $124       $266
-------------------------
  With both optional
    benefits                 $25       $77       $132       $281
-------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------
  Without any optional
    benefits                 $18       $56       $ 97       $211
-------------------------
  With Optional Death
    Benefit                  $20       $61       $105       $227
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $232
-------------------------
  With both optional
    benefits                 $22       $67       $115       $248
-------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
HARTFORD STOCK HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
</TABLE>


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

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund
Sub-Accounts because as of December 31, 1999 the Sub-Accounts had not commenced
operations. No information is shown for the Earnings Protection Benefit because
as of December 31, 1999, the Earnings Protection Benefit was not available.


<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HUNTINGTON VA INCOME EQUITY FUND
  SUB-ACCOUNT
  (INCEPTION DATE NOVEMBER 1, 1999)
Accumulation Unit Value at beginning of
  period                                      $1.000               $1.000
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $0.993               $0.993
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                   224                    6
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 8, 1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1.451
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE JUNE 1, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.182               $1.281
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.422               $1.420
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                41,232                1,551
----------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.035               $1.084
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.070               $1.069
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,681                  707
----------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MAY 1, 1987)
Accumulation Unit Value at beginning of
  period                                      $4.712               $5.181
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $5.608               $5.602
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               152,272                1,107
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 1, 1995)
Accumulation Unit Value at beginning of
  period                                      $1.476               $1.576
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.796               $1.794
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                57,797                  391
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 2, 1990)
Accumulation Unit Value at beginning of
  period                                      $1.641               $1.806
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.267               $2.265
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               218,272                  449
----------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.371               $1.588
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.056               $2.054
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               118,306                1,455
----------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $1.716               $1.735
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.777               $1.776
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               213,832                1,061
----------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.211               $2.231
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.217               $2.214
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                69,555                  120
----------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 9, 1996)
Accumulation Unit Value at beginning of
  period                                      $1.374               $1.510
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.251               $2.248
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               107,808                  726
----------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $6.066               $6.715
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.176               $7.169
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               432,424                2,105
----------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
                                                                              13
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                            4/1/00        A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                        8/1/00       AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                    5/1/00       AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Contract will equal the total of the payments
you make to us.

THE FUNDS

Huntington VA Income Equity Fund is administered and advised by The Huntington
National Bank ("Huntington"). SEI Investments Mutual Funds Services, Inc. serves
as sub-administrator. Huntington VA Income Equity Fund is a diversified series
of Huntington VA Funds, a Massachusetts business trust registered with the
Securities and Exchange Commission as an open-end management investment company.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

HUNTINGTON VA INCOME EQUITY FUND -- Seeks to achieve high current income and
moderate appreciation of capital primarily through investment in
income-producing equity securities. Advised by Huntington.

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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by high quality growth companies worldwide
that, in the opinion of Wellington Management, are leaders within their
respective industries as
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
indicated by an established market presence and strong competitive position on a
global, regional or country basis. Sub-advised by Wellington Management.

HARTFORD GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

- Arrange for the handling and tallying of proxies received from Contract
  Owners.

- Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

- Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.

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

SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under your
contract. We may, in our sole discretion, establish new Funds. New Funds will be
made available to existing Contract Owners as we determine

* "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>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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.

FIXED ACCUMULATION FEATURE
--------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to
<PAGE>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
the laws governing the investments of insurance company General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.

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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.
<PAGE>
18
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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.
<PAGE>
                                                                              19
HARTFORD LIFE INSURANCE COMPANY
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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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

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

We may assess a Contingent Deferred Sales Charge when you request a full or
partial Surrender. The Contingent Deferred
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20
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
Sales Charge is based on the amount you choose to Surrender and how long your
Premium Payments have been in the Contract. Each Premium Payment has its own
Contingent Deferred Sales Charge schedule. Premium Payments are Surrendered in
the order in which they were received. The longer you leave your Premium
Payments in the Contract, the lower the Contingent Deferred Sales Charge will be
when you Surrender. The amount assessed a Contingent Deferred Sales Charge will
not exceed your total Premium Payments.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings,
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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then from Premium Payments held in your Contract for more than seven years and
then from Premium Payments invested for less than seven years. Only Premium
Payments invested for less than seven years are subject to a Contingent Deferred
Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

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

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

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

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

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

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account and the dollar amount for the Fixed Accumulation Feature for
each Beneficiary's portion of the proceeds.

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

<PAGE>
                                                                              23
HARTFORD LIFE INSURANCE COMPANY
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FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.



Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."


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

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.

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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment option. If the Contract continues with the spouse as Contract Owner, we
will adjust the Contract Value to the
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24
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
amount that we would have paid as the Death Benefit payment, had the spouse
elected to receive the Death Benefit as a lump sum payment. Spousal Contract
continuation will only apply one time for each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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 . . .
<S>                           <C>                                  <C>
------------------------------------------------------------------------------------------------------
Contract Owner                There is a surviving joint Contract  The Annuitant is living or deceased
                              Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner and the Beneficiary
                              predeceases the Contract Owner
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         There is no named Contingent
                                                                   Annuitant
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         The Contingent Annuitant is living
------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .            THEN THE . . .
<S>                           <C>
----------------------------
Contract Owner                Joint Contract Owner receives the
                              Death Benefit.
----------------------------
Contract Owner                Designated Beneficiary receives the
                              Death Benefit.
----------------------------
Contract Owner                Contract Owner's estate receives
                              the Death Benefit.
----------------------------
Annuitant                     The Contract Owner becomes the
                              Contingent Annuitant and the
                              Contract continues.
----------------------------
Annuitant                     Contingent Annuitant becomes the
                              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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT
DATE -- You may Surrender your Contract on or after the Annuity Commencement
Date only if you selected the Payment For a Period Certain Annuity Payout
Option. Under this option,
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HARTFORD LIFE INSURANCE COMPANY
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we pay you the Commuted Value of your Contract minus any applicable Contingent
Deferred Sales Charges. The Commuted Value is determined on the day we receive
your written request for Surrender.

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.

If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.

Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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 QUALIFIED TAX ADVISER BEFORE MAKING ANY
SURRENDERS. PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE
INFORMATION.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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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:

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

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

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 may continue Annuity Payouts
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HARTFORD LIFE INSURANCE COMPANY
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for the remainder of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

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

- monthly,

- quarterly,

- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.

Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, depending on your income needs.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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-PROGRAM -- INVESTEASE is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
         1-800-862-7155 (Registered Representative)
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                                                 HARTFORD LIFE INSURANCE COMPANY
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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 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
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HARTFORD LIFE INSURANCE COMPANY
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    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.


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


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

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

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

    f. REQUIRED DISTRIBUTIONS.


  i. Death of Contract Owner or Primary Annuitant


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

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

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

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


 ii. Alternative Election to Satisfy Distribution Requirements


If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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
<PAGE>
                                                                              33
HARTFORD LIFE INSURANCE COMPANY
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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
34
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
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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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
<PAGE>
36
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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.


IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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

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

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

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

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
38
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$108,000  Contract Value prior to Surrender equals
 .09259   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$ 9,722   Value equals
$95,278   the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$ 10,000  partial Surrender divided by
$ 92,000  Contract Value prior to Surrender equals
  .10870  multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$ 11,413  Value equals
$ 93,587  the New Interest Accumulation Value
</TABLE>

<PAGE>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
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EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for The Huntington Director
variable annuity 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
                    THE HUNTINGTON DIRECTOR VARIABLE ANNUITY


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

To obtain a prospectus, send a written request to Hartford Life Insurance
Company Attn: Investment Product Services, P.O. Box 5085, Hartford, Connecticut
06102-5085.



Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001









333-69485


<PAGE>



                                     -2-


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                                PAGE
-------                                                                                ----
<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>

                                     -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.              4/1/00               A+        Financial performance
-----------------------------------------------------------------------------------------------------
Standard & Poor's                        8/1/00               AA        Insurer financial strength
-----------------------------------------------------------------------------------------------------
Fitch                                    5/1/00               AA+       Financial strength
-----------------------------------------------------------------------------------------------------
</TABLE>



These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.


                              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.
HSD is an affiliate of Hartford.

<PAGE>

                                     -4-

Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc. The principal business address of HSD is the same as
that of Hartford.

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

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

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

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

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1999: $159,553.734; 1998: $61,629,500; and 1997: $64,851,026. HSD has
retained none of these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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,

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

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

THE MONEY MARKET FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES
ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

  YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
SUB-ACCOUNT                                  YIELD                 EFFECTIVE YIELD
-------------------------------------------------------------------------------------
<S>                                         <C>                    <C>
Hartford Money Market HLS Fund                4.09%                    4.18%
-------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a

<PAGE>

                                     -6-

Contract Owner's account over the base period. Yield quotations based on a
30-day period were computed by dividing the dividends and interest 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.

            YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
SUB-ACCOUNT                                                        YIELD
-----------------------------------------------------------------------------
<S>                                                               <C>
Hartford Bond HLS Fund                                             5.69%
-----------------------------------------------------------------------------
Hartford High Yield HLS Fund                                       8.30%
-----------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                              5.51%
-----------------------------------------------------------------------------
</TABLE>

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.


<PAGE>

                                     -7-

The following are the standardized average annual total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts because as of December
31, 1999 the Sub-Accounts had not commenced operations.

   STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                SEPARATE ACCOUNT                                                 SINCE INCEPTION
          SUB-ACCOUNT            INCEPTION DATE    1 YEAR          5 YEAR           10 YEAR    OF SEPARATE ACCOUNT
------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>              <C>         <C>
Huntington VA Income Equity        10/20/99          N/A             N/A              N/A             -10.62
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%           10.63%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86        -13.23%           3.03%            3.73%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%           16.33%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%             N/A             15.15%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS        10/01/98        38.51%            N/A              N/A             61.69%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        10.32%            N/A              N/A             17.78%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund       10/01/98        -6.60%            N/A              N/A             -4.06%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%           13.72%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%            N/A              N/A              9.66%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%             N/A              6.02%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%            N/A              N/A             29.75%

------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/2/86         -6.41%           0.27%            1.09%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%           2.89%            3.44%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         53.78%            N/A              N/A             23.06%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%           14.16%             N/A

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

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund for one year, five years, and ten years
or other periods. Non-

<PAGE>

                                     -8-

standardized total return is measured in the same manner as the standardized
total return described above, except that the contingent deferred sales
charge and the Annual Maintenance Fee are not deducted. Therefore,
non-standardized total return for a Sub-Account is higher than standardized
total return for a Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford Global Technology HLS Fund Sub-Accounts because as of December
31, 1999 the Sub-Accounts had not commenced operations.

  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
            THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
          SUB-ACCOUNT                FUND          1 YEAR          5 YEAR           10 YEAR      SINCE INCEPTION
                                INCEPTION DATE                                                       OF FUND
------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>             <C>              <C>         <C>
Huntington VA Income Equity        10/20/99          N/A             N/A              N/A             -0.62
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%           12.57%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%           6.34%            6.07%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%           18.28%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%             N/A             17.61%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS        10/01/98        48.51%            N/A              N/A             70.84%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        20.32%            N/A              N/A             24.75%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund       10/01/98         3.40%            N/A              N/A              5.57%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%           15.98%             N/A

------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%            N/A              N/A             12.86%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%             N/A              8.99%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%            N/A              N/A             34.65%

------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/30/80         3.59%           3.98%            3.80%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%           6.25%            5.77%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         63.78%            N/A              N/A             26.99%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%           16.42%             N/A

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

<PAGE>

                                     -9-

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

                             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
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

<PAGE>

                                     -10-

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 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>
THE DIRECTOR SOLUTION
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)         [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
I of The Director Solution variable annuity. Please read it carefully.

The Director Solution 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
Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- MERRILL LYNCH GLOBAL GROWTH FOCUS FUND SUB-ACCOUNT which purchases Class A
  shares of Merrill Lynch Global Growth Focus Fund of Merrill Lynch Variable
  Series Funds, Inc.

- MERCURY V.I. U.S. LARGE CAP FUND SUB-ACCOUNT which purchases Class A shares of
  Mercury V.I. U.S. Large Cap Fund of Mercury Asset Management V.I. Funds, Inc.

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT::

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   12
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 13
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            13
--------------------------------------------------------------------------------
  The Separate Account                                                       14
--------------------------------------------------------------------------------
  The Funds                                                                  14
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              16
--------------------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURE                                               17
--------------------------------------------------------------------------------
THE CONTRACT                                                                 17
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               17
--------------------------------------------------------------------------------
  Charges and Fees                                                           20
--------------------------------------------------------------------------------
  Death Benefit                                                              22
--------------------------------------------------------------------------------
  Surrenders                                                                 24
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              26
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     28
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            29
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  29
--------------------------------------------------------------------------------
  More Information                                                           29
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   30
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     34
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           35
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           38
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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,
Connecticut 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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

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

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                                None
----------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                       7%
----------------------------------------------------------
    Second Year                                          6%
----------------------------------------------------------
    Third Year                                           6%
----------------------------------------------------------
    Fourth Year                                          5%
----------------------------------------------------------
    Fifth Year                                           4%
----------------------------------------------------------
    Sixth Year                                           3%
----------------------------------------------------------
    Seventh Year                                         2%
----------------------------------------------------------
    Eighth Year                                          0%
----------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                             $30
----------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
    Mortality and Expense Risk Charge                 1.25%
----------------------------------------------------------
    Total Separate Account Annual Expenses            1.25%
----------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                     0.15%
----------------------------------------------------------
    Earnings Protection Benefit                       0.20%
----------------------------------------------------------
    Total Separate Account Annual Expenses with
     all optional charges                             1.60%
----------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (as a percentage of net assets)

<TABLE>
<CAPTION>
                                                                 TOTAL FUND
                                                        OTHER    OPERATING
                                     MANAGEMENT FEES  EXPENSES    EXPENSES
<S>                                  <C>              <C>        <C>
---------------------------------------------------------------------------
Merrill Lynch Global Growth Focus
  Fund                                       0.75%      0.12%       0.87%
---------------------------------------------------------------------------
Mercury V.I. U.S. Large Cap Fund             0.65%      2.18%       2.83%
---------------------------------------------------------------------------
Hartford Advisers HLS Fund                   0.63%      0.02%       0.65%
---------------------------------------------------------------------------
Hartford Bond HLS Fund                       0.49%      0.03%       0.52%
---------------------------------------------------------------------------
Hartford Capital Appreciation HLS
  Fund                                       0.64%      0.02%       0.66%
---------------------------------------------------------------------------
Hartford Dividend and Growth HLS
  Fund                                       0.65%      0.03%       0.68%
---------------------------------------------------------------------------
Hartford Global Health HLS Fund (1)          0.85%      0.25%       1.10%
---------------------------------------------------------------------------
Hartford Global Leaders HLS Fund             0.74%      0.12%       0.86%
---------------------------------------------------------------------------
Hartford Global Technology HLS Fund
  (1)                                        0.85%      0.25%       1.10%
---------------------------------------------------------------------------
Hartford Growth and Income HLS Fund          0.78%      0.04%       0.82%
---------------------------------------------------------------------------
Hartford High Yield HLS Fund                 0.66%      0.06%       0.72%
---------------------------------------------------------------------------
Hartford Index HLS Fund                      0.40%      0.03%       0.43%
---------------------------------------------------------------------------
Hartford International Advisers HLS
  Fund                                       0.76%      0.09%       0.85%
---------------------------------------------------------------------------
Hartford International
  Opportunities HLS Fund                     0.69%      0.09%       0.78%
---------------------------------------------------------------------------
Hartford MidCap HLS Fund                     0.76%      0.03%       0.79%
---------------------------------------------------------------------------
Hartford Money Market HLS Fund               0.45%      0.02%       0.47%
---------------------------------------------------------------------------
Hartford Mortgage Securities HLS
  Fund                                       0.45%      0.03%       0.48%
---------------------------------------------------------------------------
Hartford Small Company HLS Fund              0.75%      0.03%       0.78%
---------------------------------------------------------------------------
Hartford Stock HLS Fund                      0.46%      0.02%       0.48%
---------------------------------------------------------------------------
</TABLE>

(1) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE

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


YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                             If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
--------------------------------------------------------------------------------------------------
MERRILL LYNCH GLOBAL
  GROWTH FOCUS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 83     $125     $158      $253     $22     $ 68     $117      $253
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 85     $129     $165      $269     $23     $ 73     $125      $268
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 85     $131     $168      $274     $24     $ 74     $128      $273
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 87     $135     $175      $289     $25     $ 79     $135      $289
--------------------------------------------------------------------------------------------------
MERCURY V.I. U.S. LARGE
  CAP FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $103     $181     $251      $439     $42     $128     $215      $438
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $105     $186     $258      $452     $43     $132     $222      $451
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $105     $187     $261      $456     $44     $134     $224      $455
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $107     $191     $267      $469     $45     $138     $231      $468
--------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS
  FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 81     $118     $147      $230     $19     $ 61     $106      $229
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 83     $123     $154      $246     $21     $ 66     $114      $245
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 83     $124     $157      $251     $22     $ 68     $116      $251
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 85     $128     $164      $267     $23     $ 72     $124      $266
--------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 80     $114     $140      $216     $18     $ 57     $ 99      $215
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 81     $119     $148      $232     $20     $ 62     $107      $232
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 82     $120     $150      $238     $20     $ 64     $110      $237
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 83     $125     $158      $253     $22     $ 68     $117      $253
--------------------------------------------------------------------------------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 81     $118     $147      $231     $20     $ 62     $106      $230
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 83     $123     $155      $247     $21     $ 66     $114      $246
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 83     $124     $157      $252     $22     $ 68     $117      $252
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 85     $129     $165      $268     $23     $ 73     $125      $267
--------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 81     $119     $148      $233     $20     $ 62     $108      $233
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 83     $123     $156      $249     $21     $ 67     $115      $248
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 83     $125     $158      $254     $22     $ 69     $118      $254
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 85     $129     $166      $270     $23     $ 73     $126      $269
--------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 86     $131      N/A       N/A     $24     $ 75      N/A       N/A
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 87     $136      N/A       N/A     $26     $ 80      N/A       N/A
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 88     $137      N/A       N/A     $26     $ 81      N/A       N/A
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 89     $142      N/A       N/A     $28     $ 86      N/A       N/A
--------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
--------------------------------------------------------------------------------------------------
    Without any optional
      benefits              $ 83     $124     $157      $252     $22     $ 68     $117      $252
--------------------------------------------------------------------------------------------------
    With Optional Death
      Benefit               $ 85     $129     $165      $268     $23     $ 73     $125      $267
--------------------------------------------------------------------------------------------------
    With Earnings
      Protection Benefit    $ 85     $130     $167      $273     $24     $ 74     $127      $272
--------------------------------------------------------------------------------------------------
    With both optional
      benefits              $ 87     $135     $175      $288     $25     $ 79     $135      $288
--------------------------------------------------------------------------------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 86     $131      N/A       N/A     $24     $ 75      N/A       N/A
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 87     $136      N/A       N/A     $26     $ 80      N/A       N/A
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 88     $137      N/A       N/A     $26     $ 81      N/A       N/A
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 89     $142      N/A       N/A     $28     $ 86      N/A       N/A
--------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR    3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>        <C>        <C>
-------------------------
MERRILL LYNCH GLOBAL
  GROWTH FOCUS FUND
-------------------------
  Without any optional
    benefits                 $22       $ 69       $118       $253
-------------------------
  With Optional Death
    Benefit                  $24       $ 74       $126       $269
-------------------------
  With Earnings
    Protection Benefit       $24       $ 75       $128       $274
-------------------------
  With both optional
    benefits                 $26       $ 80       $136       $289
-------------------------
MERCURY V.I. U.S. LARGE
  CAP FUND
-------------------------
  Without any optional
    benefits                 $42       $128       $215       $439
-------------------------
  With Optional Death
    Benefit                  $44       $133       $223       $452
-------------------------
  With Earnings
    Protection Benefit       $44       $134       $225       $456
-------------------------
  With both optional
    benefits                 $46       $139       $232       $469
-------------------------
HARTFORD ADVISERS HLS
  FUND
-------------------------
  Without any optional
    benefits                 $20       $ 62       $107       $230
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $114       $246
-------------------------
  With Earnings
    Protection Benefit       $22       $ 68       $117       $251
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $267
-------------------------
HARTFORD BOND HLS FUND
-------------------------
  Without any optional
    benefits                 $19       $ 58       $100       $216
-------------------------
  With Optional Death
    Benefit                  $20       $ 63       $108       $232
-------------------------
  With Earnings
    Protection Benefit       $21       $ 64       $110       $238
-------------------------
  With both optional
    benefits                 $22       $ 69       $118       $253
-------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $ 62       $107       $231
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $115       $247
-------------------------
  With Earnings
    Protection Benefit       $22       $ 69       $118       $252
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $268
-------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
-------------------------
  Without any optional
    benefits                 $20       $ 63       $108       $233
-------------------------
  With Optional Death
    Benefit                  $22       $ 68       $116       $249
-------------------------
  With Earnings
    Protection Benefit       $22       $ 69       $119       $254
-------------------------
  With both optional
    benefits                 $24       $ 74       $126       $270
-------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $ 76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $ 81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $ 82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $ 87        N/A        N/A
-------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
-------------------------
    Without any optional
      benefits               $22       $ 69       $118       $252
-------------------------
    With Optional Death
      Benefit                $24       $ 73       $125       $268
-------------------------
    With Earnings
      Protection Benefit     $24       $ 75       $128       $273
-------------------------
    With both optional
      benefits               $26       $ 79       $136       $288
-------------------------
HARTFORD GLOBAL
  TECHNOLOGY HLS FUND
-------------------------
  Without any optional
    benefits                 $25       $ 76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $ 81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $ 82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $ 87        N/A        N/A
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                             If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
--------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 83     $123     $155      $248     $21     $ 67     $115      $247
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 84     $128     $163      $264     $23     $ 71     $123      $263
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 85     $129     $165      $269     $23     $ 73     $125      $268
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 86     $133     $173      $284     $25     $ 78     $133      $283
--------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS
  FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 82     $120     $150      $238     $20     $ 64     $110      $237
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 83     $125     $158      $253     $22     $ 68     $117      $253
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 84     $126     $160      $259     $22     $ 70     $120      $258
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 85     $131     $168      $274     $24     $ 74     $128      $273
--------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 79     $112     $135      $207     $17     $ 55     $ 94      $206
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 80     $116     $143      $223     $19     $ 59     $102      $222
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 81     $118     $146      $228     $19     $ 61     $105      $227
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 82     $122     $153      $244     $21     $ 65     $113      $243
--------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 83     $124     $157      $251     $22     $ 68     $116      $251
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 85     $128     $164      $267     $23     $ 72     $124      $266
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 85     $130     $167      $272     $24     $ 74     $127      $271
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 87     $134     $174      $287     $25     $ 78     $134      $287
--------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
--------------------------------------------------------------------------------------------------
  Without any optional
    benefits                $ 82     $122     $153      $244     $21     $ 65     $113      $243
--------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $ 84     $126     $161      $260     $22     $ 70     $120      $259
--------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $ 84     $128     $163      $265     $23     $ 72     $123      $264
--------------------------------------------------------------------------------------------------
  With both optional
    benefits                $ 86     $132     $171      $280     $24     $ 76     $131      $279
--------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
--------------------------------------------------------------------------------------------------
    Without any optional
      benefits              $ 82     $122     $154      $245     $21     $ 66     $113      $244
--------------------------------------------------------------------------------------------------
    With Optional Death
      Benefit               $ 84     $127     $161      $261     $22     $ 70     $121      $260
--------------------------------------------------------------------------------------------------
    With Earnings
      Protection Benefit    $ 84     $128     $164      $266     $23     $ 72     $124      $265
--------------------------------------------------------------------------------------------------
    With both optional
      benefits              $ 86     $133     $171      $281     $24     $ 77     $131      $280
--------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS
  FUND
--------------------------------------------------------------------------------------------------
    Without any optional
      benefits              $ 79     $113     $137      $211     $18     $ 56     $ 97      $210
--------------------------------------------------------------------------------------------------
    With Optional Death
      Benefit               $ 81     $117     $145      $227     $19     $ 61     $104      $226
--------------------------------------------------------------------------------------------------
    With Earnings
      Protection Benefit    $ 81     $119     $148      $232     $20     $ 62     $107      $232
--------------------------------------------------------------------------------------------------
    With both optional
      benefits              $ 83     $123     $155      $248     $21     $ 67     $115      $247
--------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
--------------------------------------------------------------------------------------------------
    Without any optional
      benefits              $ 79     $113     $138      $212     $18     $ 56     $ 97      $211
--------------------------------------------------------------------------------------------------
    With Optional Death
      Benefit               $ 81     $118     $146      $228     $19     $ 61     $105      $227
--------------------------------------------------------------------------------------------------
    With Earnings
      Protection Benefit    $ 81     $119     $148      $233     $20     $ 62     $108      $233
--------------------------------------------------------------------------------------------------
    With both optional
      benefits              $ 83     $123     $156      $249     $21     $ 67     $115      $248
--------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY
  HLS FUND
--------------------------------------------------------------------------------------------------
    Without any optional
      benefits              $ 82     $122     $153      $244     $21     $ 65     $113      $243
--------------------------------------------------------------------------------------------------
    With Optional Death
      Benefit               $ 84     $126     $161      $260     $22     $ 70     $120      $259
--------------------------------------------------------------------------------------------------
    With Earnings
      Protection Benefit    $ 84     $128     $163      $265     $23     $ 72     $123      $264
--------------------------------------------------------------------------------------------------
    With both optional
      benefits              $ 86     $132     $171      $280     $24     $ 76     $131      $279
--------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND
--------------------------------------------------------------------------------------------------
    Without any optional
      benefits              $ 79     $113     $138      $212     $18     $ 56     $ 97      $211
--------------------------------------------------------------------------------------------------
    With Optional Death
      Benefit               $ 81     $118     $146      $228     $19     $ 61     $105      $227
--------------------------------------------------------------------------------------------------
    With Earnings
      Protection Benefit    $ 81     $119     $148      $233     $20     $ 62     $108      $233
--------------------------------------------------------------------------------------------------
    With both optional
      benefits              $ 83     $123     $156      $249     $21     $ 67     $115      $248
--------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR    3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>        <C>        <C>
-------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $ 67       $115       $248
-------------------------
  With Optional Death
    Benefit                  $23       $ 72       $123       $264
-------------------------
  With Earnings
    Protection Benefit       $24       $ 74       $126       $269
-------------------------
  With both optional
    benefits                 $25       $ 78       $134       $284
-------------------------
HARTFORD HIGH YIELD HLS
  FUND
-------------------------
  Without any optional
    benefits                 $21       $ 64       $110       $238
-------------------------
  With Optional Death
    Benefit                  $22       $ 69       $118       $253
-------------------------
  With Earnings
    Protection Benefit       $23       $ 70       $121       $259
-------------------------
  With both optional
    benefits                 $24       $ 75       $128       $274
-------------------------
HARTFORD INDEX HLS FUND
-------------------------
  Without any optional
    benefits                 $18       $ 55       $ 95       $207
-------------------------
  With Optional Death
    Benefit                  $19       $ 60       $103       $223
-------------------------
  With Earnings
    Protection Benefit       $20       $ 61       $106       $228
-------------------------
  With both optional
    benefits                 $21       $ 66       $113       $244
-------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
-------------------------
  Without any optional
    benefits                 $22       $ 68       $117       $251
-------------------------
  With Optional Death
    Benefit                  $24       $ 73       $125       $267
-------------------------
  With Earnings
    Protection Benefit       $24       $ 74       $127       $272
-------------------------
  With both optional
    benefits                 $26       $ 79       $135       $287
-------------------------
HARTFORD INTERNATIONAL
  OPPORTUNITIES HLS FUND
-------------------------
  Without any optional
    benefits                 $21       $ 66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $ 71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $ 72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $ 77       $131       $280
-------------------------
HARTFORD MIDCAP HLS FUND
-------------------------
    Without any optional
      benefits               $22       $ 66       $114       $245
-------------------------
    With Optional Death
      Benefit                $23       $ 71       $122       $261
-------------------------
    With Earnings
      Protection Benefit     $24       $ 73       $124       $266
-------------------------
    With both optional
      benefits               $25       $ 77       $132       $281
-------------------------
HARTFORD MONEY MARKET HLS
  FUND
-------------------------
    Without any optional
      benefits               $18       $ 56       $ 97       $211
-------------------------
    With Optional Death
      Benefit                $20       $ 61       $105       $227
-------------------------
    With Earnings
      Protection Benefit     $20       $ 63       $108       $232
-------------------------
    With both optional
      benefits               $22       $ 67       $115       $248
-------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
-------------------------
    Without any optional
      benefits               $18       $ 57       $ 98       $212
-------------------------
    With Optional Death
      Benefit                $20       $ 61       $106       $228
-------------------------
    With Earnings
      Protection Benefit     $20       $ 63       $108       $233
-------------------------
    With both optional
      benefits               $22       $ 68       $116       $249
-------------------------
HARTFORD SMALL COMPANY
  HLS FUND
-------------------------
    Without any optional
      benefits               $21       $ 66       $113       $244
-------------------------
    With Optional Death
      Benefit                $23       $ 71       $121       $260
-------------------------
    With Earnings
      Protection Benefit     $23       $ 72       $124       $265
-------------------------
    With both optional
      benefits               $25       $ 77       $131       $280
-------------------------
HARTFORD STOCK HLS FUND
-------------------------
    Without any optional
      benefits               $18       $ 57       $ 98       $212
-------------------------
    With Optional Death
      Benefit                $20       $ 61       $106       $228
-------------------------
    With Earnings
      Protection Benefit     $20       $ 63       $108       $233
-------------------------
    With both optional
      benefits               $22       $ 68       $116       $249
-------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. The information included for the
Merrill Lynch Global Growth Focus Fund and the Mercury V.I. U.S. Large Cap Fund
is unaudited. There is no information for Hartford Global Health HLS Fund and
Hartford Global Technology HLS Fund Sub-Accounts because as of December 31, 1999
the Sub-Accounts had not commenced operations. No information is shown for the
Earnings Protection Benefit because as of December 31, 1999, the Earnings
Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
MERRILL LYNCH GLOBAL GROWTH FOCUS FUND
  SUB-ACCOUNT (UNAUDITED)
  (INCEPTION DATE NOVEMBER 1, 1999)
Accumulation Unit Value at beginning of
  period                                      $1.000               $1.000
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.249               $1.249
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                    --                   --
----------------------------------------------------------------------------------
MERCURY V.I. U.S. LARGE CAP FUND
  SUB-ACCOUNT (UNAUDITED)
  (INCEPTION DATE NOVEMBER 1, 1999)
Accumulation Unit Value at beginning of
  period                                      $1.000               $1.000
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.105               $1.105
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                    --                   --
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 8, 1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1,451
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE JUNE 1, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.182               $1.281
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.422               $1.420
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                41,232                1,551
----------------------------------------------------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.035               $1.084
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.070               $1.069
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,681                  707
----------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MAY 1, 1987)
Accumulation Unit Value at beginning of
  period                                      $4.712               $5.181
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $5.608               $5.602
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               152,272                1,107
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE MARCH 1, 1995)
Accumulation Unit Value at beginning of
  period                                      $1.476               $1.576
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.796               $1.794
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                57,797                  391
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 2, 1990)
Accumulation Unit Value at beginning of
  period                                      $1.641               $1.806
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.267               $2.256
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               218,272                  449
----------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.371               $1.588
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.056               $2.054
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               118,306                1,455
----------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $1.716               $1.735
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.777               $1.776
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               213,832                1,061
----------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.211               $2.231
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.217               $2.214
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                69,555                  120
----------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT
  (INCEPTION DATE AUGUST 9, 1996)
Accumulation Unit Value at beginning of
  period                                      $1.374               $1.510
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.251               $2.248
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               107,808                  726
----------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $6.066               $6.715
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.176               $7.169
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               432,424                2,105
----------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
                       CONTINGENT
NUMBER OF YEARS FROM    DEFERRED
  PREMIUM PAYMENT     SALES CHARGE
<S>                   <C>
----------------------------------
             1              7%
----------------------------------
             2              6%
----------------------------------
             3              6%
----------------------------------
             4              5%
----------------------------------
             5              4%
----------------------------------
             6              3%
----------------------------------
             7              2%
----------------------------------
     8 or more              0%
----------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
                                                                              13
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORDS RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                            4/1/00        A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                        8/1/00       AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                    5/1/00       AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Contract will equal the total of the payments
you make to us.

THE FUNDS

Merrill Lynch Global Growth Focus Fund, a series of Merrill Lynch Variable
Series Funds, Inc., a Maryland corporation registered with the Securities and
Exchange Commission as an open-end management investment company, is advised by
Merrill Lynch Asset Management, L.P., an indirect wholly-owned subsidiary of
Merrill Lynch & Co.

Mercury V.I. U.S. Large Cap Fund, a series of Mercury Asset Management VI Funds,
Inc., a Maryland corporation registered with the Securities and Exchange
Commission as an open-end management investment company, is managed by Mercury
Asset Management International Ltd.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

MERRILL LYNCH GLOBAL GROWTH FOCUS FUND -- Seeks to achieve long-term growth of
capital by investing in a diversified portfolio of equity securities of issuers
located in various foreign countries and the United States, placing particular
emphasis on companies that have exhibited above-average growth rates in
earnings.

MERCURY V.I. U.S. LARGE CAP FUND -- Seeks to achieve long-term capital growth
through investments primarily in a diversified portfolio of large capitalization
equity securities of companies located in the U.S. and to a lesser extent in
Canada. In selecting securities, the Portfolio emphasizes those securities that
the Portfolio's management believes to be undervalued or have good prospects for
earnings growth.

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." Sub-advised by HIMCO.

HARTFORD CAPITAL APPRECIATION HLS FUND -- Seeks growth of capital by investing
in equity securities selected solely on the
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

- Arrange for the handling and tallying of proxies received from Contract
  Owners.

- Vote all Fund shares attributable to your Contract according to instructions
  received from you, and

* "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>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
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- 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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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.
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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FIXED ACCUMULATION FEATURE

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.

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;
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18
                                                 HARTFORD LIFE INSURANCE COMPANY
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- 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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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.
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HARTFORD LIFE INSURANCE COMPANY
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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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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
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                                                 HARTFORD LIFE INSURANCE COMPANY
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will accept transfer instructions, subject to our transfer restrictions, from
your designated third party 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

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

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

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

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant
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HARTFORD LIFE INSURANCE COMPANY
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  or Contract Owner dies, unless the Contract Owner is not a natural person
  (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

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

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

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

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

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

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT -- If you elect the Earnings Protection Benefit, we
will subtract an additional charge on a daily basis until we begin to make
Annuity Payouts that is equal to an

<PAGE>
22
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

annual charge of 0.20% of your Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

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

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

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments

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

made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

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


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.

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


Before you purchase the Earnings Protection Benefit, you should also consider
the following.



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans," and the section entitled
"Appendix I -- Information Regarding Tax-Qualified Retirement Plans."


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

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.

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
<PAGE>
24
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment, had the spouse elected to receive the Death Benefit as a
lump sum payment. Spousal Contract continuation will only apply one time for
each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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 . . .
<S>                           <C>                                  <C>
------------------------------------------------------------------------------------------------------
Contract Owner                There is a surviving joint Contract  The Annuitant is living or deceased
                              Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner and the Beneficiary
                              predeceases the Contract Owner
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         There is no named Contingent
                                                                   Annuitant
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         The Contingent Annuitant is living
------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .            THEN THE . . .
<S>                           <C>
----------------------------
Contract Owner                Joint Contract Owner receives the
                              Death Benefit.
----------------------------
Contract Owner                Designated Beneficiary receives the
                              Death Benefit.
----------------------------
Contract Owner                Contract Owner's estate receives
                              the Death Benefit.
----------------------------
Annuitant                     The Contract Owner becomes the
                              Contingent Annuitant and the
                              Contract continues.
----------------------------
Annuitant                     Contingent Annuitant becomes the
                              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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:
<PAGE>
                                                                              25
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

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

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.


If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.


Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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

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 QUALIFIED 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:

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

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
<PAGE>
                                                                              27
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
Annuitant dies. When choosing this option, you must decide what will happen to
the Annuity Payouts; either fixed or variable, after the first Annuitant dies.
You must select Annuity Payouts that:

- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

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

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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

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

- monthly,

- quarterly,

- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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
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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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.

Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

OTHER INFORMATION
--------------------------------------------------------------------------------

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
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Telephone: 1-800-862-6668 (Contract Owners)
           1-800-862-7155 (Registered Representative)

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
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HARTFORD LIFE INSURANCE COMPANY
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    the Contract does not exceed the "investment in the contract" and no
      aggregation rule applies), then such amount received or deemed received
      will not be includable in gross income, and will simply reduce the
      "investment in the contract."

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

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


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


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

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

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

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

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

    f.  REQUIRED DISTRIBUTIONS.


  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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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.
<PAGE>
                                                                              33
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

We monitor the diversification of investments in the separate accounts and test
for diversification as required by the Code. We intend to administer all
contracts subject to the diversification requirements in a manner that will
maintain adequate diversification.

  4. OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.

In order for a variable annuity contract to qualify for tax deferral, assets in
the separate accounts supporting the contract must be considered to be owned by
the insurance company and not by the contract owner. It is unclear under what
circumstances an investor is considered to have enough control over the assets
in the separate account to be considered the owner of the assets for tax
purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
<PAGE>
34
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
                                                                              35
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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
<PAGE>
36
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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.


IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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.
<PAGE>
                                                                              37
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

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

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
38
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$108,000  Contract Value prior to Surrender equals
 .09259   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$ 9,722   Value equals
$95,278   the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$92,000   Contract Value prior to Surrender equals
 .10870   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$11,413   Value equals
$93,587   the New Interest Accumulation Value
</TABLE>

<PAGE>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

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

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
      Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for The Director Solution
variable annuity 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
                     THE DIRECTOR SOLUTION VARIABLE ANNUITY


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

To obtain a prospectus, send a written request to Hartford Life Insurance
Company Attn: Investment Product Services, P.O. Box 5085, Hartford, Connecticut
06102-5085.





Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001









333-69485


<PAGE>



                                     -2-


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                             PAGE
-------                                                                             ----
<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>

                                     -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.          4/1/00               A+        Financial performance
----------------------------------------------------------------------------------------------------
Standard & Poor's                    8/1/00               AA        Insurer financial strength
----------------------------------------------------------------------------------------------------
Fitch                                5/1/00               AA+       Financial strength
----------------------------------------------------------------------------------------------------
</TABLE>


These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.

                              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.
HSD is an affiliate of Hartford.

<PAGE>

                                     -4-

Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc. The principal business address of HSD is the same as
that of Hartford.

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

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

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

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

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1999: $159,5553.734; 1998: $61,629,500; and 1997: $64,851,026. HSD has
retained none of these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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,

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

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

THE MONEY MARKET FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES
ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

   YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------
SUB-ACCOUNT                             YIELD           EFFECTIVE YIELD
------------------------------------------------------------------------------
<S>                                    <C>              <C>
Hartford Money Market HLS Fund           4.09%             4.18%
------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day

<PAGE>

                                     -6-

period were computed by dividing the dividends and interest 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.

         YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------
SUB ACCOUNT                                                             YIELD
-----------------------------------------------------------------------------------
<S>                                                                    <C>
Hartford Bond HLS Fund                                                  5.69%
-----------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                            8.30%
-----------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                   5.51%
-----------------------------------------------------------------------------------
</TABLE>

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.

CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.

The following are the standardized average annual total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund
and Hartford

<PAGE>

                                     -7-

Global Technology HLS Fund Sub-Accounts because as of December 31, 1999 the
Sub-Accounts had not commenced operations.

   STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
          SUB-ACCOUNT         SEPARATE ACCOUNT     1 YEAR          5 YEAR           10 YEAR      SINCE INCEPTION
                               INCEPTION DATE                                                  OF SEPARATE ACCOUNT
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>               <C>             <C>          <C>
Merrill Lynch Global Growth        11/1/99           N/A             N/A              N/A             14.89%
------------------------------------------------------------------------------------------------------------------
Mercury V.I. U.S. Large Cap        11/1/99           N/A             N/A              N/A              0.50%
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%           10.63%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86        -13.23%           3.03%            3.73%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%           16.33%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%             N/A             15.15%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS         10/1/98        38.51%            N/A              N/A             61.69%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        10.32%            N/A              N/A             17.78%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%            N/A              N/A             -4.06%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%           13.72%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%            N/A              N/A              9.66%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%             N/A              6.02%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%            N/A              N/A             29.75%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/2/86         -6.41%           0.27%            1.09%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%           2.89%            3.44%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         53.78%            N/A              N/A             23.06%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%           14.16%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund for one year, five years, and ten years
or other periods. Non-

<PAGE>

                                     -8-

standardized total return is measured in the same manner as the standardized
total return described above, except that the contingent deferred sales
charge and the Annual Maintenance Fee are not deducted. Therefore,
non-standardized total return for a Sub-Account is higher than standardized
total return for a Sub-Account. The following are the non-standardized
annualized total return quotations for the Sub-Accounts. There is no
information for Hartford Global Health HLS Fund and Hartford Global
Technology HLS Fund Sub-Accounts because as of December 31, 1999 the
Sub-Accounts had not commenced operations.

 NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
            THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
          SUB-ACCOUNT               FUND          1 YEAR          5 YEAR           10 YEAR      SINCE INCEPTION
                               INCEPTION DATE                                                        OF FUND
------------------------------------------------------------------------------------------------------------------
<S>                           <C>                <C>               <C>             <C>          <C>
Merrill Lynch Global Growth         6/5/98         36.97%            N/A              N/A             27.84%
------------------------------------------------------------------------------------------------------------------
Mercury V.I. U.S. Large Cap         4/30/99          N/A             N/A              N/A             19.93%
------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%           12.57%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%           6.34%            6.07%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%           18.28%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%             N/A             17.61%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS         10/1/98        48.51%            N/A              N/A             70.84%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        20.32%            N/A              N/A             24.75%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%            N/A              N/A              5.57%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%           15.98%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%            N/A              N/A             12.86%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%             N/A              8.99%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%            N/A              N/A             34.65%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/30/80         3.59%           3.98%            3.80%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%           6.25%            5.77%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         63.78%            N/A              N/A             26.99%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%           16.42%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                     -9-

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

                             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
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

<PAGE>

                                     -10-

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 PREFERRED


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)      [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


This prospectus describes information you should know before you purchase Series
I of Director Preferred variable annuity. Please read it carefully.



Director Preferred 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 Contract 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 Contract will fluctuate with the
   performance of the underlying funds.



At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:



- FIRST AMERICAN LARGE CAP GROWTH PORTFOLIO SUB-ACCOUNT which purchases shares
  of Large Cap Growth Portfolio of First American Insurance Portfolios, Inc.



- FIRST AMERICAN TECHNOLOGY PORTFOLIO SUB-ACCOUNT which purchases shares of
  Technology Portfolio of First American Insurance Portfolios, Inc.



- FIRST AMERICAN INTERNATIONAL PORTFOLIO SUB-ACCOUNT which purchases shares of
  International Portfolio of First American Insurance Portfolios, Inc.



- 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-ACCOUNTClass IA of Hartford Dividend
  and Growth HLS Fund, Inc.



- HARTFORD GLOBAL HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 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.

<PAGE>

- HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT which 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 Contract, 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 Contract 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 Contract IS NOT:


-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency


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

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

PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001

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


TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                            PAGE
--------------------------------------------------------------------------------
<S>                                                                         <C>
DEFINITIONS                                                                   4
--------------------------------------------------------------------------------
FEE TABLE                                                                     6
--------------------------------------------------------------------------------
HIGHLIGHTS                                                                   12
--------------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                                 13
--------------------------------------------------------------------------------
  Hartford Life Insurance Company                                            13
--------------------------------------------------------------------------------
  The Separate Account                                                       14
--------------------------------------------------------------------------------
  The Funds                                                                  14
--------------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                              16
--------------------------------------------------------------------------------
FIXED ACCUMULATION FEATURE                                                   17
--------------------------------------------------------------------------------
THE CONTRACT                                                                 17
--------------------------------------------------------------------------------
  Purchases and Contract Value                                               17
--------------------------------------------------------------------------------
  Charges and Fees                                                           20
--------------------------------------------------------------------------------
  Death Benefit                                                              22
--------------------------------------------------------------------------------
  Surrenders                                                                 24
--------------------------------------------------------------------------------
ANNUITY PAYOUTS                                                              26
--------------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                                     28
--------------------------------------------------------------------------------
OTHER INFORMATION                                                            29
--------------------------------------------------------------------------------
  Legal Matters and Experts                                                  29
--------------------------------------------------------------------------------
  More Information                                                           29
--------------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                                   30
--------------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION                     34
--------------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS           35
--------------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                           38
--------------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.



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, Connecticut
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.



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



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



ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.



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



CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.



CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.



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



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



DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.



DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.



FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.



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



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



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

<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


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



NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.



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



PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.



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



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



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



SURRENDER: A complete or partial withdrawal from your Contract.



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



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



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

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


                                   FEE TABLE



<TABLE>
<S>                                                 <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage
  of Premium Payments)                               None
---------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage
  of Premium Payments) (1)
    First Year (2)                                      7%
---------------------------------------------------------
    Second Year                                         6%
---------------------------------------------------------
    Third Year                                          6%
---------------------------------------------------------
    Fourth Year                                         5%
---------------------------------------------------------
    Fifth Year                                          4%
---------------------------------------------------------
    Sixth Year                                          3%
---------------------------------------------------------
    Seventh Year                                        2%
---------------------------------------------------------
    Eighth Year                                         0%
---------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                            $30
---------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage
  of average daily Sub-Account Value)
    Mortality and Expense Risk Charge                1.25%
---------------------------------------------------------
    Total Separate Account Annual Expenses           1.25%
---------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                    0.15%
---------------------------------------------------------
    Earnings Protection Benefit Charge               0.20%
---------------------------------------------------------
    Total Separate Account Annual Expenses with
     all optional charges                            1.60%
---------------------------------------------------------
</TABLE>



(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.



(2) Length of time from each Premium Payment.



(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.



The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.



The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.

<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


                         Annual Fund Operating Expenses



                           As of the Fund's Year End
                    (As a percentage of average net assets)



<TABLE>
<CAPTION>
                                                                                     TOTAL FUND
                                                                                     OPERATING
                                                                   OTHER              EXPENSES
                                                                 EXPENSES      (INCLUDING ANY WAIVERS
                                         MANAGEMENT FEES      (INCLUDING ANY          AND ANY
                                     (INCLUDING ANY WAIVERS)  REIMBURSEMENTS)     REIMBURSEMENTS)
<S>                                  <C>                      <C>              <C>
-----------------------------------------------------------------------------------------------------
First American Large Cap Growth
  Portfolio (1)                                0.70%               0.47%                1.17%
-----------------------------------------------------------------------------------------------------
First American Technology Portfolio
  (1)                                          0.70%               0.47%                1.17%
-----------------------------------------------------------------------------------------------------
First American International
  Portfolio (1)                                1.25%               0.54%                1.79%
-----------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                     0.63%               0.02%                0.65%
-----------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                         0.49%               0.03%                0.52%
-----------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS
  Fund                                         0.64%               0.02%                0.66%
-----------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS
  Fund                                         0.65%               0.03%                0.68%
-----------------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (2)            0.85%               0.25%                1.10%
-----------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund               0.74%               0.12%                0.86%
-----------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund            0.78%               0.04%                0.82%
-----------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                   0.66%               0.06%                0.72%
-----------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                        0.40%               0.03%                0.43%
-----------------------------------------------------------------------------------------------------
Hartford International Advisers HLS
  Fund                                         0.76%               0.09%                0.85%
-----------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                       0.76%               0.03%                0.79%
-----------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                 0.45%               0.02%                0.47%
-----------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS
  Fund                                         0.45%               0.03%                0.48%
-----------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                0.75%               0.03%                0.78%
-----------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                        0.46%               0.02%                0.48%
-----------------------------------------------------------------------------------------------------
</TABLE>



(1) Other expenses for First American Large Cap Growth Portfolio, First American
    Technology Portfolio and First American International Portfolio are based on
    estimated amounts for the current fiscal year. The advisor intends to waive
    management fees during the current fiscal year so that the total fund
    operating expenses do not exceed 0.80%, 0.90% and 1.35%, respectively, for
    Large Cap Growth Portfolio, Technology Portfolio and International
    Portfolio. Fee waivers may be discontinued at any time.



(2) Global Health HLS Fund is a new Fund. "Total Fund Operating Expenses" are
    based on annualized estimates of such expenses to be incurred during the
    current fiscal year.

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


EXAMPLE



YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------
FIRST AMERICAN LARGE CAP
GROWTH PORTFOLIO
  Without any optional
    benefits                $86     $133     $173      $284     $25     $ 78     $133      $283
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $88     $138     $180      $299     $26     $ 82     $140      $299
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $139     $182      $304     $27     $ 84     $143      $304
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $90     $144     $190      $319     $28     $ 88     $151      $318
-------------------------------------------------------------------------------------------------
FIRST AMERICAN TECHNOLOGY
  PORTFOLIO
  Without any optional
    benefits                $86     $133     $173      $284     $25     $ 78     $133      $283
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $88     $138     $180      $299     $26     $ 82     $140      $299
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $139     $182      $304     $27     $ 84     $143      $304
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $90     $144     $190      $319     $28     $ 88     $151      $318
-------------------------------------------------------------------------------------------------
FIRST AMERICAN
  INTERNATIONAL PORTFOLIO
  Without any optional
    benefits                $93     $152     $203      $345     $31     $ 96     $164      $344
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $94     $156     $210      $359     $33     $101     $172      $359
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $95     $157     $212      $364     $33     $102     $174      $363
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $96     $162     $219      $378     $35     $107     $181      $377
-------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS
  FUND
  Without any optional
    benefits                $81     $118     $147      $230     $19     $ 61     $106      $229
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $154      $246     $21     $ 66     $114      $245
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $251     $22     $ 68     $116      $251
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $128     $164      $267     $23     $ 72     $124      $266
-------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND
  Without any optional
    benefits                $80     $114     $140      $216     $18     $ 57     $ 99      $215
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $119     $148      $232     $20     $ 62     $107      $232
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $82     $120     $150      $238     $20     $ 64     $110      $237
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $125     $158      $253     $22     $ 68     $117      $253
-------------------------------------------------------------------------------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
  Without any optional
    benefits                $81     $118     $147      $231     $20     $ 62     $106      $230
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $155      $247     $21     $ 66     $114      $246
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $124     $157      $252     $22     $ 68     $117      $252
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $165      $268     $23     $ 73     $125      $267
-------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
  Without any optional
    benefits                $81     $119     $148      $233     $20     $ 62     $108      $233
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $123     $156      $249     $21     $ 67     $115      $248
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $83     $125     $158      $254     $22     $ 69     $118      $254
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $129     $166      $270     $23     $ 73     $126      $269
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
  Without any optional
    benefits                $86     $131      N/A       N/A     $24     $ 75      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $87     $136      N/A       N/A     $26     $ 80      N/A       N/A
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $88     $137      N/A       N/A     $26     $ 81      N/A       N/A
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $89     $142      N/A       N/A     $28     $ 86      N/A       N/A
-------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
  Without any optional
    benefits                $83     $124     $157      $252     $22     $ 68     $117      $252
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $129     $165      $268     $23     $ 73     $125      $267
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $273     $24     $ 74     $127      $272
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $135     $175      $288     $25     $ 79     $135      $288
-------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
  Without any optional
    benefits                $83     $123     $155      $248     $21     $ 67     $115      $247
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $128     $163      $264     $23     $ 71     $123      $263
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $129     $165      $269     $23     $ 73     $125      $268
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $173      $284     $25     $ 78     $133      $283
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR    3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>        <C>        <C>
-------------------------
FIRST AMERICAN LARGE CAP
GROWTH PORTFOLIO
  Without any optional
    benefits                 $25       $ 78       $134       $284
-------------------------
  With Optional Death
    Benefit                  $27       $ 83       $141       $299
-------------------------
  With Earnings
    Protection Benefit       $27       $ 84       $144       $304
-------------------------
  With both optional
    benefits                 $29       $ 89       $151       $319
-------------------------
FIRST AMERICAN TECHNOLOGY
  PORTFOLIO
  Without any optional
    benefits                 $25       $ 78       $134       $284
-------------------------
  With Optional Death
    Benefit                  $27       $ 83       $141       $299
-------------------------
  With Earnings
    Protection Benefit       $27       $ 84       $144       $304
-------------------------
  With both optional
    benefits                 $29       $ 89       $151       $319
-------------------------
FIRST AMERICAN
  INTERNATIONAL PORTFOLIO
  Without any optional
    benefits                 $32       $ 97       $165       $345
-------------------------
  With Optional Death
    Benefit                  $33       $102       $172       $359
-------------------------
  With Earnings
    Protection Benefit       $34       $103       $175       $364
-------------------------
  With both optional
    benefits                 $35       $108       $182       $378
-------------------------
HARTFORD ADVISERS HLS
  FUND
  Without any optional
    benefits                 $20       $ 62       $107       $230
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $114       $246
-------------------------
  With Earnings
    Protection Benefit       $22       $ 68       $117       $251
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $267
-------------------------
HARTFORD BOND HLS FUND
  Without any optional
    benefits                 $19       $ 58       $100       $216
-------------------------
  With Optional Death
    Benefit                  $20       $ 63       $108       $232
-------------------------
  With Earnings
    Protection Benefit       $21       $ 64       $110       $238
-------------------------
  With both optional
    benefits                 $22       $ 69       $118       $253
-------------------------
HARTFORD CAPITAL
  APPRECIATION HLS FUND
  Without any optional
    benefits                 $20       $ 62       $107       $231
-------------------------
  With Optional Death
    Benefit                  $22       $ 67       $115       $247
-------------------------
  With Earnings
    Protection Benefit       $22       $ 69       $118       $252
-------------------------
  With both optional
    benefits                 $24       $ 73       $125       $268
-------------------------
HARTFORD DIVIDEND AND
  GROWTH HLS FUND
  Without any optional
    benefits                 $20       $ 63       $108       $233
-------------------------
  With Optional Death
    Benefit                  $22       $ 68       $116       $249
-------------------------
  With Earnings
    Protection Benefit       $22       $ 69       $119       $254
-------------------------
  With both optional
    benefits                 $24       $ 74       $126       $270
-------------------------
HARTFORD GLOBAL HEALTH
  HLS FUND
  Without any optional
    benefits                 $25       $ 76        N/A        N/A
-------------------------
  With Optional Death
    Benefit                  $26       $ 81        N/A        N/A
-------------------------
  With Earnings
    Protection Benefit       $27       $ 82        N/A        N/A
-------------------------
  With both optional
    benefits                 $28       $ 87        N/A        N/A
-------------------------
HARTFORD GLOBAL LEADERS
  HLS FUND
  Without any optional
    benefits                 $22       $ 69       $118       $252
-------------------------
  With Optional Death
    Benefit                  $24       $ 73       $125       $268
-------------------------
  With Earnings
    Protection Benefit       $24       $ 75       $128       $273
-------------------------
  With both optional
    benefits                 $26       $ 79       $136       $288
-------------------------
HARTFORD GROWTH AND
  INCOME HLS FUND
  Without any optional
    benefits                 $22       $ 67       $115       $248
-------------------------
  With Optional Death
    Benefit                  $23       $ 72       $123       $264
-------------------------
  With Earnings
    Protection Benefit       $24       $ 74       $126       $269
-------------------------
  With both optional
    benefits                 $25       $ 78       $134       $284
-------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                            If you Surrender your Contract:     If you annuitize your Contract:
SUB-ACCOUNT                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>
-------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS
FUND
  Without any optional
    benefits                $82     $120     $150      $238     $20      $64     $110      $237
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $83     $125     $158      $253     $22      $68     $117      $253
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $126     $160      $259     $22      $70     $120      $258
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $85     $131     $168      $274     $24      $74     $128      $273
-------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
  Without any optional
    benefits                $79     $112     $135      $207     $17      $55     $ 94      $206
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $80     $116     $143      $223     $19      $59     $102      $222
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
  Without any optional
    benefits                $83     $124     $157      $251     $22      $68     $116      $251
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $85     $128     $164      $267     $23      $72     $124      $266
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $85     $130     $167      $272     $24      $74     $127      $271
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $87     $134     $174      $287     $25      $78     $134      $287
-------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
  Without any optional
    benefits                $82     $122     $154      $245     $21      $66     $113      $244
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $127     $161      $261     $22      $70     $121      $260
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $164      $266     $23      $72     $124      $265
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $133     $171      $281     $24      $77     $131      $280
-------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS
  FUND
  Without any optional
    benefits                $79     $113     $137      $211     $18      $56     $ 97      $210
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $117     $145      $227     $19      $61     $104      $226
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $232     $20      $62     $107      $232
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $155      $248     $21      $67     $115      $247
-------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY
  HLS FUND
  Without any optional
    benefits                $82     $122     $153      $244     $21      $65     $113      $243
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $84     $126     $161      $260     $22      $70     $120      $259
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $84     $128     $163      $265     $23      $72     $123      $264
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $86     $132     $171      $280     $24      $76     $131      $279
-------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND
  Without any optional
    benefits                $79     $113     $138      $212     $18      $56     $ 97      $211
-------------------------------------------------------------------------------------------------
  With Optional Death
    Benefit                 $81     $118     $146      $228     $19      $61     $105      $227
-------------------------------------------------------------------------------------------------
  With Earnings
    Protection Benefit      $81     $119     $148      $233     $20      $62     $108      $233
-------------------------------------------------------------------------------------------------
  With both optional
    benefits                $83     $123     $156      $249     $21      $67     $115      $248
-------------------------------------------------------------------------------------------------

<CAPTION>
                            If you do not Surrender your Contract:
SUB-ACCOUNT                 1 YEAR   3 YEARS    5 YEARS   10 YEARS
<S>                        <C>       <C>       <C>        <C>
-------------------------
HARTFORD HIGH YIELD HLS
FUND
  Without any optional
    benefits                 $21       $64       $110       $238
-------------------------
  With Optional Death
    Benefit                  $22       $69       $118       $253
-------------------------
  With Earnings
    Protection Benefit       $23       $70       $121       $259
-------------------------
  With both optional
    benefits                 $24       $75       $128       $274
-------------------------
HARTFORD INDEX HLS FUND
  Without any optional
    benefits                 $18       $55       $ 95       $207
-------------------------
  With Optional Death
    Benefit                  $19       $60       $103       $223
-------------------------
  With Earnings
    Protection Benefit       $20       $61       $106       $228
-------------------------
  With both optional
    benefits                 $21       $66       $113       $244
-------------------------
HARTFORD INTERNATIONAL
  ADVISERS HLS FUND
  Without any optional
    benefits                 $22       $68       $117       $251
-------------------------
  With Optional Death
    Benefit                  $24       $73       $125       $267
-------------------------
  With Earnings
    Protection Benefit       $24       $74       $127       $272
-------------------------
  With both optional
    benefits                 $26       $79       $135       $287
-------------------------
HARTFORD MIDCAP HLS FUND
  Without any optional
    benefits                 $22       $66       $114       $245
-------------------------
  With Optional Death
    Benefit                  $23       $71       $122       $261
-------------------------
  With Earnings
    Protection Benefit       $24       $73       $124       $266
-------------------------
  With both optional
    benefits                 $25       $77       $132       $281
-------------------------
HARTFORD MONEY MARKET HLS
  FUND
  Without any optional
    benefits                 $18       $56       $ 97       $211
-------------------------
  With Optional Death
    Benefit                  $20       $61       $105       $227
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $232
-------------------------
  With both optional
    benefits                 $22       $67       $115       $248
-------------------------
HARTFORD MORTGAGE
  SECURITIES HLS FUND
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
HARTFORD SMALL COMPANY
  HLS FUND
  Without any optional
    benefits                 $21       $66       $113       $244
-------------------------
  With Optional Death
    Benefit                  $23       $71       $121       $260
-------------------------
  With Earnings
    Protection Benefit       $23       $72       $124       $265
-------------------------
  With both optional
    benefits                 $25       $77       $131       $280
-------------------------
HARTFORD STOCK HLS FUND
  Without any optional
    benefits                 $18       $57       $ 98       $212
-------------------------
  With Optional Death
    Benefit                  $20       $61       $106       $228
-------------------------
  With Earnings
    Protection Benefit       $20       $63       $108       $233
-------------------------
  With both optional
    benefits                 $22       $68       $116       $249
-------------------------
</TABLE>


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


ACCUMULATION UNIT VALUES



(For an Accumulation Unit outstanding throughout the period)



The following audited information from the financial statements of the Separate
Account for year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for First
American Large Cap Growth Portfolio, First American Technology Portfolio, First
American International Portfolio and Hartford Global Health HLS Fund
Sub-Accounts because as of December 31, 1999 the Sub-Accounts had not commenced
operations. No information is shown for the Earnings Protection Benefit because
as of December 31, 1999, the Earnings Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $4.398               $4.663
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $4.803               $4.798
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)             1,156,230                4,952
----------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $2.258               $2.233
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.185               $2.182
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               167,707                  756
----------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
  SUB-ACCOUNT (INCEPTION DATE AUGUST 1,
  1986)
Accumulation Unit Value at beginning of
  period                                      $5.526               $6.255
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.501               $7.494
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               347,433                1,112
----------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
  SUB-ACCOUNT (INCEPTION DATE MARCH 8,
  1994)
Accumulation Unit Value at beginning of
  period                                      $2.471               $2.655
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.570               $2.567
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               381,269                1,030
----------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
  SUB-ACCOUNT (INCEPTION DATE
  SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.315               $1.451
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.952               $1.951
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                25,343                  602
----------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
  SUB-ACCOUNT (INCEPTION DATE JUNE 1,
  1998)
Accumulation Unit Value at beginning of
  period                                      $1.182               $1.281
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.422               $1.420
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                41,232                1,551
----------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of
  period                                      $1.035               $1.084
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.070               $1.069
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                14,681                  707
----------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MAY 1, 1987)
Accumulation Unit Value at beginning of
  period                                      $4.712               $5.181
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $5.608               $5.602
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               152,272                1,107
----------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                         YEAR ENDED
                                                     DECEMBER 31, 1999
                                           WITHOUT THE
                                            OPTIONAL         WITH THE OPTIONAL
                                          DEATH BENEFIT  DEATH BENEFIT (UNAUDITED)
<S>                                       <C>            <C>
----------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
  SUB-ACCOUNT (INCEPTION DATE MARCH 1,
  1995)
Accumulation Unit Value at beginning of
  period                                      $1.476               $1.576
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.796               $1.794
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                57,797                  391
----------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of
  period                                      $1.371               $1.588
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.056               $2.054
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               118,306                1,455
----------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
  SUB-ACCOUNT (INCEPTION DATE AUGUST 1,
  1986)
Accumulation Unit Value at beginning of
  period                                      $1.716               $1.735
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $1.777               $1.776
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               213,832                1,061
----------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
  SUB-ACCOUNT (INCEPTION DATE AUGUST 1,
  1986)
Accumulation Unit Value at beginning of
  period                                      $2.211               $2.231
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.217               $2.214
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)                69,555                  120
----------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
  SUB-ACCOUNT (INCEPTION DATE AUGUST 9,
  1996)
Accumulation Unit Value at beginning of
  period                                      $1.374               $1.510
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $2.251               $2.248
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               107,808                  726
----------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of
  period                                      $6.066               $6.715
----------------------------------------------------------------------------------
Accumulation Unit Value at end of period      $7.176               $7.169
----------------------------------------------------------------------------------
Number Accumulation Units outstanding at
  end of period (in thousands)               432,424                2,105
----------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.



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



WHAT TYPE OF SALES CHARGE WILL I PAY?



You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.



The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:



<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>



You won't be charged a Contingent Deferred Sales Charge on:



X  The Annual Withdrawal Amount



X  Premium Payments or earnings that have been in your Contract for more than
   seven years



X  Distributions made due to death


X  Most payments we made to you as part of your Contract Payout


IS THERE AN ANNUAL MAINTENANCE FEE?



We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.



WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?



In addition to the Annual Maintenance Fee, you pay the following charges each
year:



- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.



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



-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.



WILL HARTFORD PAY A DEATH BENEFIT?



There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.



The Death Benefit is the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Contract Value of your Contract, 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

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

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



You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.



The Interest Accumulation Value will be:



-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;


-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.



You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payouts, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.



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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.



<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                           4/1/00         A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                       8/1/00        AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                   5/1/00        AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>



These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.

<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


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 Contract will equal the total of the payments
you make to us.



THE FUNDS



U.S. Bank National Association (U.S. Bank), acting through its First American
Asset Management division, serves as the investment advisor to First American
Insurance Portfolios, Inc. First American Asset Management provides investment
management services to individuals and institutions, including corporations,
foundations, pensions and retirement plans. As of December 31, 1999, it had more
than $78 billion in assets under management, including investment company assets
of more than $33 billion. As investment advisor, First American Asset Management
manages the portfolios' business and investment activities, subject to the
authority of the board of directors. Marvin & Palmer Associates (Marvin &
Palmer) is the sub-advisor to First American International Portfolio. A
privately held company founded in 1986, Marvin & Palmer is engaged in the
management of global, non-United States, domestic, and emerging markets equity
portfolios, principally for institutional accounts. As of December 31, 1999,
Marvin & Palmer managed a total of approximately $14 billion in investments.



Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.



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



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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:



FIRST AMERICAN LARGE CAP GROWTH PORTFOLIO OF FIRST AMERICAN INSURANCE
PORTFOLIOS, INC. -- Seeks long-term growth of capital by investing primarily in
companies that have market capitalizations of at least $5 billion at the time of
purchase and exhibit the potential for superior growth based on factors such as
above average growth in revenue and earnings, strong competitive position,
strong management, and sound financial condition.



FIRST AMERICAN TECHNOLOGY PORTFOLIO OF FIRST AMERICAN INSURANCE PORTFOLIOS, INC.
-- Seeks long-term growth of capital by investing primarily in companies which
have, or may develop, products, processes or services that will provide or will
benefit significantly from technological innovations, advances and improvements
in areas such as semiconductors, computers, software, communications, and online
services.



FIRST AMERICAN INTERNATIONAL PORTFOLIO OF FIRST AMERICAN INSURANCE PORTFOLIOS,
INC. -- Seeks long-term growth of capital by investing primarily in equity
securities that trade in markets other than the United States. These securities
generally are issued by companies that are domiciled in countries other than the
United States, or that derive at least 50% of either their revenues or their
pre-tax income from activities outside of the United States. Sub-Advised by
Marvin & Palmer Associates.



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.

<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.



HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.



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. Sub-advised by HIMCO.



HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.



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



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



VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:



- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.



* "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>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


- 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 the
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.



ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.



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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.



The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.



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



A money market 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.



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.

<PAGE>
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FIXED ACCUMULATION FEATURE



IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.



Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.



Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.



IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.



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



DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.



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



You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.



We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.



You may only have one DCA program in place at one time.



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;

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18
                                                 HARTFORD LIFE INSURANCE COMPANY
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- 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.



If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.



We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.



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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.



For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.



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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.



CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?



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



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



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



HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?



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

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HARTFORD LIFE INSURANCE COMPANY
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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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.



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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.



Some states may have different restrictions.



FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:



- 30% of your total amount in the Fixed Accumulation Feature, or



- An amount equal to the largest previous transfer.



These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.



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



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



TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:



- By calling us at 1-800-862-6668



- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com



Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.



Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.



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.



Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.



Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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

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                                                 HARTFORD LIFE INSURANCE COMPANY
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will accept transfer instructions, subject to our transfer restrictions, from
your designated third party 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



The following charges and fees are associated with the Contract:



1. THE CONTINGENT DEFERRED SALES CHARGE



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



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



The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:



<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>



For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:



- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.



- We will then Surrender the Premium Payments that have been in the Contract the
  longest.



- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00



- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.



- Your Contingent Deferred Sales Charge is $435.00.



If you have any questions about these charges, please contact your financial
adviser or Hartford.



THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:



- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.



UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:



- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.



- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.



- On or after the Annuitant's 90th birthday.



THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:



- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

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HARTFORD LIFE INSURANCE COMPANY
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- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.



- Upon cancellation during the Right to Cancel Period.



SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.



After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.



2. MORTALITY AND EXPENSE RISK CHARGE



For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:



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



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



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



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



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



3. ANNUAL MAINTENANCE FEE



The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.



4. PREMIUM TAXES



We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.



5. CHARGES AGAINST THE FUNDS



The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.



EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.



WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN

<PAGE>
22
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

DECREASED COSTS AND EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE
UNFAIRLY DISCRIMINATORY AGAINST ANY CONTRACT OWNER.



DEATH BENEFIT



WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?



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



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



If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Contract Value of your Contract; or



- The Maximum Anniversary Value, which is described below.



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



You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.



The Interest Accumulation Value will be:



- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;



- Plus any Premium Payments made after the Optional Death Benefit is added;



- Minus any partial Surrenders after the Optional Death Benefit is added;



- Compounded daily at an annual interest rate of 5%.



If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.



On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.



The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".



If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is

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

determined by the oldest age of you and your Annuitant at the time the Earnings
Protection Benefit is added to your Contract.

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


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.

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


Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."



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



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.



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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the

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24
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

spouse as Contract Owner, unless the spouse elects to receive the Death Benefit
as a lump sum payment or as an annuity payment 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 payment, had the spouse
elected to receive the Death Benefit as a lump sum payment. Spousal Contract
continuation will only apply one time for each Contract.



If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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 Owner                There is a surviving       The Annuitant is living    Joint Contract Owner
                              joint Contract Owner       or deceased                receives the Death
                                                                                    Benefit.
-------------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving      The Annuitant is living    Designated Beneficiary
                              joint Contract Owner       or deceased                receives the Death
                                                                                    Benefit.
-------------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving      The Annuitant is living    Contract Owner's estate
                              joint Contract Owner and   or deceased                receives the Death
                              the Beneficiary                                       Benefit.
                              predeceases the Contract
                              Owner
-------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is      There is no named          The Contract Owner
                              living                     Contingent Annuitant       becomes the Contingent
                                                                                    Annuitant and the
                                                                                    Contract continues.
-------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is      The Contingent Annuitant   Contingent Annuitant
                              living                     is living                  becomes the 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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.



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



PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:



- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and



- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

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


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



PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.



To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.



Hartford will deduct any applicable Contingent Deferred Sales Charges.



If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.



Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.



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.



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,

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

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 QUALIFIED 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:



- When do you want Annuity Payouts to begin?



- Which Annuity Payout Option do you want to use?



- How often do you want to receive Annuity Payouts?



- What is the Assumed Investment Return?



- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?



Please check with your financial adviser 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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.



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.



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.



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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.



JOINT AND LAST SURVIVOR LIFE ANNUITY



We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:



- Remain the same at 100%, or



- Decrease to 66.67%, or



- Decrease to 50%.



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

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


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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.



PAYMENTS FOR A PERIOD CERTAIN



We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.



For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.



IMPORTANT INFORMATION:



- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.



- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.



3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?



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



- monthly,



- quarterly,



- semi-annually, or



- annually.



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



4. WHAT IS THE ASSUMED INVESTMENT RETURN?



The Assumed Investment Return ("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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.



Level variable-dollar Annuity Payouts would be produced if the investment
returns remained constant and equal to the AIR. In

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fact, Annuity Payouts will vary up or down as the investment rate varies up or
down from the AIR.



5. DO YOU WANT ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?



You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.



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



TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.



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



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

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HARTFORD LIFE INSURANCE COMPANY
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OTHER INFORMATION



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



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



HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.



Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.



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



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



The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.



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
Christine Hayer Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085



Telephone:1-800-862-6668 (Contract Owners)
           1-800-862-7155 (Registered Representative)



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

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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 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.



 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part

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HARTFORD LIFE INSURANCE COMPANY
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    of the Contract's benefits (e.g., as investment protection benefit) and that
     any charges under the contract for the Optional Death Benefit or the
     Earnings Protection Benefit should not be treated as an amount received by
     the Contract Owner for purposes of this subparagraph a. However, it is
     possible that the IRS could take a contrary position that some or all of
     these charges for the Optional Death Benefit or the Earnings Protection
     Benefit should be treated for federal tax purposes as an amount received
     under the Contract (e.g., as an amount distributed from the Contract to pay
     for an additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).



    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

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"income on the contract" (carried over to, as well as accumulating in, the
successor Contract) that is attributable to such pre-8/14/82 investment, (3)
then from the remaining "income on the contract" and (4) last from the remaining
"investment in the contract." As a result, to the extent that such amount
received or deemed received does not exceed such pre-8/14/82 investment, such
amount is not includable in gross income. In addition, to the extent that such
amount received or deemed received does not exceed the sum of (a) such
pre-8/14/82 investment and (b) the "income on the contract" attributable
thereto, such amount is not subject to the 10% penalty tax. In all other
respects, amounts received or deemed received from such post-exchange Contracts
are generally subject to the rules described in this subparagraph 3.



    f.  REQUIRED DISTRIBUTIONS.



  i. Death of Contract Owner or Primary Annuitant



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



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



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



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



 ii. Alternative Election to Satisfy Distribution Requirements



If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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

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



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



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



Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.



G. GENERATION-SKIPPING TRANSFERS



Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.

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TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION



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


<PAGE>
                                                                              35
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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,

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

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.



IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.



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.

<PAGE>
                                                                              37
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


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



(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.



An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:



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



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



The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.



The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:



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



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



Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
38
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES



EXAMPLE 1


Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.



<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>



If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.



<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$108,000  Contract Value prior to Surrender equals
 .09259   multiplied by
$105,000  Interest Accumulation Value for a total of
$ 9,722   to be deducted from the Interest Accumulation Value equals
$95,278   the new Interest Accumulation Value
</TABLE>



EXAMPLE 2


Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.



<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>



If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.



<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$92,000   Contract Value prior to Surrender equals
 .10870   multiplied by
$105,000  Interest Accumulation Value for a total of
$11,413   to be deducted from the Interest Accumulation Value equals
$93,587   the New Interest Accumulation Value
</TABLE>


<PAGE>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

<PAGE>

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



                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM



The 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 your annuity. Please refer to your Plan.



Please complete the following and return to:



      Hartford Life Insurance Company
      Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085



Please send a Statement of Additional Information for Director Preferred
variable annuity 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 PREFERRED


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: Investment Product Services, P.O. Box 5085, Hartford, Connecticut
06102-5085.





Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001





333-69485


<PAGE>

                                     -2-

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                              PAGE
-------                                                                              ----
<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>

                                     -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                                  8/1/00               AA        Insurer financial strength
-------------------------------------------------------------------------------------------------------------
Fitch                                              5/1/00               AA+       Financial strength
-------------------------------------------------------------------------------------------------------------
</TABLE>


These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
                              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.
HSD is an affiliate of Hartford. Both HSD and Hartford are ultimately
controlled by The Hartford Financial Services Group, Inc. The principal
business address of HSD is the same as that of Hartford.

<PAGE>

                                     -4-

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

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

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

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

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1999: $159,553,734; 1998: $61,629,500; and 1997: $64,851,026. HSD has
retained none of these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

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

THE MONEY MARKET FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES
ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

  YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------
SUB-ACCOUNT                            YIELD                 EFFECTIVE YIELD
-------------------------------------------------------------------------------------
<S>                                   <C>                    <C>
Hartford Money Market HLS Fund          4.09%                    4.18%
-------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest earned during the period by the maximum offering price per unit
on the last day of the period, according to the following formula:

<PAGE>

                                     -6-

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.

       YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
SUB-ACCOUNT                                                        YIELD
-----------------------------------------------------------------------------
<S>                                                               <C>
Hartford Bond HLS Fund                                             5.69%
-----------------------------------------------------------------------------
Hartford High Yield HLS Fund                                       8.30%
-----------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                              5.51%
-----------------------------------------------------------------------------
</TABLE>

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.

CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.


The following are the standardized average annual total return quotations for
the Sub-Accounts. There is no information for First American Large Cap Growth
Portfolio, First American Technology Portfolio, First American International
Portfolio and Hartford Global Health HLS Fund Fund Sub-Accounts, because as
of December 31, 1999 the Sub-Accounts had not commenced operations.


<PAGE>

                                     -7-

    STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                               SEPARATE ACCOUNT    1 YEAR         5 YEAR           10 YEAR      SINCE INCEPTION
          SUB-ACCOUNT           INCEPTION DATE                                                OF SEPARATE ACCOUNT
------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>            <C>              <C>          <C>
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%           10.63%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86        -13.23%           3.03%            3.73%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%           16.33%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%             N/A             15.15%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS         10/1/98        38.51%            N/A              N/A             61.69%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        10.32%            N/A              N/A             17.78%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%            N/A              N/A             -4.06%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%           13.72%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%            N/A              N/A              9.66%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%            N/A              N/A             29.75%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/2/86         -6.41%           0.27%            1.09%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%           2.89%            3.44%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         53.78%            N/A              N/A             23.06%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%           14.16%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.



In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund for one year, five years, and ten years
or other periods. Non-standardized total return is measured in the same
manner as the standardized total return described above, except that the
contingent deferred sales charge and the Annual Maintenance Fee are not
deducted. Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account. The following are
the non-standardized annualized total return quotations for the Sub-Accounts.
There is no information for First American Large Cap Growth Portfolio, First
American Technology Portfolio, First American International Portfolio and
Hartford Global Health HLS Fund Sub-Accounts, because


<PAGE>

                                     -8-

as of December 31, 1999 the Sub-Accounts had not commenced operations.

 NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
         THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
          SUB-ACCOUNT              FUND            1 YEAR          5 YEAR           10 YEAR      SINCE INCEPTION
                               INCEPTION DATE                                                        OF FUND
------------------------------------------------------------------------------------------------------------------
<S>                            <C>                <C>            <C>              <C>           <C>
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%           12.57%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%           6.34%            6.07%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%           18.28%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%             N/A             17.61%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS         10/1/98        48.51%            N/A              N/A             70.84%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        20.32%            N/A              N/A             24.75%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%            N/A              N/A             5.57%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%           15.98%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%            N/A              N/A             12.86%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%            N/A              N/A             34.65%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/30/80         3.59%           3.98%            3.80%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%           6.25%            5.77%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         63.78%            N/A              N/A             26.99%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%           16.42%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

                             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

<PAGE>

                                     -9-

performance figures relative to such figures for groups of other annuities
analyzed by Lipper Analytical Services and Morningstar, Inc. as having the
same investment objectives.

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

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

<PAGE>

                                     -10-

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

<PAGE>
THE DIRECTOR ELITE
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)         [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase Series
I of Director Elite variable annuity. Please read it carefully.

Director Elite 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 Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- PRUDENTIAL JENNISON PORTFOLIO SUB-ACCOUNT which purchases Class II shares of
  the Prudential Jennison Portfolio of The Prudential Series Fund, Inc.

- PRUDENTIAL 20/20 FOCUS PORTFOLIO SUB-ACCOUNT which purchases Class II shares
  of the 20/20 Focus Portfolio of The Prudential Series Fund, Inc.

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

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

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------
PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001
<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                  PAGE
------------------------------------------------------------------------
<S>                                                             <C>
DEFINITIONS                                                         4
------------------------------------------------------------------------
FEE TABLE                                                           6
------------------------------------------------------------------------
HIGHLIGHTS                                                         12
------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                       13
------------------------------------------------------------------------
  Hartford Life Insurance Company                                  13
------------------------------------------------------------------------
  The Separate Account                                             14
------------------------------------------------------------------------
  The Funds                                                        14
------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                    16
------------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURE                                     17
------------------------------------------------------------------------
THE CONTRACT                                                       17
------------------------------------------------------------------------
  Purchases and Contract Value                                     17
------------------------------------------------------------------------
  Charges and Fees                                                 20
------------------------------------------------------------------------
  Death Benefit                                                    22
------------------------------------------------------------------------
  Surrenders                                                       24
------------------------------------------------------------------------
ANNUITY PAYOUTS                                                    26
------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                           28
------------------------------------------------------------------------
OTHER INFORMATION                                                  29
------------------------------------------------------------------------
  Legal Matters and Experts                                        29
------------------------------------------------------------------------
  More Information                                                 29
------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                         30
------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION           34
------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
PLANS                                                              35
------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                 38
------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

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

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

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

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

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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

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

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

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

HARTFORD, WE OR OUR: HARTFORD LIFE INSURANCE COMPANY. Only Hartford is a
capitalized term in the prospectus.

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

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

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

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

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

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

SURRENDER: A complete or partial withdrawal from your Contract.

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

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

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                             <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage of
  Premium Payments)                                              None
---------------------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage of Premium
  Payments) (1)
    First Year (2)                                                  7%
---------------------------------------------------------------------
    Second Year                                                     6%
---------------------------------------------------------------------
    Third Year                                                      6%
---------------------------------------------------------------------
    Fourth Year                                                     5%
---------------------------------------------------------------------
    Fifth Year                                                      4%
---------------------------------------------------------------------
    Sixth Year                                                      3%
---------------------------------------------------------------------
    Seventh Year                                                    2%
---------------------------------------------------------------------
    Eighth Year                                                     0%
---------------------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                                        $30
---------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average
  daily Sub-Account Value)
    Mortality and Expense Risk Charge                            1.25%
---------------------------------------------------------------------
    Total Separate Account Annual Expenses                       1.25%
---------------------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
---------------------------------------------------------------------
    Optional Death Benefit Charge                                0.15%
---------------------------------------------------------------------
    Earnings Protection Benefit Charge                           0.20%
---------------------------------------------------------------------
    Total Separate Account Annual Expenses with all optional
     charges                                                     1.60%
---------------------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                    (as a percentage of average net assets)

<TABLE>
<CAPTION>
                                                                                 12B-1 DISTRIBUTION                TOTAL FUND
                                                                                  AND/OR SERVICING      OTHER      OPERATING
                                                              MANAGEMENT FEES           FEES           EXPENSES     EXPENSES
<S>                                                           <C>                <C>                   <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------
Prudential Jennison Portfolio                                      0.60%                0.25%            0.18%        1.03%
-----------------------------------------------------------------------------------------------------------------------------
Prudential 20/20 Focus Portfolio                                   0.75%                0.25%            0.49%        1.49%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                                         0.63%                 N/A             0.02%        0.65%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                                             0.49%                 N/A             0.03%        0.52%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund                             0.64%                 N/A             0.02%        0.66%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS Fund                              0.65%                 N/A             0.03%        0.68%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (1)                                0.85%                 N/A             0.25%        1.10%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                                   0.74%                 N/A             0.12%        0.86%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund (1)                            0.85%                 N/A             0.25%        1.10%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund                                0.78%                 N/A             0.04%        0.82%
-----------------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                       0.66%                 N/A             0.06%        0.72%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                                            0.40%                 N/A             0.03%        0.43%
-----------------------------------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund                           0.76%                 N/A             0.09%        0.85%
-----------------------------------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund                      0.69%                 N/A             0.09%        0.78%
-----------------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                                           0.76%                 N/A             0.03%        0.79%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                                     0.45%                 N/A             0.02%        0.47%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                              0.45%                 N/A             0.03%        0.48%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                                    0.75%                 N/A             0.03%        0.78%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                                            0.46%                 N/A             0.02%        0.48%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE



YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                                          If you Surrender your Contract:              If you annuitize your Contract:
SUB-ACCOUNT                                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>
--------------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL JENNISON PORTFOLIO
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $85        $129        N/A        N/A        $23        $ 73        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $86        $134        N/A        N/A        $25        $ 78        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $87        $135        N/A        N/A        $25        $ 79        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $88        $140        N/A        N/A        $27        $ 84        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
PRUDENTIAL 20/20 FOCUS PORTFOLIO
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $90        $143        N/A        N/A        $28        $ 87        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $91        $147        N/A        N/A        $30        $ 92        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $92        $149        N/A        N/A        $30        $ 93        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $93        $153        N/A        N/A        $32        $ 98        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $81        $118       $147       $230        $19        $ 61       $106       $229
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $83        $123       $154       $246        $21        $ 66       $114       $245
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $83        $124       $157       $251        $22        $ 68       $116       $251
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $85        $128       $164       $267        $23        $ 72       $124       $266
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $80        $114       $140       $216        $18        $ 57       $ 99       $215
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $81        $119       $148       $232        $20        $ 62       $107       $232
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $82        $120       $150       $238        $20        $ 64       $110       $237
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $83        $125       $158       $253        $22        $ 68       $117       $253
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $81        $118       $147       $231        $20        $ 62       $106       $230
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $83        $123       $155       $247        $21        $ 66       $114       $246
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $83        $124       $157       $252        $22        $ 68       $117       $252
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $85        $129       $165       $268        $23        $ 73       $125       $267
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $81        $119       $148       $233        $20        $ 62       $108       $233
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $83        $123       $156       $249        $21        $ 67       $115       $248
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $83        $125       $158       $254        $22        $ 69       $118       $254
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $85        $129       $166       $270        $23        $ 73       $126       $269
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $86        $131        N/A        N/A        $24        $ 75        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $87        $136        N/A        N/A        $26        $ 80        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $88        $137        N/A        N/A        $26        $ 81        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $89        $142        N/A        N/A        $28        $ 86        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $83        $124       $157       $252        $22        $ 68       $117       $252
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $85        $129       $165       $268        $23        $ 73       $125       $267
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $85        $130       $167       $273        $24        $ 74       $127       $272
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $87        $135       $175       $288        $25        $ 79       $135       $288
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL TECHNOLOGY HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $86        $131        N/A        N/A        $24        $ 75        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $87        $136        N/A        N/A        $26        $ 80        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $88        $137        N/A        N/A        $26        $ 81        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $89        $142        N/A        N/A        $28        $ 86        N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                          If you do not Surrender your Contract:
SUB-ACCOUNT                                1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                       <C>        <C>        <C>        <C>
----------------------------------------
PRUDENTIAL JENNISON PORTFOLIO
----------------------------------------
  Without any optional benefits             $24        $ 74        N/A        N/A
----------------------------------------
  With Optional Death Benefit               $26        $ 78        N/A        N/A
----------------------------------------
  With Earnings Protection Benefit          $26        $ 80        N/A        N/A
----------------------------------------
  With both optional benefits               $28        $ 85        N/A        N/A
----------------------------------------
PRUDENTIAL 20/20 FOCUS PORTFOLIO
----------------------------------------
  Without any optional benefits             $29        $ 88        N/A        N/A
----------------------------------------
  With Optional Death Benefit               $30        $ 93        N/A        N/A
----------------------------------------
  With Earnings Protection Benefit          $31        $ 94        N/A        N/A
----------------------------------------
  With both optional benefits               $32        $ 99        N/A        N/A
----------------------------------------
HARTFORD ADVISERS HLS FUND
----------------------------------------
  Without any optional benefits             $20        $ 62       $107       $230
----------------------------------------
  With Optional Death Benefit               $22        $ 67       $114       $246
----------------------------------------
  With Earnings Protection Benefit          $22        $ 68       $117       $251
----------------------------------------
  With both optional benefits               $24        $ 73       $125       $267
----------------------------------------
HARTFORD BOND HLS FUND
----------------------------------------
  Without any optional benefits             $19        $ 58       $100       $216
----------------------------------------
  With Optional Death Benefit               $20        $ 63       $108       $232
----------------------------------------
  With Earnings Protection Benefit          $21        $ 64       $110       $238
----------------------------------------
  With both optional benefits               $22        $ 69       $118       $253
----------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
----------------------------------------
  Without any optional benefits             $20        $ 62       $107       $231
----------------------------------------
  With Optional Death Benefit               $22        $ 67       $115       $247
----------------------------------------
  With Earnings Protection Benefit          $22        $ 69       $118       $252
----------------------------------------
  With both optional benefits               $24        $ 73       $125       $268
----------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
----------------------------------------
  Without any optional benefits             $20        $ 63       $108       $233
----------------------------------------
  With Optional Death Benefit               $22        $ 68       $116       $249
----------------------------------------
  With Earnings Protection Benefit          $22        $ 69       $119       $254
----------------------------------------
  With both optional benefits               $24        $ 74       $126       $270
----------------------------------------
HARTFORD GLOBAL HEALTH HLS FUND
----------------------------------------
  Without any optional benefits             $25        $ 76        N/A        N/A
----------------------------------------
  With Optional Death Benefit               $26        $ 81        N/A        N/A
----------------------------------------
  With Earnings Protection Benefit          $27        $ 82        N/A        N/A
----------------------------------------
  With both optional benefits               $28        $ 87        N/A        N/A
----------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
----------------------------------------
  Without any optional benefits             $22        $ 69       $118       $252
----------------------------------------
  With Optional Death Benefit               $24        $ 73       $125       $268
----------------------------------------
  With Earnings Protection Benefit          $24        $ 75       $128       $273
----------------------------------------
  With both optional benefits               $26        $ 79       $136       $288
----------------------------------------
HARTFORD GLOBAL TECHNOLOGY HLS FUND
----------------------------------------
  Without any optional benefits             $25        $ 76        N/A        N/A
----------------------------------------
  With Optional Death Benefit               $26        $ 81        N/A        N/A
----------------------------------------
  With Earnings Protection Benefit          $27        $ 82        N/A        N/A
----------------------------------------
  With both optional benefits               $28        $ 87        N/A        N/A
----------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>
                                          If you Surrender your Contract:              If you annuitize your Contract:
SUB-ACCOUNT                                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>
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $83        $123       $155       $248        $21        $ 67       $115       $247
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $84        $128       $163       $264        $23        $ 71       $123       $263
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $85        $129       $165       $269        $23        $ 73       $125       $268
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $86        $133       $173       $284        $25        $ 78       $133       $283
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $82        $120       $150       $238        $20        $ 64       $110       $237
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $83        $125       $158       $253        $22        $ 68       $117       $253
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $84        $126       $160       $259        $22        $ 70       $120       $258
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $85        $131       $168       $274        $24        $ 74       $128       $273
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $79        $112       $135       $207        $17        $ 55       $ 94       $206
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $80        $116       $143       $223        $19        $ 59       $102       $222
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $81        $118       $146       $228        $19        $ 61       $105       $227
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $82        $122       $153       $244        $21        $ 65       $113       $243
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $83        $124       $157       $251        $22        $ 68       $116       $251
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $85        $128       $164       $267        $23        $ 72       $124       $266
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $85        $130       $167       $272        $24        $ 74       $127       $271
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $87        $134       $174       $287        $25        $ 78       $134       $287
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $82        $122       $153       $244        $21        $ 65       $113       $243
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $84        $126       $161       $260        $22        $ 70       $120       $259
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $84        $128       $163       $265        $23        $ 72       $123       $264
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $86        $132       $171       $280        $24        $ 76       $131       $279
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $82        $122       $154       $245        $21        $ 66       $113       $244
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $84        $127       $161       $261        $22        $ 70       $121       $260
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $84        $128       $164       $266        $23        $ 72       $124       $265
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $86        $133       $171       $281        $24        $ 77       $131       $280
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
Without any optional benefits               $79        $113       $137       $211        $18        $ 56       $ 97       $210
--------------------------------------------------------------------------------------------------------------------------------
With Optional Death Benefit                 $81        $117       $145       $227        $19        $ 61       $104       $226
--------------------------------------------------------------------------------------------------------------------------------
With Earnings Protection Benefit            $81        $119       $148       $232        $20        $ 62       $107       $232
--------------------------------------------------------------------------------------------------------------------------------
With both optional benefits                 $83        $123       $155       $248        $21        $ 67       $115       $247
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $79        $113       $138       $212        $18        $ 56       $ 97       $211
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $81        $118       $146       $228        $19        $ 61       $105       $227
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $81        $119       $148       $233        $20        $ 62       $108       $233
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $83        $123       $156       $249        $21        $ 67       $115       $248
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $82        $122       $153       $244        $21        $ 65       $113       $243
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $84        $126       $161       $260        $22        $ 70       $120       $259
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $84        $128       $163       $265        $23        $ 72       $123       $264
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $86        $132       $171       $280        $24        $ 76       $131       $279
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $79        $113       $138       $212        $18        $ 56       $ 97       $211
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $81        $118       $146       $228        $19        $ 61       $105       $227
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $81        $119       $148       $233        $20        $ 62       $108       $233
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $83        $123       $156       $249        $21        $ 67       $115       $248
--------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                          If you do not Surrender your Contract:
SUB-ACCOUNT                                1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                       <C>        <C>        <C>        <C>
----------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
----------------------------------------
  Without any optional benefits             $22        $ 67       $115       $248
----------------------------------------
  With Optional Death Benefit               $23        $ 72       $123       $264
----------------------------------------
  With Earnings Protection Benefit          $24        $ 74       $126       $269
----------------------------------------
  With both optional benefits               $25        $ 78       $134       $284
----------------------------------------
HARTFORD HIGH YIELD HLS FUND
----------------------------------------
  Without any optional benefits             $21        $ 64       $110       $238
----------------------------------------
  With Optional Death Benefit               $22        $ 69       $118       $253
----------------------------------------
  With Earnings Protection Benefit          $23        $ 70       $121       $259
----------------------------------------
  With both optional benefits               $24        $ 75       $128       $274
----------------------------------------
HARTFORD INDEX HLS FUND
----------------------------------------
  Without any optional benefits             $18        $ 55       $ 95       $207
----------------------------------------
  With Optional Death Benefit               $19        $ 60       $103       $223
----------------------------------------
  With Earnings Protection Benefit          $20        $ 61       $106       $228
----------------------------------------
  With both optional benefits               $21        $ 66       $113       $244
----------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
----------------------------------------
  Without any optional benefits             $22        $ 68       $117       $251
----------------------------------------
  With Optional Death Benefit               $24        $ 73       $125       $267
----------------------------------------
  With Earnings Protection Benefit          $24        $ 74       $127       $272
----------------------------------------
  With both optional benefits               $26        $ 79       $135       $287
----------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND
----------------------------------------
  Without any optional benefits             $21        $ 66       $113       $244
----------------------------------------
  With Optional Death Benefit               $23        $ 71       $121       $260
----------------------------------------
  With Earnings Protection Benefit          $23        $ 72       $124       $265
----------------------------------------
  With both optional benefits               $25        $ 77       $131       $280
----------------------------------------
HARTFORD MIDCAP HLS FUND
----------------------------------------
  Without any optional benefits             $22        $ 66       $114       $245
----------------------------------------
  With Optional Death Benefit               $23        $ 71       $122       $261
----------------------------------------
  With Earnings Protection Benefit          $24        $ 73       $124       $266
----------------------------------------
  With both optional benefits               $25        $ 77       $132       $281
----------------------------------------
HARTFORD MONEY MARKET HLS FUND
----------------------------------------
Without any optional benefits               $18        $ 56       $ 97       $211
----------------------------------------
With Optional Death Benefit                 $20        $ 61       $105       $227
----------------------------------------
With Earnings Protection Benefit            $20        $ 63       $108       $232
----------------------------------------
With both optional benefits                 $22        $ 67       $115       $248
----------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
----------------------------------------
  Without any optional benefits             $18        $ 57       $ 98       $212
----------------------------------------
  With Optional Death Benefit               $20        $ 61       $106       $228
----------------------------------------
  With Earnings Protection Benefit          $20        $ 63       $108       $233
----------------------------------------
  With both optional benefits               $22        $ 68       $116       $249
----------------------------------------
HARTFORD SMALL COMPANY HLS FUND
----------------------------------------
  Without any optional benefits             $21        $ 66       $113       $244
----------------------------------------
  With Optional Death Benefit               $23        $ 71       $121       $260
----------------------------------------
  With Earnings Protection Benefit          $23        $ 72       $124       $265
----------------------------------------
  With both optional benefits               $25        $ 77       $131       $280
----------------------------------------
HARTFORD STOCK HLS FUND
----------------------------------------
  Without any optional benefits             $18        $ 57       $ 98       $212
----------------------------------------
  With Optional Death Benefit               $20        $ 61       $106       $228
----------------------------------------
  With Earnings Protection Benefit          $20        $ 63       $108       $233
----------------------------------------
  With both optional benefits               $22        $ 68       $116       $249
----------------------------------------
</TABLE>


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

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Prudential Jennison Portfolio, Prudential 20/20 Focus Portfolio, Hartford Global
Health HLS Fund and Hartford Global Technology HLS Fund Sub-Accounts because as
of December 31, 1999 the Sub-Accounts had not commenced operations. No
information is shown for the Earnings Protection Benefit because as of
December 31, 1999, the Earnings Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                              DECEMBER 31, 1999
                                                                  WITHOUT THE
                                                                    OPTIONAL            WITH THE OPTIONAL
                                                                 DEATH BENEFIT      DEATH BENEFIT (UNAUDITED)
<S>                                                             <C>                 <C>
-------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
(INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of period                       $4.398                  $4.663
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $4.803                  $4.798
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                      1,156,230                   4,952
-------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of period                       $2.258                  $2.233
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.185                  $2.182
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        167,707                     756
-------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of period                       $5.526                  $6.255
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $7.501                  $7.494
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        347,433                   1,112
-------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MARCH 8, 1994)
Accumulation Unit Value at beginning of period                       $2.471                  $2.655
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.570                  $2.567
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        381,269                   1,030
-------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of period                       $1.315                  $1.451
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.952                  $1.951
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         25,343                     602
-------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JUNE 1, 1998)
Accumulation Unit Value at beginning of period                       $1.182                  $1.281
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.422                  $1.420
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         41,232                   1,551
-------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (INCEPTION DATE SEPTEMBER 30, 1998)
Accumulation Unit Value at beginning of period                       $1.035                  $1.084
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.070                  $1.069
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         14,681                     707
-------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                              DECEMBER 31, 1999
                                                                  WITHOUT THE
                                                                    OPTIONAL            WITH THE OPTIONAL
                                                                 DEATH BENEFIT      DEATH BENEFIT (UNAUDITED)
<S>                                                             <C>                 <C>
-------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
(INCEPTION DATE MAY 1, 1987)
Accumulation Unit Value at beginning of period                       $4.712                  $5.181
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $5.608                  $5.602
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        152,272                   1,107
-------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT
  (INCEPTION DATE MARCH 1, 1995)
Accumulation Unit Value at beginning of period                       $1.476                  $1.576
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.796                  $1.794
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         57,797                     391
-------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 2, 1990)
Accumulation Unit Value at beginning of period                       $1.641                  $1.806
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.267                  $2.256
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        218,272                     449
-------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (INCEPTION DATE JULY 15, 1997)
Accumulation Unit Value at beginning of period                       $1.371                  $1.588
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.056                  $2.054
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        118,306                   1,455
-------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of period                       $1.716                  $1.735
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.777                  $1.776
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        213,832                   1,061
-------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of period                       $2.211                  $2.231
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.217                  $2.214
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         69,555                     120
-------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 9, 1996)
Accumulation Unit Value at beginning of period                       $1.374                  $1.510
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.251                  $2.248
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        107,808                     726
-------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (INCEPTION DATE AUGUST 1, 1986)
Accumulation Unit Value at beginning of period                       $6.066                  $6.715
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $7.176                  $7.169
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        432,424                   2,105
-------------------------------------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

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

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:


- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

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

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
                                                                              13
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.


Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. Please consult with your
Registered Representative. If you do not tell us what Annuity Payout Option you
want before that time, we will make Automatic Annuity Payouts under the Life
Annuity with Payments for a Period Certain Payout Option with a ten-year period
certain payment option. Automatic Annuity Payouts will be fixed-dollar amount
Annuity Payout, variable-dollar amount Annuity Payouts, or a combination of
fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.

<TABLE>
<CAPTION>
                                       HARTFORD'S RATINGS
                                     EFFECTIVE DATE
           RATING AGENCY               OF RATING     RATING            BASIS OF RATING
<S>                                  <C>             <C>     <C>
------------------------------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                           4/1/00         A+   Financial performance
------------------------------------------------------------------------------------------------
 Standard & Poor's                       8/1/00        AA    Insurer financial strength
------------------------------------------------------------------------------------------------
 Fitch                                   5/1/00        AA+   Financial Strength
------------------------------------------------------------------------------------------------
</TABLE>

These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Contract will equal the total of the payments
you make to us.

THE FUNDS


Prudential Jennison Portfolio and Prudential's 20/20 Focus Portfolio are part of
The Prudential Series Fund. The Prudential Series Fund, Inc. is an open-end
management investment company that was organized under the laws of Maryland on
November 15, 1982. The Prudential Series Fund, Inc. offers two classes of shares
in each portfolio: Class I shares and Class II shares. This Annuity invests only
in Class II shares of The Prudential Series Fund, Inc.



The Prudential Insurance Company of America ("Prudential") serves as the overall
investment adviser for The Prudential Series Fund, Inc. Prudential is located at
751 Broad Street, Newark, New Jersey 07102-3777. The Prudential Investment
Corporation ("PIC"), a wholly owned subsidiary of Prudential, provides
investment advisory services for the value equity portion of Prudential's 20/20
Focus Portfolio. PIC's address is 751 Broad Street, Newark, New Jersey
07102-3777. Jennison Associates LLC ("Jennison"), a wholly owned subsidiary of
Prudential, provides substantially all of the investment advisory services for
the Prudential Jennison Portfolio and the growth equity portion of Prudential's
20/20 Focus Portfolio. Jennison's address is 466 Lexington Avenue, New York, New
York 10017.


Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

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

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

PRUDENTIAL JENNISON PORTFOLIO -- Seeks to achieve long-term growth of capital by
investing primarily in equity securities of major, established corporations that
the investment adviser believes offer above-average growth prospects.

PRUDENTIAL 20/20 FOCUS PORTFOLIO -- Seeks to achieve long-term growth of capital
by investing primarily in up to 40 equity securities of U.S. companies that are
selected by the investment advisers (up to 20 by each) as having strong capital
appreciation potential.

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
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
section in the accompanying prospectus for the Funds entitled "Hartford Bond HLS
Fund, Inc." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

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

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

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:

- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.

- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.

* "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>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

- 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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

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

A money market 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.

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.
<PAGE>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

FIXED ACCUMULATION FEATURE

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

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

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to
12 months and all Premium Payments and accrued interest must be transferred to
the selected Sub-Accounts in 7 to 12-months. This will be accomplished by
monthly transfers for the period selected and a final transfer of the entire
amount remaining in the Program.

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

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.

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;
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                                                 HARTFORD LIFE INSURANCE COMPANY
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- 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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

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

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

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

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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:
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HARTFORD LIFE INSURANCE COMPANY
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- 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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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, or 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

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

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

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

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.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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CHARGES AND FEES

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

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

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

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
      1                        7%
-----------------------------------------
      2                        6%
-----------------------------------------
      3                        6%
-----------------------------------------
      4                        5%
-----------------------------------------
      5                        4%
-----------------------------------------
      6                        3%
-----------------------------------------
      7                        2%
-----------------------------------------
  8 or more                    0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.
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HARTFORD LIFE INSURANCE COMPANY
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SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

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

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

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

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

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

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.
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                                                 HARTFORD LIFE INSURANCE COMPANY
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DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

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

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

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

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

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in Washington or New York. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.



Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."


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

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.

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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment,
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                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
had the spouse elected to receive the Death Benefit as a lump sum payment.
Spousal Contract continuation will only apply one time for each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.

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 . . .
<S>                           <C>                                  <C>
------------------------------------------------------------------------------------------------------
Contract Owner                There is a surviving joint Contract  The Annuitant is living or deceased
                              Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner
------------------------------------------------------------------------------------------------------
Contract Owner                There is no surviving joint          The Annuitant is living or deceased
                              Contract Owner and the Beneficiary
                              predeceases the Contract Owner
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         There is no named Contingent
                                                                   Annuitant
------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living         The Contingent Annuitant is living
------------------------------------------------------------------------------------------------------

<CAPTION>
IF THE DECEASED IS THE . . .            THEN THE . . .
<S>                           <C>
----------------------------
Contract Owner                Joint Contract Owner receives the
                              Death Benefit.
----------------------------
Contract Owner                Designated Beneficiary receives the
                              Death Benefit.
----------------------------
Contract Owner                Contract Owner's estate receives
                              the Death Benefit.
----------------------------
Annuitant                     The Contract Owner becomes the
                              Contingent Annuitant and the
                              Contract continues.
----------------------------
Annuitant                     Contingent Annuitant becomes the
                              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 Owner                The Annuitant is living                   Designated Beneficiary becomes the
                                                                        Contract Owner.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is living              Contract Owner receives the Death
                                                                        Benefit.
----------------------------------------------------------------------------------------------------------------
Annuitant                     The Annuitant is also the Contract Owner  Designated Beneficiary 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.

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

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Period Certain Annuity Payout Option. Under this option, we pay
you the Commuted Value of your Contract minus any
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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applicable Contingent Deferred Sales Charges. 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 select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.

If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change

Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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 QUALIFIED TAX ADVISER BEFORE MAKING ANY
SURRENDERS. PLEASE SEE THE
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                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
"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:

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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 you purchased your Contract in
New York, you must begin Annuity Payouts by your 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

JOINT AND LAST SURVIVOR LIFE ANNUITY

We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:

- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.
<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:

- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.


- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

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

- monthly,

- quarterly,

- semi-annually, or

- annually.

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

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the
<PAGE>
28
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
first. If the Sub-Accounts earned less than the AIR, then the second monthly
Annuity Payout Option is lower than the first.

Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

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

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

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

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

OTHER INFORMATION
--------------------------------------------------------------------------------

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

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

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

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
         1-800-862-7155 (Registered Representative)
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                                                 HARTFORD LIFE INSURANCE COMPANY
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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 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
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HARTFORD LIFE INSURANCE COMPANY
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    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.


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


    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).
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32
                                                 HARTFORD LIFE INSURANCE COMPANY
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    5. Distributions of amounts which are allocable to the "investment in the
       contract" prior to August 14, 1982 (see next subparagraph e.).

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

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

    f.  REQUIRED DISTRIBUTIONS.


  i. Death of Contract Owner or Primary Annuitant


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

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

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

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


 ii. Alternative Election to Satisfy Distribution Requirements


If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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
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HARTFORD LIFE INSURANCE COMPANY
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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

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

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

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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
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34
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
<PAGE>
36
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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.


IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualifed tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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.
<PAGE>
                                                                              37
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

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

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

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

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

- over a period not extending beyond the life expectancy of the Participant or
  the joint life expectancy of the Participant and the Participant's designated
  beneficiary.

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
38
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$108,000  Contract Value prior to Surrender equals
 .09259   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$ 9,722   Value equals
$95,278   the new Interest Accumulation Value
</TABLE>

EXAMPLE 2
Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>       <S>
$100,000  Premium Payment
$ 5,000   Interest of 5%
--------
$105,000  Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>       <S>
$10,000   partial Surrender divided by
$92,000   Contract Value prior to Surrender equals
 .10870   multiplied by
$105,000  Interest Accumulation Value for a total of
          to be deducted from the Interest Accumulation
$11,413   Value equals
$93,587   the New Interest Accumulation Value
</TABLE>

<PAGE>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

<PAGE>
This form must be completed for all tax-sheltered annuities.

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for Director Elite variable
annuity 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 ELITE


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: Investment Product Services, P.O. Box 5085, Hartford, Connecticut
06102-5085.





Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001











333-69485


<PAGE>



                                     -2-


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
SECTION                                                                             PAGE
-------                                                                             ----
<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>

                                     -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.               4/1/00               A+        Financial performance
-----------------------------------------------------------------------------------------------------
Standard & Poor's                         8/1/00               AA        Insurer financial strength
-----------------------------------------------------------------------------------------------------
Fitch                                     5/1/00               AA+       Financial strength
-----------------------------------------------------------------------------------------------------
</TABLE>


These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.

                              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.
HSD is an affiliate of Hartford.

<PAGE>

                                     -4-

Both HSD and Hartford are ultimately controlled by The Hartford Financial
Services Group, Inc. The principal business address of HSD is the same as
that of Hartford.

The securities will be sold by salesperson of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for different broker-dealers
or financial institutions, will be made by HSD, its affiliates or Hartford
out of their own assets and will not effect the amounts paid by the
policyholders or contract owners to purchase, hold or Surrender variable
insurance products.

Hartford currently pays HSD underwriting commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years, the aggregate dollar amount of
underwriting commissions paid to HSD in its role as Principal Underwriter has
been: 1999: $159,553,734; 1998: $61,629,500; and 1997: $64,851,026. HSD has
retained none of these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
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,

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

                                                365/7
     Effective Yield = [(Base Period Return + 1)     ] - 1

THE MONEY MARKET FUND SUB-ACCOUNT'S YIELD AND EFFECTIVE YIELD WILL VARY IN
RESPONSE TO FLUCTUATIONS IN INTEREST RATES AND IN THE EXPENSES OF THE
SUB-ACCOUNT. THE CURRENT YIELD AND EFFECTIVE YIELD REFLECT RECURRING CHARGES
ON THE SEPARATE ACCOUNT LEVEL, INCLUDING THE MAXIMUM ANNUAL MAINTENANCE FEE.

  YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------
SUB-ACCOUNT                                  YIELD                      EFFECTIVE YIELD
--------------------------------------------------------------------------------------------
<S>                                         <C>                         <C>
Hartford Money Market HLS Fund               4.09%                         4.18%
--------------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

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 charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day

<PAGE>

                                     -6-

period were computed by dividing the dividends and interest 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.

           YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------
SUB-ACCOUNT                                                               YIELD
----------------------------------------------------------------------------------
<S>                                                                      <C>
Hartford Bond HLS Fund                                                    5.69%
----------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                              8.30%
----------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                     5.51%
----------------------------------------------------------------------------------
</TABLE>

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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. Standardized total return will be
calculated for one year, five years and ten years or some other relevant
periods if a Sub-Account has not been in existence for at least ten years.


The following are the standardized average annual total return quotations for
the Sub-

<PAGE>

                                     -7-

Accounts. There is no information for Hartford Global Health HLS Fund,
Hartford Global Technology HLS Fund, Prudential Jennison Portfolio, and
Prudential 20/20 Focus Portfolio Sub-Accounts, because as of December 31,
1999 the Sub-Accounts had not commenced operations.

   STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------
          SUB-ACCOUNT           SEPARATE ACCOUNT          1 YEAR          5 YEAR          10 YEAR       SINCE INCEPTION
                                 INCEPTION DATE                                                       OF SEPARATE ACCOUNT
---------------------------------------------------------------------------------------------------------------------------
<S>                             <C>                       <C>            <C>             <C>           <C>
Hartford Advisers HLS Fund          6/2/86                -0.79%          16.68%           10.63%             N/A
---------------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86               -13.23%           3.03%            3.73%             N/A
---------------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86                25.75%          20.95%           16.33%             N/A
HLS Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94                -5.99%          18.18%            N/A             15.15%
HLS Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS        10/1/98                38.51%           N/A              N/A             61.69%
Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income         5/29/98               10.32%           N/A              N/A             17.78%
HLS Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund       10/1/98               -6.60%           N/A              N/A             -4.06%
---------------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87                9.00%           23.93%           13.72%             N/A
---------------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95                11.63%           N/A              N/A              9.66%
HLS Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90                28.12%          10.72%            N/A              6.02%
Opportunities HLS Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund           7/30/97                39.92%           N/A              N/A             29.75%
---------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/2/86                -6.41%           0.27%            1.09%             N/A
Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86                -9.74%           2.89%            3.44%             N/A
HLS Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96                53.78%           N/A              N/A             23.06%
Fund
---------------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86                8.30%           24.60%           14.16%             N/A
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund 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

<PAGE>

                                     -8-

return described above, except that the contingent deferred sales charge and
the Annual Maintenance Fee are not deducted. Therefore, non-standardized
total return for a Sub-Account is higher than standardized total return for a
Sub-Account. The following are the non-standardized annualized total return
quotations for the Sub-Accounts. There is no information for Hartford Global
Health HLS Fund, Hartford Global Technology HLS Fund, Prudential Jennison
Portfolio, and Prudential 20/20 Focus Portfolio Sub-Accounts, because as of
December 31, 1999 the Sub-Accounts had not commenced operations.

  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
           THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
          SUB-ACCOUNT                 FUND         1 YEAR         5 YEAR           10 YEAR       SINCE INCEPTION
                                 INCEPTION DATE                                                     OF FUND
------------------------------------------------------------------------------------------------------------------
<S>                              <C>              <C>            <C>              <C>             <C>
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%           12.57%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%           6.34%            6.07%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%           18.28%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%             N/A             17.61%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS         10/1/98        48.51%            N/A              N/A             70.84%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income          5/29/98        20.32%            N/A              N/A             24.75%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%            N/A              N/A             5.57%
------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%           15.98%             N/A
------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%            N/A              N/A             12.86%
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%             N/A             8.99%
Opportunities HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%            N/A              N/A             34.65%
------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS           6/30/80         3.59%           3.98%            3.80%             N/A
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%           6.25%            5.77%             N/A
HLS Fund
------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS          8/9/96         63.78%            N/A              N/A             26.99%
Fund
------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%           16.42%             N/A
------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

<PAGE>

                                     -9-

                             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
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;

<PAGE>

                                     -10-

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 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>
THE WACHOVIA DIRECTOR
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)         [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

This prospectus describes information you should know before you purchase The
Wachovia Director variable annuity. Please read it carefully.

The Wachovia Director variable annuity is a contract between you and Hartford
Life Insurance Company where you agree to make at least one Premium Payment to
us and we agree to make a series of Annuity Payouts at a later date. This
Contract 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 Contract will fluctuate with the
   performance of the underlying funds.

At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:

- WACHOVIA BALANCED FUND II SUB-ACCOUNT which purchases shares of Wachovia
  Balanced Fund II of The Wachovia Variable Insurance Funds.

- WACHOVIA EQUITY FUND II SUB-ACCOUNT which purchases shares of Wachovia Equity
  Fund II of The Wachovia Variable Insurance Funds.

- WACHOVIA SPECIAL VALUES FUND II SUB-ACCOUNT which purchases shares of Wachovia
  Special Values Fund II of The Wachovia Variable Insurance Funds.

- OFFIT VIF -- HIGH YIELD FUND SUB-ACCOUNT which purchases shares of OFFIT High
  Yield Fund of The OFFIT Variable Insurance Fund, Inc.

- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.
<PAGE>
- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.

You may also allocate some or all of your Premium Payment to the Fixed
Accumulation Feature, which pays an interest rate guaranteed for a certain time
period from the time the Premium Payment is made. Premium Payments allocated to
the Fixed Accumulation Feature are not segregated from our company assets like
the assets of the Separate Account.

If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:

-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency

This Contract may not be available for sale in all states.
--------------------------------------------------------------------------------

PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001

<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                  PAGE
------------------------------------------------------------------------
<S>                                                             <C>
DEFINITIONS                                                         4
------------------------------------------------------------------------
FEE TABLE                                                           6
------------------------------------------------------------------------
HIGHLIGHTS                                                         13
------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                       14
------------------------------------------------------------------------
  Hartford Life Insurance Company                                  14
------------------------------------------------------------------------
  The Separate Account                                             15
------------------------------------------------------------------------
  The Funds                                                        15
------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                    17
------------------------------------------------------------------------
FIXED ACCUMULATION FEATURE                                         18
------------------------------------------------------------------------
THE CONTRACT                                                       19
------------------------------------------------------------------------
  Purchases and Contract Value                                     19
------------------------------------------------------------------------
  Charges and Fees                                                 21
------------------------------------------------------------------------
  Death Benefit                                                    23
------------------------------------------------------------------------
  Surrenders                                                       26
------------------------------------------------------------------------
ANNUITY PAYOUTS                                                    28
------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                           30
------------------------------------------------------------------------
OTHER INFORMATION                                                  31
------------------------------------------------------------------------
  Legal Matters and Experts                                        31
------------------------------------------------------------------------
  More Information                                                 31
------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                         32
------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION           36
------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
PLANS                                                              37
------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                 40
------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.

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, Connecticut
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.

ANNUAL WITHDRAWAL AMOUNT: This is the amount you can Surrender per Contract Year
without paying a Contingent Deferred Sales Charge. This amount is
non-cumulative, meaning that it cannot be carried over from one year to the
next.

ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed after your Contract is issued.

ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.

CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before the Annuity Commencement Date. You must name
a Contingent Annuitant before the original Annuitant's death.

CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.

CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.

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 VALUE: The total value of the Accounts on any Valuation Day.

CONTRACT YEAR: Any 12 month period between Contract Anniversaries, beginning
with the date the Contract was issued.

DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.

DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.

FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.

GENERAL ACCOUNT: The General Account includes our company assets and any money
you have invested in the Fixed Accumulation Feature.

HARTFORD, WE OR OUR: Hartford Life Insurance Company. Only Hartford is a
capitalized term in the prospectus.

JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.
<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

NET INVESTMENT FACTOR: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next, and is also used to calculate
your Annuity Payout amount.

NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.

PAYEE: The person or party you designate to receive Annuity Payouts.

PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.

PREMIUM TAX: A tax charged by a state or municipality on Premium Payments.

REQUIRED MINIMUM DISTRIBUTION: A federal requirement that individuals age 70 1/2
and older must take a distribution from their tax-qualified retirement account
by December 31, each year. For employer sponsored Qualified Contracts, the
individual must begin taking distributions at the age of 70 1/2 or upon
retirement, whichever comes later.

SUB-ACCOUNT VALUE: The value on or before the Annuity Calculation Date, which is
determined on any day by multiplying the number of Accumulation Units by the
Accumulation Unit Value for that Sub-Account.

SURRENDER: A complete or partial withdrawal from your Contract.

SURRENDER VALUE: The amount we pay you if you terminate your Contract before the
Annuity Commencement Date. The Surrender Value is equal to the Contract Value
minus any applicable charges.

VALUATION DAY: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange, generally 4:00 p.m. Eastern Time.

VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.
<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                                   FEE TABLE


<TABLE>
<S>                                                             <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage of
  Premium Payments)                                               None
----------------------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage of Premium
  Payments) (1)
  First Year (2)                                                     7%
----------------------------------------------------------------------
  Second Year                                                        6%
----------------------------------------------------------------------
  Third Year                                                         6%
----------------------------------------------------------------------
  Fourth Year                                                        5%
----------------------------------------------------------------------
  Fifth Year                                                         4%
----------------------------------------------------------------------
  Sixth Year                                                         3%
----------------------------------------------------------------------
  Seventh Year                                                       2%
----------------------------------------------------------------------
  Eighth Year                                                        0%
----------------------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                                         $30
----------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average
  daily Sub-Account Value)
  Mortality and Expense Risk Charge                               1.25%
----------------------------------------------------------------------
  Total Separate Account Annual Expenses                          1.25%
----------------------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
  Optional Death Benefit Charge                                   0.15%
----------------------------------------------------------------------
  Earnings Protection Benefit charge                              0.20%
----------------------------------------------------------------------
  Total Separate Account Annual Expenses with all Optional
    Charges                                                       1.60%
----------------------------------------------------------------------
</TABLE>


(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    See "Charges and Fees -- The Contingent Deferred Sales Charge." The
    Contingent Deferred Sales Charge is not assessed on partial Surrenders which
    do not exceed the Annual Withdrawal Amount.

(2) Length of time from each Premium Payment.

(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.

The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.

The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.
<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

                         Annual Fund Operating Expenses

                           As of the Fund's Year End
                        (As a percentage of net assets)

<TABLE>
<CAPTION>
                                                                                        12B-1
                                                                                     DISTRIBUTION                  TOTAL FUND
                                                                                   AND/OR SERVICING     OTHER      OPERATING
                                                                MANAGEMENT FEES          FEES          EXPENSES     EXPENSES
<S>                                                             <C>                <C>                 <C>         <C>
-----------------------------------------------------------------------------------------------------------------------------
Wachovia Balanced Fund II (1)(2)                                     0.70%               0.00%           0.75%        1.45%
-----------------------------------------------------------------------------------------------------------------------------
Wachovia Equity Fund II (1)(2)                                       0.70%               0.00%           0.75%        1.45%
-----------------------------------------------------------------------------------------------------------------------------
Wachovia Special Values Fund II (1)(2)                               0.80%               0.00%           1.65%        2.45%
-----------------------------------------------------------------------------------------------------------------------------
OFFIT VIF -- High Yield Fund                                         0.85%                N/A            0.30%        1.15%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                                           0.63%                N/A            0.02%        0.65%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                                               0.49%                N/A            0.03%        0.52%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund                               0.64%                N/A            0.02%        0.66%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS Fund                                0.65%                N/A            0.03%        0.68%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (3)                                  0.85%                N/A            0.25%        1.10%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                                     0.74%                N/A            0.12%        0.86%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund (3)                              0.85%                N/A            0.25%        1.10%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund                                  0.78%                N/A            0.04%        0.82%
-----------------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                         0.66%                N/A            0.06%        0.72%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                                              0.40%                N/A            0.03%        0.43%
-----------------------------------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund                             0.76%                N/A            0.09%        0.85%
-----------------------------------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund                        0.69%                N/A            0.09%        0.78%
-----------------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                                             0.76%                N/A            0.03%        0.79%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                                       0.45%                N/A            0.02%        0.47%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                0.45%                N/A            0.03%        0.48%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                                      0.75%                N/A            0.03%        0.78%
-----------------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                                              0.46%                N/A            0.02%        0.48%
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1) The Wachovia Variable Insurance Funds (the "Fund") has adopted a Rule 12b-1
    Plan, which allows the Fund to pay marketing fees to the Fund's distributor
    and to investment professionals for sales, distribution and customer
    servicing at an annual rate of up to 0.25% of the average daily net asset
    value of the Fund's shares. The Fund has no present intention of accruing or
    paying marketing fees.

(2) Current fees for Wachovia Balanced Fund II, Wachovia Equity Fund II and
    Wachovia Special Values Fund II are based on a three (3) month fiscal year.
    The fund adviser is currently waiving a portion of its fees. Including fee
    waivers, total fund operating expenses for Wachovia Balanced Fund II,
    Wachovia Equity Fund II and Wachovia Special Values Fund II are set forth
    below. The fund adviser reserves the right to discontinue the waiver of fees
    at anytime.

<TABLE>
<CAPTION>
                                                                                 12B-1
                                                                              DISTRIBUTION                  TOTAL FUND
                                                                            AND/OR SERVICING     OTHER      OPERATING
                                                         MANAGEMENT FEES          FEES          EXPENSES     EXPENSES
<S>                                                      <C>                <C>                 <C>         <C>
----------------------------------------------------------------------------------------------------------------------
Wachovia Balanced Fund II                                     0.26%               0.00%           0.75%        1.01%
----------------------------------------------------------------------------------------------------------------------
Wachovia Equity Fund II                                       0.40%               0.00%           0.75%        1.15%
----------------------------------------------------------------------------------------------------------------------
Wachovia Special Values Fund II                               0.00%               0.00%           1.25%        1.25%
----------------------------------------------------------------------------------------------------------------------
</TABLE>

(3) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.
<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE



YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                                          If you Surrender your Contract:              If you annuitize your Contract:
SUB-ACCOUNT                                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>
--------------------------------------------------------------------------------------------------------------------------------

WACHOVIA BALANCED FUND II
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 89       $142       $186       $312        $28        $ 86       $147       $311
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 91       $146       $194       $327        $29        $ 91       $155       $326
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 91       $148       $196       $332        $30        $ 92       $157       $331
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 93       $152       $203       $346        $31        $ 97       $165       $345
--------------------------------------------------------------------------------------------------------------------------------

WACHOVIA EQUITY FUND II
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 89       $142       $186       $312        $28        $ 86       $147       $311
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 91       $146       $194       $327        $29        $ 91       $155       $326
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 91       $148       $196       $332        $30        $ 92       $157       $331
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 93       $152       $203       $346        $31        $ 97       $165       $345
--------------------------------------------------------------------------------------------------------------------------------

WACHOVIA SPECIAL VALUES FUND II
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 99       $171       $234       $406        $38        $116       $197       $405
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $101       $175       $241       $419        $39        $121       $204       $418
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $101       $176       $243       $424        $40        $122       $206       $423
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $103       $181       $250       $437        $42        $127       $213       $436
--------------------------------------------------------------------------------------------------------------------------------

OFFIT VIF -- HIGH YIELD FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 86       $133       $172       $282        $25        $ 77       $132       $281
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 88       $137       $179       $297        $26        $ 81       $139       $297
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 88       $139       $181       $302        $27        $ 83       $142       $302
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 90       $143       $189       $317        $28        $ 88       $150       $316
--------------------------------------------------------------------------------------------------------------------------------

HARTFORD ADVISERS HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 81       $118       $147       $230        $19        $ 61       $106       $229
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 83       $123       $154       $246        $21        $ 66       $114       $245
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 83       $124       $157       $251        $22        $ 68       $116       $251
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 85       $128       $164       $267        $23        $ 72       $124       $266
--------------------------------------------------------------------------------------------------------------------------------

HARTFORD BOND HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 80       $114       $140       $216        $18        $ 57       $ 99       $215
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 81       $119       $148       $232        $20        $ 62       $107       $232
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 82       $120       $150       $238        $20        $ 64       $110       $237
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 83       $125       $158       $253        $22        $ 68       $117       $253
--------------------------------------------------------------------------------------------------------------------------------

HARTFORD CAPITAL APPRECIATION HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 81       $118       $147       $231        $20        $ 62       $106       $230
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 83       $123       $155       $247        $21        $ 66       $114       $246
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 83       $124       $157       $252        $22        $ 68       $117       $252
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 85       $129       $165       $268        $23        $ 73       $125       $267
--------------------------------------------------------------------------------------------------------------------------------

HARTFORD DIVIDEND AND GROWTH HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 81       $119       $148       $233        $20        $ 62       $108       $233
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 83       $123       $156       $249        $21        $ 67       $115       $248
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 83       $125       $158       $254        $22        $ 69       $118       $254
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 85       $129       $166       $270        $23        $ 73       $126       $269
--------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                          If you do not Surrender your Contract:
SUB-ACCOUNT                                1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                       <C>        <C>        <C>        <C>
----------------------------------------
WACHOVIA BALANCED FUND II
----------------------------------------
  Without any optional benefits             $28        $ 87       $148       $312
----------------------------------------
  With Optional Death Benefit               $30        $ 91       $155       $327
----------------------------------------
  With Earnings Protection Benefit          $30        $ 93       $158       $332
----------------------------------------
  With both optional benefits               $32        $ 97       $165       $346
----------------------------------------
WACHOVIA EQUITY FUND II
----------------------------------------
  Without any optional benefits             $28        $ 87       $148       $312
----------------------------------------
  With Optional Death Benefit               $30        $ 91       $155       $327
----------------------------------------
  With Earnings Protection Benefit          $30        $ 93       $158       $332
----------------------------------------
  With both optional benefits               $32        $ 97       $165       $346
----------------------------------------
WACHOVIA SPECIAL VALUES FUND II
----------------------------------------
  Without any optional benefits             $39        $117       $197       $406
----------------------------------------
  With Optional Death Benefit               $40        $121       $204       $419
----------------------------------------
  With Earnings Protection Benefit          $41        $123       $207       $424
----------------------------------------
  With both optional benefits               $42        $127       $214       $437
----------------------------------------
OFFIT VIF -- HIGH YIELD FUND
----------------------------------------
  Without any optional benefits             $25        $ 78       $132       $282
----------------------------------------
  With Optional Death Benefit               $27        $ 82       $140       $297
----------------------------------------
  With Earnings Protection Benefit          $27        $ 84       $143       $302
----------------------------------------
  With both optional benefits               $29        $ 88       $150       $317
----------------------------------------
HARTFORD ADVISERS HLS FUND
----------------------------------------
  Without any optional benefits             $20        $ 62       $107       $230
----------------------------------------
  With Optional Death Benefit               $22        $ 67       $114       $246
----------------------------------------
  With Earnings Protection Benefit          $22        $ 68       $117       $251
----------------------------------------
  With both optional benefits               $24        $ 73       $125       $267
----------------------------------------
HARTFORD BOND HLS FUND
----------------------------------------
  Without any optional benefits             $19        $ 58       $100       $216
----------------------------------------
  With Optional Death Benefit               $20        $ 63       $108       $232
----------------------------------------
  With Earnings Protection Benefit          $21        $ 64       $110       $238
----------------------------------------
  With both optional benefits               $22        $ 69       $118       $253
----------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
----------------------------------------
  Without any optional benefits             $20        $ 62       $107       $231
----------------------------------------
  With Optional Death Benefit               $22        $ 67       $115       $247
----------------------------------------
  With Earnings Protection Benefit          $22        $ 69       $118       $252
----------------------------------------
  With both optional benefits               $24        $ 73       $125       $268
----------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
----------------------------------------
  Without any optional benefits             $20        $ 63       $108       $233
----------------------------------------
  With Optional Death Benefit               $22        $ 68       $116       $249
----------------------------------------
  With Earnings Protection Benefit          $22        $ 69       $119       $254
----------------------------------------
  With both optional benefits               $24        $ 74       $126       $270
----------------------------------------
</TABLE>


<PAGE>
                                                                               9
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          If you Surrender your Contract:              If you annuitize your Contract:
SUB-ACCOUNT                                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>
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 86       $131      N/A        N/A          $24        $ 75      N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 87       $136      N/A        N/A          $26        $ 80      N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 88       $137      N/A        N/A          $26        $ 81      N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 89       $142      N/A        N/A          $28        $ 86      N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 83       $124       $157       $252        $22        $ 68       $117       $252
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 85       $129       $165       $268        $23        $ 73       $125       $267
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 85       $130       $167       $273        $24        $ 74       $127       $272
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 87       $135       $175       $288        $25        $ 79       $135       $288
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL TECHNOLOGY HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 86       $131      N/A        N/A          $24        $ 75      N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 87       $136      N/A        N/A          $26        $ 80      N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 88       $137      N/A        N/A          $26        $ 81      N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 89       $142      N/A        N/A          $28        $ 86      N/A        N/A
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 83       $123       $155       $248        $21        $ 67       $115       $247
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 84       $128       $163       $264        $23        $ 71       $123       $263
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 85       $129       $165       $269        $23        $ 73       $125       $268
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 86       $133       $173       $284        $25        $ 78       $133       $283
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 82       $120       $150       $238        $20        $ 64       $110       $237
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 83       $125       $158       $253        $22        $ 68       $117       $253
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 84       $126       $160       $259        $22        $ 70       $120       $258
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 85       $131       $168       $274        $24        $ 74       $128       $273
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 79       $112       $135       $207        $17        $ 55       $ 94       $206
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 80       $116       $143       $223        $19        $ 59       $102       $222
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 81       $118       $146       $228        $19        $ 61       $105       $227
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 82       $122       $153       $244        $21        $ 65       $113       $243
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 83       $124       $157       $251        $22        $ 68       $116       $251
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 85       $128       $164       $267        $23        $ 72       $124       $266
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 85       $130       $167       $272        $24        $ 74       $127       $271
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 87       $134       $174       $287        $25        $ 78       $134       $287
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 82       $122       $153       $244        $21        $ 65       $113       $243
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 84       $126       $161       $260        $22        $ 70       $120       $259
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 84       $128       $163       $265        $23        $ 72       $123       $264
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 86       $132       $171       $280        $24        $ 76       $131       $279
--------------------------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 82       $122       $154       $245        $21        $ 66       $113       $244
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 84       $127       $161       $261        $22        $ 70       $121       $260
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 84       $128       $164       $266        $23        $ 72       $124       $265
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 86       $133       $171       $281        $24        $ 77       $131       $280
--------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                          If you do not Surrender your Contract:
SUB-ACCOUNT                                1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                       <C>        <C>        <C>        <C>
----------------------------------------
HARTFORD GLOBAL HEALTH HLS FUND
----------------------------------------
  Without any optional benefits             $25        $ 76      N/A        N/A
----------------------------------------
  With Optional Death Benefit               $26        $ 81      N/A        N/A
----------------------------------------
  With Earnings Protection Benefit          $27        $ 82      N/A        N/A
----------------------------------------
  With both optional benefits               $28        $ 87      N/A        N/A
----------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
----------------------------------------
  Without any optional benefits             $22        $ 69       $118       $252
----------------------------------------
  With Optional Death Benefit               $24        $ 73       $125       $268
----------------------------------------
  With Earnings Protection Benefit          $24        $ 75       $128       $273
----------------------------------------
  With both optional benefits               $26        $ 79       $136       $288
----------------------------------------
HARTFORD GLOBAL TECHNOLOGY HLS FUND
----------------------------------------
  Without any optional benefits             $25        $ 76      N/A        N/A
----------------------------------------
  With Optional Death Benefit               $26        $ 81      N/A        N/A
----------------------------------------
  With Earnings Protection Benefit          $27        $ 82      N/A        N/A
----------------------------------------
  With both optional benefits               $28        $ 87      N/A        N/A
----------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
----------------------------------------
  Without any optional benefits             $22        $ 67       $115       $248
----------------------------------------
  With Optional Death Benefit               $23        $ 72       $123       $264
----------------------------------------
  With Earnings Protection Benefit          $24        $ 74       $126       $269
----------------------------------------
  With both optional benefits               $25        $ 78       $134       $284
----------------------------------------
HARTFORD HIGH YIELD HLS FUND
----------------------------------------
  Without any optional benefits             $21        $ 64       $110       $238
----------------------------------------
  With Optional Death Benefit               $22        $ 69       $118       $253
----------------------------------------
  With Earnings Protection Benefit          $23        $ 70       $121       $259
----------------------------------------
  With both optional benefits               $24        $ 75       $128       $274
----------------------------------------
HARTFORD INDEX HLS FUND
----------------------------------------
  Without any optional benefits             $18        $ 55       $ 95       $207
----------------------------------------
  With Optional Death Benefit               $19        $ 60       $103       $223
----------------------------------------
  With Earnings Protection Benefit          $20        $ 61       $106       $228
----------------------------------------
  With both optional benefits               $21        $ 66       $113       $244
----------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND
----------------------------------------
  Without any optional benefits             $22        $ 68       $117       $251
----------------------------------------
  With Optional Death Benefit               $24        $ 73       $125       $267
----------------------------------------
  With Earnings Protection Benefit          $24        $ 74       $127       $272
----------------------------------------
  With both optional benefits               $26        $ 79       $135       $287
----------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS
  FUND
----------------------------------------
  Without any optional benefits             $21        $ 66       $113       $244
----------------------------------------
  With Optional Death Benefit               $23        $ 71       $121       $260
----------------------------------------
  With Earnings Protection Benefit          $23        $ 72       $124       $265
----------------------------------------
  With both optional benefits               $25        $ 77       $131       $280
----------------------------------------
HARTFORD MIDCAP HLS FUND
----------------------------------------
  Without any optional benefits             $22        $ 66       $114       $245
----------------------------------------
  With Optional Death Benefit               $23        $ 71       $122       $261
----------------------------------------
  With Earnings Protection Benefit          $24        $ 73       $124       $266
----------------------------------------
  With both optional benefits               $25        $ 77       $132       $281
----------------------------------------
</TABLE>


<PAGE>
10
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                          If you Surrender your Contract:              If you annuitize your Contract:
SUB-ACCOUNT                                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>
--------------------------------------------------------------------------------------------------------------------------------

HARTFORD MONEY MARKET HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 79       $113       $137       $211        $18        $ 56       $ 97       $210
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 81       $117       $145       $227        $19        $ 61       $104       $226
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 81       $119       $148       $232        $20        $ 62       $107       $232
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 83       $123       $155       $248        $21        $ 67       $115       $247
--------------------------------------------------------------------------------------------------------------------------------

HARTFORD MORTGAGE SECURITIES HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 79       $113       $138       $212        $18        $ 56       $ 97       $211
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 81       $118       $146       $228        $19        $ 61       $105       $227
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 81       $119       $148       $233        $20        $ 62       $108       $233
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 83       $123       $156       $249        $21        $ 67       $115       $248
--------------------------------------------------------------------------------------------------------------------------------

HARTFORD SMALL COMPANY HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 82       $122       $153       $244        $21        $ 65       $113       $243
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 84       $126       $161       $260        $22        $ 70       $120       $259
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 84       $128       $163       $265        $23        $ 72       $123       $264
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 86       $132       $171       $280        $24        $ 76       $131       $279
--------------------------------------------------------------------------------------------------------------------------------

HARTFORD STOCK HLS FUND
--------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits             $ 79       $113       $138       $212        $18        $ 56       $ 97       $211
--------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit               $ 81       $118       $146       $228        $19        $ 61       $105       $227
--------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit          $ 81       $119       $148       $233        $20        $ 62       $108       $233
--------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits               $ 83       $123       $156       $249        $21        $ 67       $115       $248
--------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                          If you do not Surrender your Contract:
SUB-ACCOUNT                                1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                       <C>        <C>        <C>        <C>
----------------------------------------
HARTFORD MONEY MARKET HLS FUND
----------------------------------------
  Without any optional benefits             $18        $ 56       $ 97       $211
----------------------------------------
  With Optional Death Benefit               $20        $ 61       $105       $227
----------------------------------------
  With Earnings Protection Benefit          $20        $ 63       $108       $232
----------------------------------------
  With both optional benefits               $22        $ 67       $115       $248
----------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
----------------------------------------
  Without any optional benefits             $18        $ 57       $ 98       $212
----------------------------------------
  With Optional Death Benefit               $20        $ 61       $106       $228
----------------------------------------
  With Earnings Protection Benefit          $20        $ 63       $108       $233
----------------------------------------
  With both optional benefits               $22        $ 68       $116       $249
----------------------------------------
HARTFORD SMALL COMPANY HLS FUND
----------------------------------------
  Without any optional benefits             $21        $ 66       $113       $244
----------------------------------------
  With Optional Death Benefit               $23        $ 71       $121       $260
----------------------------------------
  With Earnings Protection Benefit          $23        $ 72       $124       $265
----------------------------------------
  With both optional benefits               $25        $ 77       $131       $280
----------------------------------------
HARTFORD STOCK HLS FUND
----------------------------------------
  Without any optional benefits             $18        $ 57       $ 98       $212
----------------------------------------
  With Optional Death Benefit               $20        $ 61       $106       $228
----------------------------------------
  With Earnings Protection Benefit          $20        $ 63       $108       $233
----------------------------------------
  With both optional benefits               $22        $ 68       $116       $249
----------------------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

ACCUMULATION UNIT VALUES

(For an Accumulation Unit outstanding throughout the period)


The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Wachovia Balanced Fund II, Wachovia Equity Fund II, Wachovia Special Values Fund
II, OFFIT VIF -- High Yield Fund, Hartford Global Health HLS Fund and Hartford
Global Technology HLS Fund Sub-Accounts because as of December 31, 1999 the
Sub-Accounts had not commenced operations. No information is shown for the
Earnings Protection Benefit because as of December 31, 1999, the Earnings
Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                             DECEMBER 31, 1999
                                                                  WITHOUT THE
                                                                   OPTIONAL            WITH THE OPTIONAL
                                                                 DEATH BENEFIT     DEATH BENEFIT (UNAUDITED)
<S>                                                             <C>                <C>
------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                    $    4.398                 $4.663
------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                          $    4.803                 $4.798
------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                       1,156,230                  4,952
------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                    $    2.258                 $2.233
------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                          $    2.185                 $2.182
------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         167,707                    756
------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                    $    5.526                 $6.255
------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                          $    7.501                 $7.494
------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         347,433                  1,112
------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND SUB-ACCOUNT
  (Inception Date March 8, 1994)
Accumulation Unit Value at beginning of period                    $    2.471                 $2.655
------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                          $    2.570                 $2.567
------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         381,269                  1,030
------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT
  (Inception Date September 30, 1998)
Accumulation Unit Value at beginning of period                    $    1.315                 $1.451
------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                          $    1.952                 $1.951
------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                          25,343                    602
------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT
  (Inception Date June 1, 1998)
Accumulation Unit Value at beginning of period                    $    1.182                 $1.281
------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                          $    1.422                 $1.420
------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                          41,232                  1,551
------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (Inception Date September 30, 1998)
Accumulation Unit Value at beginning of period                    $    1.035                 $1.084
------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                          $    1.070                 $1.069
------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                          14,681                    707
------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
12
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                              DECEMBER 31, 1999
                                                                  WITHOUT THE
                                                                    OPTIONAL            WITH THE OPTIONAL
                                                                 DEATH BENEFIT      DEATH BENEFIT (UNAUDITED)
<S>                                                             <C>                 <C>
-------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (Inception Date May 1, 1987)
Accumulation Unit Value at beginning of period                       $4.712                   $5.181
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $5.608                   $5.602
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        152,272                    1,107
-------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT
  (Inception Date March 1, 1995)
Accumulation Unit Value at beginning of period                       $1.476                   $1.576
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.796                   $1.794
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         57,797                      391
-------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT
  (Inception Date July 2, 1990)
Accumulation Unit Value at beginning of period                       $1.641                   $1.806
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.267                   $2.265
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        218,272                      449
-------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (Inception Date July 15, 1997)
Accumulation Unit Value at beginning of period                       $1.371                   $1.588
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.056                   $2.054
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        118,306                    1,455
-------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $1.716                   $1.735
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.777                   $1.776
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        213,832                    1,061
-------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $2.211                   $2.231
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.217                   $2.214
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         69,555                      120
-------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT
  (Inception Date August 9, 1996)
Accumulation Unit Value at beginning of period                       $1.374                   $1.510
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.251                   $2.248
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        107,808                      726
-------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $6.066                   $6.715
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $7.176                   $7.169
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        432,424                    2,105
-------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
                                                                              13
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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.

-  For a limited time, usually within ten days after you receive your Contract,
   you may cancel your Contract without paying a Contingent Deferred Sales
   Charge. You may bear the investment risk for your Premium Payment prior to
   our receipt of your request for cancellation.

WHAT TYPE OF SALES CHARGE WILL I PAY?

You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
         1                     7%
-----------------------------------------
         2                     6%
-----------------------------------------
         3                     6%
-----------------------------------------
         4                     5%
-----------------------------------------
         5                     4%
-----------------------------------------
         6                     3%
-----------------------------------------
         7                     2%
-----------------------------------------
     8 or more                 0%
-----------------------------------------
</TABLE>

You won't be charged a Contingent Deferred Sales Charge on:

X  The Annual Withdrawal Amount


X  Premium Payments or earnings that have been in your Contract for more than
   seven years


X  Distributions made due to death

X  Most payments we made to you as part of your Contract Payout

IS THERE AN ANNUAL MAINTENANCE FEE?

We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

In addition to the Annual Maintenance Fee, you pay the following charges each
year:

- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.

- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT -- If you elect the Earnings Protection Benefit, we
will subtract an additional charge on a daily basis until we begin to make
Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.

-  You may have to pay income tax on the money you take out and, if you
   Surrender before you are age 59 1/2, you may have to pay an income tax
   penalty.

-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.

WILL HARTFORD PAY A DEATH BENEFIT?

There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.

The Death Benefit is the greater of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or

- The Contract Value of your Contract, 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
<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Payments and partial Surrenders. We will calculate an Anniversary Value for each
Contract Anniversary prior to the deceased's 81st birthday or date of death,
whichever is earlier. The Anniversary Value is equal to the Contract Value as of
a Contract Anniversary, increased by the dollar amount of any Premium Payments
made since that anniversary and reduced by the dollar amount of any partial
Surrenders since that anniversary. The Maximum Anniversary Value is equal to the
greatest Anniversary Value attained from this series of calculations.

You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.

The Interest Accumulation Value will be:

-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;

-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in the states of Washington
or New York, the Optional Death Benefit is not available. Once you elect the
Optional Death Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.


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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.


You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. If you do not tell us what
Annuity Payout Option you want before that time, we will make Automatic Annuity
Payouts under the Life Annuity with Payments for a Period Certain Payout Option
with a ten-year period certain payment option. Automatic Annuity Payouts will be
fixed-dollar amount Annuity Payouts, variable-dollar amount Annuity Payouts, or
a combination of fixed, variable dollar amount Annuity Payouts, or a combination
of fixed or variable dollar amount Annuity Payouts, depending on the investment
allocation of your Account in effect on the Annuity Commencement Date.


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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.
<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                            HARTFORD'S RATINGS
                         EFFECTIVE DATE
    RATING AGENCY          OF RATING       RATING       BASIS OF RATING
<S>                      <C>              <C>        <C>
--------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                4/1/00          A+     Financial performance
--------------------------------------------------------------------------
                                                     Insurer financial
 Standard & Poor's            8/1/00         AA      strength
--------------------------------------------------------------------------
 Fitch                        5/1/00         AA+     Financial Strength
--------------------------------------------------------------------------
</TABLE>


These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.

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 Contract will equal the total of the payments
you make to us.

THE FUNDS

Wachovia Balanced Fund II, Wachovia Equity Fund II, and Wachovia Special Values
Fund II are series of The Wachovia Variable Insurance Funds, an open-end,
management investment company established under the laws of the Commonwealth of
Massachusetts on March 3, 2000. Wachovia Asset Management, a business unit of
Wachovia Bank, N.A., serves as the investment adviser to The Wachovia Variable
Insurance Funds. Wachovia Asset Management is located at 100 North Main Street,
Winston-Salem, NC 27101.

OFFIT VIF -- High Yield Fund is a series of The OFFIT Variable Insurance Fund,
Inc., an open-end, management investment company organized as a Maryland
corporation on July 1, 1994. The investment adviser to The OFFIT Variable
Insurance Fund, Inc. is OFFITBANK, whose principal address is 520 Madison
Avenue, New York, New York, 10022. OFFITBANK is a subsidiary of the Wachovia
Corporation, a leading bank holding company with Wachovia Bank, N.A. as its
principal subsidiary.

Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.

Each Hartford HLS Fund, except for Hartford Global Health HLS Fund, Hartford
Global Leaders HLS Fund, Hartford Global Technology HLS Fund, Hartford Growth
and Income HLS Fund and Hartford High Yield HLS Fund, is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. Hartford Global Leaders HLS Fund,
Hartford Growth and Income HLS Fund and 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. Hartford Global Health HLS Fund and Hartford Global
Technology HLS Fund are non-diversified series of Hartford Series Fund, Inc. The
shares of each Fund have been divided into Class IA and Class IB. Only Class IA
shares are available in this Contract.

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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:

WACHOVIA BALANCED FUND II -- Seeks to produce long-term growth of principal and
current income.

WACHOVIA EQUITY FUND II -- Seeks to produce growth of principal and income.

WACHOVIA SPECIAL VALUES FUND II -- Seeks to produce growth of principal.

OFFIT VIF-HIGH YIELD FUND -- Seeks high current income, with capital
appreciation as a secondary objective. The Fund invests at least 65% of its
total assets in US corporate fixed income securities that are rated below
investment grade.

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.
<PAGE>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.

HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by 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 GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.

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. Sub-advised by HIMCO.

HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.

HARTFORD STOCK HLS FUND -- Seeks long-term growth by investing primarily in
equity securities. Sub-advised by Wellington Management.

MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of Contract Owners, and of owners of
other contracts whose contract values are allocated to one or more of these
other separate accounts investing in any one of the Funds. In the event of any
such material conflicts, we will consider what action may be appropriate,
including removing the Fund from the Separate Account or replacing the Fund with
another underlying fund. There are certain risks associated with mixed and
shared funding, as disclosed in the Funds' prospectus.

VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the

* "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>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
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 the
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.

ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.

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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.

The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.

If applicable, the Sub-Accounts may advertise YIELD IN ADDITION TO TOTAL RETURN.
The yield will be computed in the following manner: The net investment income
per unit earned during a recent one month period is divided by the unit value on
the last day of the period. This figure includes the recurring charges at the
Separate Account level including the Annual Maintenance Fee.

A money market 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.

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
<PAGE>
18
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
management and tax and retirement planning, and other investment alternatives,
including comparisons between the Contract and the characteristics of and market
for such alternatives.

FIXED ACCUMULATION FEATURE
--------------------------------------------------------------------------------

IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to the laws governing the investments of insurance company
General Accounts.

Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.

IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.

From time to time, we may credit increased interest rates under certain programs
established in our sole discretion.

DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.

The pre-authorized transfers will begin within 15 days of receipt of the Program
payment provided we receive complete enrollment instructions. If we do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, you will receive the Fixed Accumulation Feature's
current effective interest rate. Any subsequent payments we receive within the
Program period selected will be allocated to the Sub-Accounts over the remainder
of that Program transfer period.

You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.

We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.

You may only have one DCA program in place at one time.
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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.

If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.


We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.


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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.

For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.

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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.

CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?

We want you to be satisfied with the Contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your Contract, simply return it within ten days after you receive it with a
written request for cancellation that indicates your tax-withholding
instructions. In some states, you may be allowed more time to cancel your
Contract. We will not deduct any Contingent Deferred Sales Charges during this
time. We may require additional information, including a signature guarantee,
before we can cancel your Contract.

You bear the investment risk from the time the Contract is issued until we
receive your complete cancellation request.

The amount we pay you upon cancellation depends on the requirements of the state
where you purchased your Contract, the method of purchase, the type of Contract
you purchased and your age.

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?

The Contract Value is the sum of all Accounts. There are two things that affect
your 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
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                                                 HARTFORD LIFE INSURANCE COMPANY
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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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.

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 Florida, Maryland, Oregon or New York, 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.

Some states may have different restrictions.

FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:

- 30% of your total amount in the Fixed Accumulation Feature, or

- An amount equal to the largest previous transfer.

These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.

If your interest rate renews at a rate at least 1% lower than your prior
interest rate, you may transfer an amount equal to up to 100% of the amount to
be invested at the renewal rate. You must make this transfer request within 60
days of being notified of the renewal rate.

FIXED ACCUMULATION FEATURE TRANSFER RESTRICTIONS -- We reserve the right to
defer transfers from the Fixed Accumulation Feature for up to 6 months from the
date of your request. After any transfer, you must wait six months before moving
Sub-Account Values back to the Fixed Accumulation Feature.

TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:

- By calling us at 1-800-862-6668

- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com

Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.

Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.

We will send you a confirmation when we process your transfer. You are
responsible for verifying transfer confirmations and
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promptly advising us of any errors within 30 days of receiving the confirmation.

Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.

Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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

The following charges and fees are associated with the Contract:

1. THE CONTINGENT DEFERRED SALES CHARGE

The Contingent Deferred Sales Charge covers some of the expenses relating to the
sale and distribution of the Contract, including commissions paid to registered
representatives and the cost of preparing sales literature and other promotional
activities.

We may assess a Contingent Deferred Sales Charge when you request a full or
partial Surrender. The Contingent Deferred Sales Charge is based on the amount
you choose to Surrender and how long your Premium Payments have been in the
Contract. Each Premium Payment has its own Contingent Deferred Sales Charge
schedule. Premium Payments are Surrendered in the order in which they were
received. The longer you leave your Premium Payments in the Contract, the lower
the Contingent Deferred Sales Charge will be when you Surrender. The amount
assessed a Contingent Deferred Sales Charge will not exceed your total Premium
Payments.

The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
         1                     7%
-----------------------------------------
         2                     6%
-----------------------------------------
         3                     6%
-----------------------------------------
         4                     5%
-----------------------------------------
         5                     4%
-----------------------------------------
         6                     3%
-----------------------------------------
         7                     2%
-----------------------------------------
     8 or more                 0%
-----------------------------------------
</TABLE>

For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:

- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.

- We will then Surrender the Premium Payments that have been in the Contract the
  longest.

- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00

- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.

- Your Contingent Deferred Sales Charge is $435.00.

If you have any questions about these charges, please contact your financial
adviser or Hartford.

THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.

UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:

- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar
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  days to a: (a) facility recognized as a general hospital by the proper
  authority of the state in which it is located; or (b) facility recognized as a
  general hospital by the Joint Commission on the Accreditation of Hospitals; or
  (c) facility certified as a hospital or long-term care facility; or (d)
  nursing home licensed by the state in which it is located and offers the
  services of a registered nurse 24 hours a day. If you, the joint owner or the
  Annuitant is confined when you purchase the Contract, this waiver is not
  available. For it to apply, you must: (a) have owned the Contract continuously
  since it was issued, (b) provide written proof of confinement satisfactory to
  us, and (c) request the Surrender within 90 calendar days of the last day of
  confinement. This waiver may not be available in all states. Please contact
  your Registered Representative or us to determine if it is available for you.

- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.

- On or after the Annuitant's 90th birthday.

THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:

- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).

- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.

- Upon cancellation during the Right to Cancel Period.

SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

2. MORTALITY AND EXPENSE RISK CHARGE

For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:

- MORTALITY RISK -- There are two types of mortality risks that we assume, those
  made while your Premium Payments are accumulating and those made once Annuity
  Payouts have begun.

During the period your Premium Payments are accumulating, we are required to
cover any difference between the Death Benefit paid and the Surrender Value.
These differences may occur during periods of declining value or in periods
where the Contingent Deferred Sales Charges would have been applicable. The risk
that we bear during this period is that actual mortality rates, in aggregate,
may exceed expected mortality rates.

Once Annuity Payouts have begun, we may be required to make Annuity Payouts as
long as the Annuitant is living, regardless of how long the Annuitant lives. We
would be required to make these payments if the Payout Option chosen is the Life
Annuity, Life Annuity With Payments for a Period Certain or Joint and Last
Survivor Life Annuity Payout Option. The risk that we bear during this period is
that the actual mortality rates, in aggregate, may be lower than the expected
mortality rates.

- EXPENSE RISK -- We also bear an expense risk that the Contingent Deferred
  Sales Charges and the Annual Maintenance Fee collected before the Annuity
  Commencement Date may not be enough to cover the actual cost of selling,
  distributing and administering the Contract.

Although variable Annuity Payouts will fluctuate with the performance of the
underlying Fund selected, your Annuity Payouts will NOT be affected by (a) the
actual mortality experience of our Annuitants, or (b) our actual expenses if
they are greater than the deductions stated in the Contract. Because we cannot
be certain how long our Annuitants will live, we charge this percentage fee
based on the mortality tables currently in use. The mortality and expense risk
charge enables us to keep our commitments and to pay you as planned.

3. ANNUAL MAINTENANCE FEE

The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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
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Contracts. We also reserve the right to waive the Annual Maintenance Fee under
certain other conditions.

4. PREMIUM TAXES

We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.

5. CHARGES AGAINST THE FUNDS

The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of .15% of your Contract Value invested in the Funds.


EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.

DEATH BENEFIT

WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?

The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.

The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account and the dollar amount for the Fixed Accumulation Feature for
each Beneficiary's portion of the proceeds.

If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:

- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or

- The Contract Value of your Contract; or

- The Maximum Anniversary Value, which is described below.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.

You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

The Interest Accumulation Value will be:

- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;

- Plus any Premium Payments made after the Optional Death Benefit is added;

- Minus any partial Surrenders after the Optional Death Benefit is added;

- Compounded daily at an annual interest rate of 5%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.

On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.

The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".


If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in the states of Washington or New York. Once you elect the
Optional Death Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and

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                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


New York. You cannot elect the Earnings Protection Benefit if you or your
Annuitant is age 76 or older. Once you elect the Earnings Protection Benefit,
you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

--------------------------------------------------------------------------------


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.

--------------------------------------------------------------------------------


Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.

<PAGE>
                                                                              25
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."


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 "Death
Benefit Remaining with the Company" to leave proceeds from the Death Benefit
with us for up to five years from the date of the Contract Owner's death if the
Contract Owner died before the Annuity Commencement Date. Once we receive a
certified death certificate or other legal documents acceptable to us, the
Beneficiary can: (a) make Sub-Account transfers and (b) take Surrenders without
paying Contingent Deferred Sales Charges.

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.

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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment, had the spouse elected to receive the Death Benefit as a
lump sum payment. Spousal Contract continuation will only apply one time for
each Contract.


If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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.
<PAGE>
26
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

IF DEATH OCCURS BEFORE THE ANNUITY COMMENCEMENT DATE:

<TABLE>
<CAPTION>
IF THE DECEASED IS THE . . .            AND . . .                     AND . . .                   THEN THE . . .
<S>                             <C>                           <C>                           <C>
----------------------------------------------------------------------------------------------------------------------
Contract Owner                  There is a surviving joint    The Annuitant is living or    Joint Contract Owner
                                Contract Owner                deceased                      receives the Death
                                                                                            Benefit.
----------------------------------------------------------------------------------------------------------------------
Contract Owner                  There is no surviving         The Annuitant is living or    Designated Beneficiary
                                joint Contract Owner          deceased                      receives the Death
                                                                                            Benefit.
----------------------------------------------------------------------------------------------------------------------
Contract Owner                  There is no surviving         The Annuitant is living or    Contract Owner's estate
                                joint Contract Owner and      deceased                      receives the Death
                                the Beneficiary                                             Benefit.
                                predeceases the Contract
                                Owner
----------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is         There is no named             The Contract Owner becomes
                                living                        Contingent Annuitant          the Contingent Annuitant
                                                                                            and the Contract
                                                                                            continues.
----------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is         The Contingent Annuitant      Contingent Annuitant
                                living                        is living                     becomes the 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 Owner                  The Annuitant is living                     Designated Beneficiary becomes the
                                                                            Contract Owner.
--------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is living                Contract Owner receives the Death
                                                                            Benefit.
--------------------------------------------------------------------------------------------------------------------
Annuitant                       The Annuitant is also the Contract Owner    Designated Beneficiary 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.

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, Contingent Deferred Sales Charges and
the Annual Maintenance Fee. The Surrender Value may be more or less than the
amount of the Premium Payments made to a Contract.

PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:

- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and

- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.

FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Period Certain Annuity Payout Option. Under this option, we pay
you the Commuted Value of your Contract minus any applicable Contingent Deferred
Sales Charges. The Commuted Value is determined on the day we receive your
written request for Surrender.

PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.

To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout
<PAGE>
                                                                              27
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
and you must make the Surrender request during the Period Certain.

Hartford will deduct any applicable Contingent Deferred Sales Charges.

If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.

Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.

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.

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 QUALIFIED TAX ADVISER BEFORE MAKING ANY
SURRENDERS. PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE
INFORMATION.
<PAGE>
28
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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:

- When do you want Annuity Payouts to begin?

- Which Annuity Payout Option do you want to use?

- How often do you want to receive Annuity Payouts?

- What is the Assumed Investment Return?

- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?


Please check with your financial adviser 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.

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.

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.

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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.

JOINT AND LAST SURVIVOR LIFE ANNUITY


We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed, variable, or
a combination of fixed and variable, after the first Annuitant dies. You must
select Annuity Payouts that:


- Remain the same at 100%, or

- Decrease to 66.67%, or

- Decrease to 50%.

For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.

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 may continue Annuity Payouts
<PAGE>
                                                                              29
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------
for the remainder of the guaranteed number of years or 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.

PAYMENTS FOR A PERIOD CERTAIN

We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.

For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.

IMPORTANT INFORMATION:


- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.



- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.


3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?

In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you want the Payee to receive Annuity
Payouts. You may choose to receive Annuity Payouts:

- monthly,

- quarterly,

- semi-annually, or

- annually.

Once you select a frequency, it cannot be changed. If you do not make a
selection, the Payee will receive monthly Annuity Payouts. You must select a
frequency that results in an Annuity Payout of at least $50. If the amount falls
below $50, we have the right to change the frequency to bring the Annuity Payout
up to at least $50. For Contracts issued in New York, the minimum monthly
Annuity Payout is $20.

4. WHAT IS THE ASSUMED INVESTMENT RETURN?

The Assumed Investment Return ("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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.

Level variable-dollar 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.
<PAGE>
30
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

5. DO YOU WANT ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?

You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.

The Annuity Unit Value of each Sub-Account for any Valuation Period is equal to
the Accumulation Unit Value Net Investment Factor for the current Valuation
Period multiplied by the Annuity Unit factor, multiplied by the Annuity Unit
Value for the preceding Valuation Period.

TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.

ASSET ALLOCATION PROGRAM -- Asset Allocation is a program that allows you to
choose an allocation for your Sub-Accounts to help you reach your investment
goals. Some Contracts offer model allocations with pre-selected Sub-Accounts and
percentages that have been established for each type of investor ranging from
conservative to aggressive. Over time, Sub-Account performance may cause your
Contract's allocation percentages to change, but under the Asset Allocation
Program, your Sub-Account allocations are rebalanced to the percentages in the
current model you have chosen. You can transfer freely between allocation models
up to twelve times per year. You can also allocate a portion of your investment
to Sub-Accounts that may not be part of the model. You can only participate in
one asset allocation model at a time.

ASSET REBALANCING -- Asset Rebalancing is another type of asset allocation
program in which you customize your Sub-Accounts to meet your investment needs.
You select the Sub-Accounts and the percentages you want allocated to each Sub-
Account. Based on the frequency you select, your model will automatically
rebalance to the original percentages chosen. You can transfer freely between
models up to twelve times per year. You can also allocate a portion of your
investment to Sub-Accounts that are not part of the model. You can only
participate in one asset rebalancing model at a time.
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OTHER INFORMATION

ASSIGNMENT -- Ownership of this Contract is generally assignable. However, if
the Contract is issued to a tax qualified retirement plan, it is possible that
the ownership of the Contract may not be transferred or assigned. An assignment
of a Non-Qualified Contract may subject the Contract Values or Surrender Value
to income taxes and certain penalty taxes.

CONTRACT MODIFICATION -- The Annuitant may not be changed. However, if the
Annuitant is still living, the Contingent Annuitant may be changed at any time
prior to the Annuity Commencement Date by sending us written notice. We may
modify the Contract, but no modification will effect the amount or term of any
Contract unless a modification is required to conform the Contract to applicable
Federal or State law. No modification will effect the method by which Contract
Values are determined.

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.

Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.

Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on Premium Payments made by
policyholders or Contract Owners. This compensation is usually paid from the
sales charges described in this prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or Contract
Owners to purchase, hold or Surrender variable insurance products.

The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.

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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085
Telephone: 1-800-862-6668 (Contract Owners)
           1-800-862-7155 (Registered Representatives)
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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 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
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HARTFORD LIFE INSURANCE COMPANY
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    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.


 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).


    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).
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34
                                                 HARTFORD LIFE INSURANCE COMPANY
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    5. Distributions of amounts which are allocable to the "investment in the
       contract" prior to August 14, 1982 (see next subparagraph e.).

    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.

If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income. In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
exchange Contracts are generally subject to the rules described in this
subparagraph 3.

    f. REQUIRED DISTRIBUTIONS.

  i. Death of Contract Owner or Primary Annuitant

Subject to the alternative election or spouse beneficiary provisions in ii or
iii below:

    1. If any Contract Owner dies on or after the Annuity Commencement Date and
       before the entire interest in the Contract has been distributed, the
       remaining portion of such interest shall be distributed at least as
       rapidly as under the method of distribution being used as of the date of
       such death;

    2. If any Contract Owner dies before the Annuity Commencement Date, the
       entire interest in the Contract will be distributed within 5 years after
       such death; and

    3. If the Contract Owner is not an individual, then for purposes of 1. or 2.
       above, the primary annuitant under the Contract shall be treated as the
       Contract Owner, and any change in the primary annuitant shall be treated
       as the death of the Contract Owner. The primary annuitant is the
       individual, the events in the life of whom are of primary importance in
       affecting the timing or amount of the payout under the Contract.

 ii. Alternative Election to Satisfy Distribution Requirements

If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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
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HARTFORD LIFE INSURANCE COMPANY
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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.

The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.

In its explanation of the diversification regulations, the Treasury Department
recognized that the temporary regulations "do not provide guidance concerning
the circumstances in which investor control of the investments of a segregated
asset account may cause the investor, rather than the insurance company, to be
treated as the owner of the assets in the account." The explanation further
indicates that "the temporary regulations provide that in appropriate cases a
segregated asset account may include multiple sub-accounts, but do not specify
the extent to which policyholders may direct their investments to particular
sub-accounts without being treated as the owners of the underlying assets.
Guidance on this and other issues will be provided in regulations or revenue
rulings under Section 817(d), relating to the definition of variable contract."

The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.

Due to the lack of specific guidance on investor control, there is some
uncertainty about when 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

Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.

G. GENERATION-SKIPPING TRANSFERS

Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.
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TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

<TABLE>
<CAPTION>
SECTION
<S>                                                             <C>
-------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
-------------------------------------------------------------------
SAFEKEEPING OF ASSETS
-------------------------------------------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS
-------------------------------------------------------------------
DISTRIBUTION OF CONTRACTS
-------------------------------------------------------------------
CALCULATION OF YIELD AND RETURN
-------------------------------------------------------------------
PERFORMANCE COMPARISONS
-------------------------------------------------------------------
FINANCIAL STATEMENTS
-------------------------------------------------------------------
</TABLE>

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HARTFORD LIFE INSURANCE COMPANY
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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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,
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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.


IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualifed tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.


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.
<PAGE>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

If you are a participant in a SIMPLE IRA plan, you should be aware that the 10%
penalty tax is increased to 25% with respect to non-exempt early distributions
made from your SIMPLE IRA during the first two years following the date you
first commenced participation in any SIMPLE IRA plan of your employer.

(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:

- the calendar year in which the individual attains age 70 1/2; or

- the calendar year in which the individual retires from service with the
  employer sponsoring the plan.

The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.

The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:

- the life of the Participant or the lives of the Participant and the
  Participant's designated beneficiary, or

- over a period not extending beyond the life expectancy of the Participant or
  the joint life expectancy of the Participant and the Participant's designated
  beneficiary.

Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES


EXAMPLE 1

Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>                      <S>
      $100,000           Premium Payment
      $  5,000           Interest of 5%
      --------
      $105,000           Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>                      <S>
      $ 10,000           partial Surrender divided by
      $108,000           Contract Value prior to Surrender equals
        .09259           multiplied by
      $105,000           Interest Accumulation Value for a total of
      $  9,722           to be deducted from the Interest Accumulation Value equals
      $ 95,278           the new Interest Accumulation Value
</TABLE>

EXAMPLE 2

Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.

<TABLE>
<C>                      <S>
      $100,000           Premium Payment
      $  5,000           Interest of 5%
      --------
      $105,000           Interest Accumulation Value
</TABLE>

If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.

<TABLE>
<C>                      <S>
      $ 10,000           partial Surrender divided by
      $ 92,000           Contract Value prior to Surrender equals
        .10870           multiplied by
      $105,000           Interest Accumulation Value for a total of
      $ 11,413           to be deducted from the Interest Accumulation Value equals
      $ 93,587           the New Interest Accumulation Value
</TABLE>

<PAGE>
                                                                              41
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1



Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
42
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2



Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equal $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

<PAGE>
This form must be completed for all tax-sheltered annuities.

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The 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 your annuity. Please refer to your Plan.

Please complete the following and return to:

      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085

Please send a Statement of Additional Information for The Wachovia Director
variable annuity 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
                              THE WACHOVIA DIRECTOR


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: Investment Product Services, P.O. Box 5085, Hartford,
Connecticut 06102-5085.


Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001






333-69485


<PAGE>

                                     -2-

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                 <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY .................      3

SAFEKEEPING OF ASSETS ..........................................      3

INDEPENDENT PUBLIC ACCOUNTANTS .................................      3

DISTRIBUTION OF CONTRACTS ......................................      3

CALCULATION OF YIELD AND RETURN ................................      4

PERFORMANCE COMPARISONS ........................................      9

FINANCIAL STATEMENTS ...........................................
</TABLE>

<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.                        4/1/00               A+        Financial performance
------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/00               AA        Insurer financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
Fitch                                              5/1/00               AA+       Financial Strength
------------------------------------------- ---------------------- -------------- ------------------------------------
</TABLE>




These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.



                              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

<PAGE>

                                     -4-

Hartford  Securities  Distribution  Company,  Inc.  ("HSD")  serves as
Principal Underwriter for the securities issued with respect to the Separate
Account.  HSD is an affiliate of Hartford.  Both HSD and Hartford are
ultimately controlled by The Hartford  Financial  Services Group, Inc. The
principal  business address of HSD is the same as that of Hartford.

The securities will be sold by salesperson of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for different broker-dealers
or financial institutions, will be made by HSD, its affiliates or Hartford
out of their own assets and will not effect the amounts paid by the
policyholders or contract owners to purchase, hold or Surrender variable
insurance products.

Hartford  currently pays HSD underwriting  commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years,  the aggregate  dollar amount of
underwriting  commissions paid to HSD in its role as Principal  Underwriter
has been: 1999:  $159,553,734; 1998:  $61,629,500;  and  1997:  $64,851,026.
HSD has  retained  none of  these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
Sub-Account

<PAGE>

                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

                                                365/7
     Effective Yield = [(Base Period Return + 1)     ] - 1

A MONEY MARKET 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.


    YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                            YIELD                            EFFECTIVE YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                              <C>
Hartford Money Market HLS Fund                         4.09%                                 4.18%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.


<PAGE>

                                     -6-

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest 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.

There is no information for OFFIT VIF-High Yield Fund Sub-Account because as of
December 31, 1999 the Sub-Account had not commenced operation.

           YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                                  YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>
Hartford Bond HLS Fund                                                                       5.69%
--------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                                                 8.30%
--------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                                        5.51%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

At any time in the future, yields and total return may be higher or lower
than past yields and there can be no assurance that any historical results
will continue.

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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.



<PAGE>

                                     -7-

Standardized total return will be calculated for one year, five years and ten
years or some other relevant periods if a Sub-Account has not been in
existence for at least ten years.

The following are the standardized average annual total return quotations for
the Sub-Accounts. There is no information for Wachovia Balanced Fund II,
Wachovia Equity Fund II, Wachovia Special Values Fund II, OFFIT VIF-High Yield
Fund, Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund
Sub-Accounts, because as of December 31, 1999 the Sub-Accounts had not
commenced operations.

     STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                               SEPARATE ACCOUNT                                                 SINCE INCEPTION
          SUB-ACCOUNT           INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR    OF SEPARATE ACCOUNT
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>              <C>            <C>         <C>
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%          10.63%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86         -13.23%         3.03%            3.73%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%          16.33%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%            N/A             15.15%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        38.51%           N/A              N/A             61.69%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        10.32%           N/A              N/A             17.78%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%           N/A              N/A             -4.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%          13.72%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%           N/A              N/A              9.66%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%            N/A              6.02%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%           N/A              N/A             29.75%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/2/86         -6.41%          0.27%            1.09%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%          2.89%            3.44%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         53.78%           N/A              N/A             23.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%          14.16%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>

                                     -8-

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund for one year, five years, and ten years
or other periods. Non-standardized total return is measured in the same
manner as the standardized total return described above, except that the
contingent deferred sales charge and the Annual Maintenance Fee are not
deducted. Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Wachovia Balanced Fund II,
Wachovia Equity Fund II, Wachovia Special Values Fund II, OFFIT VIF-High Yield
Fund, Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund
Sub-Accounts, because as of December 31, 1999 the Sub-Accounts had not
commenced operations.

  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
            THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                     FUND                                                        SINCE INCEPTION
        SUB-ACCOUNT            INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR            OF FUND
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>             <C>                <C>
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%          12.57%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%          6.34%            6.07%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%          18.28%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%            N/A             17.61%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        48.51%           N/A              N/A             70.84%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        20.32%           N/A              N/A             24.75%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%           N/A              N/A              5.57%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%          15.98%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%           N/A              N/A             12.86%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%            N/A              8.99%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%           N/A              N/A             34.65%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         3.59%          3.98%            3.80%              N/A




<PAGE>

                                     -9-

-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%          6.25%            5.77%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         63.78%           N/A              N/A             26.99%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%          16.42%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

                             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
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

<PAGE>

                                     -10-

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 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 CLASSIC


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)      [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


This prospectus describes information you should know before you purchase
Director Classic variable annuity. Please read it carefully.



Director Classic 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 Contract 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 Contract will fluctuate with the
   performance of the underlying funds.



At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:



- VICTORY DIVERSIFIED STOCK FUND SUB-ACCOUNT which purchases shares of Class A
  of the Victory Variable Insurance Diversified Stock Fund of The Victory
  Variable Insurance Funds.



- VICTORY SMALL COMPANY OPPORTUNITY FUND SUB-ACCOUNT which purchases shares of
  Class A of the Victory Variable Insurance Small Company Opportunity Fund of
  The Victory Variable Insurance Funds.



- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.

<PAGE>

- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.



You may also allocate some or all of your Premium Payment to the Fixed
Accumulation Feature, which pays an interest rate guaranteed for a certain time
period from the time the Premium Payment is made. Premium Payments allocated to
the Fixed Accumulation Feature are not segregated from our company assets like
the assets of the Separate Account.



If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:


-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency


This Contract may not be available for sale in all states.

--------------------------------------------------------------------------------

PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001

<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                  PAGE
------------------------------------------------------------------------
<S>                                                             <C>
DEFINITIONS                                                         4
------------------------------------------------------------------------
FEE TABLE                                                           6
------------------------------------------------------------------------
HIGHLIGHTS                                                         13
------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                       14
------------------------------------------------------------------------
  Hartford Life Insurance Company                                  14
------------------------------------------------------------------------
  The Separate Account                                             15
------------------------------------------------------------------------
  The Funds                                                        15
------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                    17
------------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURE                                     17
------------------------------------------------------------------------
THE CONTRACT                                                       18
------------------------------------------------------------------------
  Purchases and Contract Value                                     18
------------------------------------------------------------------------
  Charges and Fees                                                 20
------------------------------------------------------------------------
  Death Benefit                                                    22
------------------------------------------------------------------------
  Surrenders                                                       25
------------------------------------------------------------------------
ANNUITY PAYOUTS                                                    27
------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                           29
------------------------------------------------------------------------
OTHER INFORMATION                                                  30
------------------------------------------------------------------------
  Legal Matters and Experts                                        30
------------------------------------------------------------------------
  More Information                                                 30
------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                         31
------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION           35
------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
PLANS                                                              36
------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                 39
------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.



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, Connecticut
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.



ANNUAL WITHDRAWAL AMOUNT: This is the amount you can Surrender per Contract Year
without paying a Contingent Deferred Sales Charge. This amount is
non-cumulative, meaning that it cannot be carried over from one year to the
next.



ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed after your Contract is issued.



ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.



CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before the Annuity Commencement Date. You must name
a Contingent Annuitant before the original Annuitant's death.



CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.



CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.



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 VALUE: The total value of the Accounts on any Valuation Day.



CONTRACT YEAR: Any 12 month period between Contract Anniversaries, beginning
with the date the Contract was issued.



DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.



DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.



FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.



GENERAL ACCOUNT: The General Account includes our company assets and any money
you have invested in the Fixed Accumulation Feature.



HARTFORD, WE OR OUR: Hartford Life Insurance Company. Only Hartford is a
capitalized term in the prospectus.



JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.

<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


NET INVESTMENT FACTOR: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next, and is also used to calculate
your Annuity Payout amount.



NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.



PAYEE: The person or party you designate to receive Annuity Payouts.



PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.



PREMIUM TAX: A tax charged by a state or municipality on Premium Payments.



REQUIRED MINIMUM DISTRIBUTION: A federal requirement that individuals age 70 1/2
and older must take a distribution from their tax-qualified retirement account
by December 31, each year. For employer sponsored Qualified Contracts, the
individual must begin taking distributions at the age of 70 1/2 or upon
retirement, whichever comes later.



SUB-ACCOUNT VALUE: The value on or before the Annuity Calculation Date, which is
determined on any day by multiplying the number of Accumulation Units by the
Accumulation Unit Value for that Sub-Account.



SURRENDER: A complete or partial withdrawal from your Contract.



SURRENDER VALUE: The amount we pay you if you terminate your Contract before the
Annuity Commencement Date. The Surrender Value is equal to the Contract Value
minus any applicable charges.



VALUATION DAY: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange, generally 4:00 p.m. Eastern Time.



VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.

<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


                                   FEE TABLE



<TABLE>
<S>                                                             <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage of
  Premium Payments)                                               None
----------------------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage of Premium
  Payments) (1)
  First Year (2)                                                     7%
----------------------------------------------------------------------
  Second Year                                                        6%
----------------------------------------------------------------------
  Third Year                                                         6%
----------------------------------------------------------------------
  Fourth Year                                                        5%
----------------------------------------------------------------------
  Fifth Year                                                         4%
----------------------------------------------------------------------
  Sixth Year                                                         3%
----------------------------------------------------------------------
  Seventh Year                                                       2%
----------------------------------------------------------------------
  Eighth Year                                                        0%
----------------------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                                         $30
----------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average
  daily Sub-Account Value)
  Mortality and Expense Risk Charge                               1.25%
----------------------------------------------------------------------
  Total Separate Account Annual Expenses                          1.25%
----------------------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
  Optional Death Benefit Charge                                   0.15%
----------------------------------------------------------------------
  Earnings Protection Benefit Charge                              0.20%
----------------------------------------------------------------------
  Total Separate Account Annual Expenses with all Optional
    Charges                                                       1.60%
----------------------------------------------------------------------
</TABLE>



(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.



(2) Length of time from each Premium Payment.



(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.



The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.



The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.

<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


                         Annual Fund Operating Expenses



                           As of the Fund's Year End
                        (As a percentage of net assets)



<TABLE>
<CAPTION>
                                                                                               TOTAL FUND
                                                                                    OTHER      OPERATING
                                                                MANAGEMENT FEES    EXPENSES     EXPENSES
<S>                                                             <C>                <C>         <C>
---------------------------------------------------------------------------------------------------------
Victory Variable Insurance Diversified Stock Fund -- Class
  A(1)                                                               0.00%           1.00%        1.00%
---------------------------------------------------------------------------------------------------------
Victory Variable Insurance Small Company Opportunity Fund --
  Class A(1)                                                         0.00%           1.00%        1.00%
---------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                                           0.63%           0.02%        0.65%
---------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                                               0.49%           0.03%        0.52%
---------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund                               0.64%           0.02%        0.66%
---------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS Fund                                0.65%           0.03%        0.68%
---------------------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (2)                                  0.85%           0.25%        1.10%
---------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                                     0.74%           0.12%        0.86%
---------------------------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund (2)                              0.85%           0.25%        1.10%
---------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund                                  0.78%           0.04%        0.82%
---------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                         0.66%           0.06%        0.72%
---------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                                              0.40%           0.03%        0.43%
---------------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund                             0.76%           0.09%        0.85%
---------------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund                        0.69%           0.09%        0.78%
---------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                                             0.76%           0.03%        0.79%
---------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                                       0.45%           0.02%        0.47%
---------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                0.45%           0.03%        0.48%
---------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                                      0.75%           0.03%        0.78%
---------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                                              0.46%           0.02%        0.48%
---------------------------------------------------------------------------------------------------------
</TABLE>



(1) The Victory Variable Insurance Funds' total annual fund operating expenses
    for the most recent fiscal year include the effects of the waiver of fees
    and reimbursing of expenses by the Adviser. Victory Variable Insurance
    Funds' Adviser has contractually agreed to waive a portion of its fees and
    make reimbursements to the Funds through January 26, 2002 in order to reduce
    total annual operating expenses of the Funds to 1.00%. Absent expense
    waivers and reimbursements, total annual fund operating expenses would be as
    follows:



<TABLE>
<CAPTION>
                                                                                               TOTAL FUND
                                                                                    OTHER      OPERATING
                                                                MANAGEMENT FEES    EXPENSES     EXPENSES
<S>                                                             <C>                <C>         <C>
---------------------------------------------------------------------------------------------------------
Victory Variable Insurance Diversified Stock Fund -- Class A         0.30%           2.15%        2.45%
---------------------------------------------------------------------------------------------------------
Victory Variable Insurance Small Company Opportunity Fund --
  Class A                                                            0.30%           4.78%        5.08%
---------------------------------------------------------------------------------------------------------
</TABLE>



(2) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.

<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE



YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS.


<TABLE>
<CAPTION>
                                             If you Surrender your Contract:             If you annuitize your Contract:
SUB-ACCOUNT                              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>
-----------------------------------------------------------------------------------------------------------------------------
VICTORY VARIABLE INSURANCE DIVERSIFIED
  STOCK FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $85        $128       $164       $267       $23        $72        $124       $266
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $86        $133       $172       $282       $25        $77        $132       $281
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $87        $134       $174       $287       $25        $78        $134       $287
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $88        $139       $181       $302       $27        $83        $142       $302
-----------------------------------------------------------------------------------------------------------------------------
VICTORY VARIABLE INSURANCE SMALL
  COMPANY OPPORTUNITY FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $85        $128       $164       $267       $23        $72        $124       $266
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $86        $133       $172       $282       $25        $77        $132       $281
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $87        $134       $174       $287       $25        $78        $134       $287
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $88        $139       $181       $302       $27        $83        $142       $302
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $81        $118       $147       $230       $19        $61        $106       $229
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $83        $123       $154       $246       $21        $66        $114       $245
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $83        $124       $157       $251       $22        $68        $116       $251
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $85        $128       $164       $267       $23        $72        $124       $266
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $80        $114       $140       $216       $18        $57        $ 99       $215
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $81        $119       $148       $232       $20        $62        $107       $232
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $82        $120       $150       $238       $20        $64        $110       $237
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $83        $125       $158       $253       $22        $68        $117       $253
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $81        $118       $147       $231       $20        $62        $106       $230
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $83        $123       $155       $247       $21        $66        $114       $246
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $83        $124       $157       $252       $22        $68        $117       $252
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $85        $129       $165       $268       $23        $73        $125       $267
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $81        $119       $148       $233       $20        $62        $108       $233
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $83        $123       $156       $249       $21        $67        $115       $248
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $83        $125       $158       $254       $22        $69        $118       $254
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $85        $129       $166       $270       $23        $73        $126       $269
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $86        $131        N/A        N/A       $24        $75         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $87        $136        N/A        N/A       $26        $80         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $88        $137        N/A        N/A       $26        $81         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $89        $142        N/A        N/A       $28        $86         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $83        $124       $157       $252       $22        $68        $117       $252
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $85        $129       $165       $268       $23        $73        $125       $267
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $85        $130       $167       $273       $24        $74        $127       $272
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $87        $135       $175       $288       $25        $79        $135       $288
-----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                         If you do not Surrender your Contract :
SUB-ACCOUNT                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                     <C>        <C>        <C>        <C>
--------------------------------------
VICTORY VARIABLE INSURANCE DIVERSIFIED
  STOCK FUND
--------------------------------------
  Without any optional benefits           $24        $73        $125       $267
--------------------------------------
  With Optional Death Benefit             $25        $78        $132       $282
--------------------------------------
  With Earnings Protection Benefit        $26        $79        $135       $287
--------------------------------------
  With both optional benefits             $27        $84        $143       $302
--------------------------------------
VICTORY VARIABLE INSURANCE SMALL
  COMPANY OPPORTUNITY FUND
--------------------------------------
  Without any optional benefits           $24        $73        $125       $267
--------------------------------------
  With Optional Death Benefit             $25        $78        $132       $282
--------------------------------------
  With Earnings Protection Benefit        $26        $79        $135       $287
--------------------------------------
  With both optional benefits             $27        $84        $143       $302
--------------------------------------
HARTFORD ADVISERS HLS FUND
--------------------------------------
  Without any optional benefits           $20        $62        $107       $230
--------------------------------------
  With Optional Death Benefit             $22        $67        $114       $246
--------------------------------------
  With Earnings Protection Benefit        $22        $68        $117       $251
--------------------------------------
  With both optional benefits             $24        $73        $125       $267
--------------------------------------
HARTFORD BOND HLS FUND
--------------------------------------
  Without any optional benefits           $19        $58        $100       $216
--------------------------------------
  With Optional Death Benefit             $20        $63        $108       $232
--------------------------------------
  With Earnings Protection Benefit        $21        $64        $110       $238
--------------------------------------
  With both optional benefits             $22        $69        $118       $253
--------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
--------------------------------------
  Without any optional benefits           $20        $62        $107       $231
--------------------------------------
  With Optional Death Benefit             $22        $67        $115       $247
--------------------------------------
  With Earnings Protection Benefit        $22        $69        $118       $252
--------------------------------------
  With both optional benefits             $24        $73        $125       $268
--------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
--------------------------------------
  Without any optional benefits           $20        $63        $108       $233
--------------------------------------
  With Optional Death Benefit             $22        $68        $116       $249
--------------------------------------
  With Earnings Protection Benefit        $22        $69        $119       $254
--------------------------------------
  With both optional benefits             $24        $74        $126       $270
--------------------------------------
HARTFORD GLOBAL HEALTH HLS FUND
--------------------------------------
  Without any optional benefits           $25        $76         N/A        N/A
--------------------------------------
  With Optional Death Benefit             $26        $81         N/A        N/A
--------------------------------------
  With Earnings Protection Benefit        $27        $82         N/A        N/A
--------------------------------------
  With both optional benefits             $28        $87         N/A        N/A
--------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
--------------------------------------
  Without any optional benefits           $22        $69        $118       $252
--------------------------------------
  With Optional Death Benefit             $24        $73        $125       $268
--------------------------------------
  With Earnings Protection Benefit        $24        $75        $128       $273
--------------------------------------
  With both optional benefits             $26        $79        $136       $288
--------------------------------------
</TABLE>


<PAGE>
                                                                               9
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             If you Surrender your Contract:             If you annuitize your Contract:
SUB-ACCOUNT                              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>
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL TECHNOLOGY HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $86        $131        N/A        N/A       $24        $75         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $87        $136        N/A        N/A       $26        $80         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $88        $137        N/A        N/A       $26        $81         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $89        $142        N/A        N/A       $28        $86         N/A        N/A
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $83        $123       $155       $248       $21        $67        $115       $247
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $84        $128       $163       $264       $23        $71        $123       $263
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $85        $129       $165       $269       $23        $73        $125       $268
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $86        $133       $173       $284       $25        $78        $133       $283
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $82        $120       $150       $238       $20        $64        $110       $237
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $83        $125       $158       $253       $22        $68        $117       $253
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $84        $126       $160       $259       $22        $70        $120       $258
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $85        $131       $168       $274       $24        $74        $128       $273
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $79        $112       $135       $207       $17        $55        $ 94       $206
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $80        $116       $143       $223       $19        $59        $102       $222
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $81        $118       $146       $228       $19        $61        $105       $227
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $82        $122       $153       $244       $21        $65        $113       $243
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS
  FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $83        $124       $157       $251       $22        $68        $116       $251
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $85        $128       $164       $267       $23        $72        $124       $266
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $85        $130       $167       $272       $24        $74        $127       $271
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $87        $134       $174       $287       $25        $78        $134       $287
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES
  HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $82        $122       $153       $244       $21        $65        $113       $243
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $84        $126       $161       $260       $22        $70        $120       $259
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $84        $128       $163       $265       $23        $72        $123       $264
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $86        $132       $171       $280       $24        $76        $131       $279
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $82        $122       $154       $245       $21        $66        $113       $244
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $84        $127       $161       $261       $22        $70        $121       $260
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $84        $128       $164       $266       $23        $72        $124       $265
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $86        $133       $171       $281       $24        $77        $131       $280
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $79        $113       $137       $211       $18        $56        $ 97       $210
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $81        $117       $145       $227       $19        $61        $104       $226
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $81        $119       $148       $232       $20        $62        $107       $232
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $83        $123       $155       $248       $21        $67        $115       $247
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $79        $113       $138       $212       $18        $56        $ 97       $211
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $81        $118       $146       $228       $19        $61        $105       $227
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $81        $119       $148       $233       $20        $62        $108       $233
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $83        $123       $156       $249       $21        $67        $115       $248
-----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                         If you do not Surrender your Contract :
SUB-ACCOUNT                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                     <C>        <C>        <C>        <C>
--------------------------------------
HARTFORD GLOBAL TECHNOLOGY HLS FUND
--------------------------------------
  Without any optional benefits           $25        $76         N/A        N/A
--------------------------------------
  With Optional Death Benefit             $26        $81         N/A        N/A
--------------------------------------
  With Earnings Protection Benefit        $27        $82         N/A        N/A
--------------------------------------
  With both optional benefits             $28        $87         N/A        N/A
--------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
--------------------------------------
  Without any optional benefits           $22        $67        $115       $248
--------------------------------------
  With Optional Death Benefit             $23        $72        $123       $264
--------------------------------------
  With Earnings Protection Benefit        $24        $74        $126       $269
--------------------------------------
  With both optional benefits             $25        $78        $134       $284
--------------------------------------
HARTFORD HIGH YIELD HLS FUND
--------------------------------------
  Without any optional benefits           $21        $64        $110       $238
--------------------------------------
  With Optional Death Benefit             $22        $69        $118       $253
--------------------------------------
  With Earnings Protection Benefit        $23        $70        $121       $259
--------------------------------------
  With both optional benefits             $24        $75        $128       $274
--------------------------------------
HARTFORD INDEX HLS FUND
--------------------------------------
  Without any optional benefits           $18        $55        $ 95       $207
--------------------------------------
  With Optional Death Benefit             $19        $60        $103       $223
--------------------------------------
  With Earnings Protection Benefit        $20        $61        $106       $228
--------------------------------------
  With both optional benefits             $21        $66        $113       $244
--------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS
  FUND
--------------------------------------
  Without any optional benefits           $22        $68        $117       $251
--------------------------------------
  With Optional Death Benefit             $24        $73        $125       $267
--------------------------------------
  With Earnings Protection Benefit        $24        $74        $127       $272
--------------------------------------
  With both optional benefits             $26        $79        $135       $287
--------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES
  HLS FUND
--------------------------------------
  Without any optional benefits           $21        $66        $113       $244
--------------------------------------
  With Optional Death Benefit             $23        $71        $121       $260
--------------------------------------
  With Earnings Protection Benefit        $23        $72        $124       $265
--------------------------------------
  With both optional benefits             $25        $77        $131       $280
--------------------------------------
HARTFORD MIDCAP HLS FUND
--------------------------------------
  Without any optional benefits           $22        $66        $114       $245
--------------------------------------
  With Optional Death Benefit             $23        $71        $122       $261
--------------------------------------
  With Earnings Protection Benefit        $24        $73        $124       $266
--------------------------------------
  With both optional benefits             $25        $77        $132       $281
--------------------------------------
HARTFORD MONEY MARKET HLS FUND
--------------------------------------
  Without any optional benefits           $18        $56        $ 97       $211
--------------------------------------
  With Optional Death Benefit             $20        $61        $105       $227
--------------------------------------
  With Earnings Protection Benefit        $20        $63        $108       $232
--------------------------------------
  With both optional benefits             $22        $67        $115       $248
--------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
--------------------------------------
  Without any optional benefits           $18        $57        $ 98       $212
--------------------------------------
  With Optional Death Benefit             $20        $61        $106       $228
--------------------------------------
  With Earnings Protection Benefit        $20        $63        $108       $233
--------------------------------------
  With both optional benefits             $22        $68        $116       $249
--------------------------------------
</TABLE>


<PAGE>
10
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                             If you Surrender your Contract:             If you annuitize your Contract:
SUB-ACCOUNT                              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>
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $82        $122       $153       $244       $21        $65        $113       $243
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $84        $126       $161       $260       $22        $70        $120       $259
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $84        $128       $163       $265       $23        $72        $123       $264
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $86        $132       $171       $280       $24        $76        $131       $279
-----------------------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND
-----------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $79        $113       $138       $212       $18        $56        $ 97       $211
-----------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $81        $118       $146       $228       $19        $61        $105       $227
-----------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $81        $119       $148       $233       $20        $62        $108       $233
-----------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $83        $123       $156       $249       $21        $67        $115       $248
-----------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                         If you do not Surrender your Contract :
SUB-ACCOUNT                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                     <C>        <C>        <C>        <C>
--------------------------------------
HARTFORD SMALL COMPANY HLS FUND
--------------------------------------
  Without any optional benefits           $21        $66        $113       $244
--------------------------------------
  With Optional Death Benefit             $23        $71        $121       $260
--------------------------------------
  With Earnings Protection Benefit        $23        $72        $124       $265
--------------------------------------
  With both optional benefits             $25        $77        $131       $280
--------------------------------------
HARTFORD STOCK HLS FUND
--------------------------------------
  Without any optional benefits           $18        $57        $ 98       $212
--------------------------------------
  With Optional Death Benefit             $20        $61        $106       $228
--------------------------------------
  With Earnings Protection Benefit        $20        $63        $108       $233
--------------------------------------
  With both optional benefits             $22        $68        $116       $249
------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


ACCUMULATION UNIT VALUES



(For an Accumulation Unit outstanding throughout the period)



The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Hartford Global Health HLS Fund, Hartford Global Technology HLS Fund, Victory
Diversified Stock Fund and Victory Small Company Opportunity Fund Sub-Accounts
because as of December 31, 1999 the Sub-Accounts had not commenced operations.
No information is shown for the Earnings Protection Benefit because as of
December 31, 1999, the Earnings Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                              DECEMBER 31, 1999
                                                                  WITHOUT THE
                                                                    OPTIONAL            WITH THE OPTIONAL
                                                                 DEATH BENEFIT      DEATH BENEFIT (UNAUDITED)
<S>                                                             <C>                 <C>
-------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $4.398                  $4.663
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $4.803                  $4.798
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                      1,156,230                   4,952
-------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $2.258                  $2.233
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.185                  $2.182
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        167,707                     756
-------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $5.526                  $6.255
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $7.501                  $7.494
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        347,433                   1,112
-------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND SUB-ACCOUNT
  (Inception Date March 8, 1994)
Accumulation Unit Value at beginning of period                       $2.471                  $2.655
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.570                  $2.567
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        381,269                   1,030
-------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT
  (Inception Date September 30, 1998)
Accumulation Unit Value at beginning of period                       $1.315                  $1.451
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.952                  $1.951
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         25,343                     602
-------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT
  (Inception Date June 1, 1998)
Accumulation Unit Value at beginning of period                       $1.182                  $1.281
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.422                  $1.420
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         41,232                   1,551
-------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (Inception Date September 30, 1998)
Accumulation Unit Value at beginning of period                       $1.035                  $1.084
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.070                  $1.069
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         14,681                     707
-------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
12
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                              DECEMBER 31, 1999
                                                                  WITHOUT THE
                                                                    OPTIONAL            WITH THE OPTIONAL
                                                                 DEATH BENEFIT      DEATH BENEFIT (UNAUDITED)
<S>                                                             <C>                 <C>
-------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (Inception Date May 1, 1987)
Accumulation Unit Value at beginning of period                       $4.712                  $5.181
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $5.608                  $5.602
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        152,272                   1,107
-------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT
  (Inception Date March 1, 1995)
Accumulation Unit Value at beginning of period                       $1.476                  $1.576
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.796                  $1.794
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         57,797                     391
-------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT
  (Inception Date July 2, 1990)
Accumulation Unit Value at beginning of period                       $1.641                  $1.806
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.267                  $2.265
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        218,272                     449
-------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (Inception Date July 15, 1997)
Accumulation Unit Value at beginning of period                       $1.371                  $1.588
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.056                  $2.054
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        118,306                   1,455
-------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $1.716                  $1.735
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.777                  $1.776
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        213,832                   1,061
-------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $2.211                  $2.231
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.217                  $2.214
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         69,555                     120
-------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT
  (Inception Date August 9, 1996)
Accumulation Unit Value at beginning of period                       $1.374                  $1.510
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.251                  $2.248
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        107,808                     726
-------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $6.066                  $6.715
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $7.176                  $7.169
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        432,424                   2,105
-------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>
                                                                              13
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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.



-  For a limited time, usually within ten days after you receive your Contract,
   you may cancel your Contract without paying a Contingent Deferred Sales
   Charge. You may bear the investment risk for your Premium Payment prior to
   our receipt of your request for cancellation.



WHAT TYPE OF SALES CHARGE WILL I PAY?



You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.



The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:



<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
         1                     7%
-----------------------------------------
         2                     6%
-----------------------------------------
         3                     6%
-----------------------------------------
         4                     5%
-----------------------------------------
         5                     4%
-----------------------------------------
         6                     3%
-----------------------------------------
         7                     2%
-----------------------------------------
     8 or more                 0%
-----------------------------------------
</TABLE>



You won't be charged a Contingent Deferred Sales Charge on:



X  The Annual Withdrawal Amount



X  Premium Payments or earnings that have been in your Contract for more than
   seven years



X  Distributions made due to death


X  Most payments we made to you as part of your Contract Payout


IS THERE AN ANNUAL MAINTENANCE FEE?



We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.



WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?



In addition to the Annual Maintenance Fee, you pay the following charges each
year:



- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.



-  You may have to pay income tax on the money you take out and, if you
   Surrender before you are age 59 1/2, you may have to pay an income tax
   penalty.



-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.



WILL HARTFORD PAY A DEATH BENEFIT?



There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.



The Death Benefit is the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Contract Value of your Contract, 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

<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Payments and partial Surrenders. We will calculate an Anniversary Value for each
Contract Anniversary prior to the deceased's 81st birthday or date of death,
whichever is earlier. The Anniversary Value is equal to the Contract Value as of
a Contract Anniversary, increased by the dollar amount of any Premium Payments
made since that anniversary and reduced by the dollar amount of any partial
Surrenders since that anniversary. The Maximum Anniversary Value is equal to the
greatest Anniversary Value attained from this series of calculations.



You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.



The Interest Accumulation Value will be:



-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;


-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.



You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. If you do not tell us what
Annuity Payout Option you want before that time, we will make Automatic Annuity
Payouts under the Life Annuity with Payments for a Period Certain Payout Option
with a ten-year period certain payment option. Automatic Annuity Payouts will be
fixed-dollar amount Annuity Payouts, variable-dollar amount Annuity Payouts, or
a combination of fixed or variable dollar amount Annuity Payouts, depending on
the investment allocation of your Account in effect on the Annuity Commencement
Date.



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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.



<TABLE>
<CAPTION>
                            HARTFORD'S RATINGS
                         EFFECTIVE DATE
    RATING AGENCY          OF RATING       RATING       BASIS OF RATING
<S>                      <C>              <C>        <C>
--------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                4/1/00          A+     Financial performance
--------------------------------------------------------------------------
                                                     Insurer financial
 Standard & Poor's            8/1/00         AA      strength
--------------------------------------------------------------------------
 Fitch                        5/1/00         AA+     Financial Strength
--------------------------------------------------------------------------
</TABLE>



These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.

<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


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 Contract will equal the total of the payments
you make to us.



THE FUNDS



Victory Variable Insurance Diversified Stock Fund and Victory Variable Insurance
Small Company Opportunity Fund are series of The Victory Variable Insurance
Funds, which is organized as a Delaware business trust. Key Asset
Management Inc. (KAM), serves as investment adviser to each series of the
Victory Variable Insurance Funds. KAM is located at 127 Public Square,
Cleveland, Ohio 44114.



Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.



Each Hartford HLS Fund, except for Hartford Global Health HLS Fund, Hartford
Global Leaders HLS Fund, Hartford Global Technology HLS Fund, Hartford Growth
and Income HLS Fund and Hartford High Yield HLS Fund, is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. Hartford Global Leaders HLS Fund,
Hartford Growth and Income HLS Fund and 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. Hartford Global Health HLS Fund and Hartford Global
Technology HLS Fund are non-diversified series of Hartford Series Fund, Inc. The
shares of each Fund have been divided into Class IA and Class IB. Only Class IA
shares are available in this Contract.



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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:



VICTORY VARIABLE INSURANCE DIVERSIFIED STOCK FUND -- Seeks to provide long-term
growth of capital.



VICTORY VARIABLE INSURANCE SMALL COMPANY OPPORTUNITY FUND -- Seeks to provide
capital appreciation.



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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.



HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by high quality growth companies worldwide
that, in the opinion of Wellington Management, are leaders within their
respective industries as

<PAGE>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

indicated by an established market presence and strong competitive position on a
global, regional or country basis. Sub-advised by Wellington Management.



HARTFORD GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.



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. Sub-advised by HIMCO.



HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.



HARTFORD STOCK HLS FUND -- Seeks long-term growth by investing primarily in
equity securities. Sub-advised by Wellington Management.



MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of Contract Owners, and of owners of
other contracts whose contract values are allocated to one or more of these
other separate accounts investing in any one of the Funds. In the event of any
such material conflicts, we will consider what action may be appropriate,
including removing the Fund from the Separate Account or replacing the Fund with
another underlying fund. There are certain risks associated with mixed and
shared funding, as disclosed in the Funds' prospectus.



VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:



- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.



- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.



- Arrange for the handling and tallying of proxies received from Contract
  Owners.



- Vote all Fund shares attributable to your Contract according to instructions
  received from you, and



- Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.



If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make Annuity Payouts to you, the number of votes you
have will decrease.



SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under your
contract. We may, in our sole discretion, establish new Funds. New Funds will be
made available to existing Contract Owners as we determine

* "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>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 the
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.



ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.



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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.



The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.



If applicable, the Sub-Accounts may advertise YIELD IN ADDITION TO TOTAL RETURN.
The yield will be computed in the following manner: The net investment income
per unit earned during a recent one month period is divided by the unit value on
the last day of the period. This figure includes the recurring charges at the
Separate Account level including the Annual Maintenance Fee.



A money market 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.



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.



FIXED ACCUMULATION FEATURE

--------------------------------------------------------------------------------


IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.



Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to

<PAGE>
18
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

the laws governing the investments of insurance company General Accounts.



Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.



IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.



From time to time, we may credit increased interest rates under certain programs
established in our sole discretion.



DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.



The pre-authorized transfers will begin within 15 days of receipt of the Program
payment provided we receive complete enrollment instructions. If we do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, you will receive the Fixed Accumulation Feature's
current effective interest rate. Any subsequent payments we receive within the
Program period selected will be allocated to the Sub-Accounts over the remainder
of that Program transfer period.



You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.



We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.



You may only have one DCA program in place at one time.



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.



If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.

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We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA. For more information,
please see Appendix I -- Information Regarding Tax-Qualified Retirement Plans,
Individual Retirement Annuities ("IRAs") Under Section 408. Please consult your
qualified tax adviser if you are considering adding the Earnings Protection
Benefit to your Contract if it is an IRA.



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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.



For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.



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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.



CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?



We want you to be satisfied with the Contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your Contract, simply return it within ten days after you receive it with a
written request for cancellation that indicates your tax-withholding
instructions. In some states, you may be allowed more time to cancel your
Contract. We will not deduct any Contingent Deferred Sales Charges during this
time. We may require additional information, including a signature guarantee,
before we can cancel your Contract.



You bear the investment risk from the time the Contract is issued until we
receive your complete cancellation request.



The amount we pay you upon cancellation depends on the requirements of the state
where you purchased your Contract, the method of purchase, the type of Contract
you purchased and your age.



HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?



The Contract Value is the sum of all Accounts. There are two things that affect
your 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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.



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.

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                                                 HARTFORD LIFE INSURANCE COMPANY
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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 Florida, Maryland, Oregon or New York, 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.



Some states may have different restrictions.



FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:



- 30% of your total amount in the Fixed Accumulation Feature, or



- An amount equal to the largest previous transfer.



These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.



If your interest rate renews at a rate at least 1% lower than your prior
interest rate, you may transfer an amount equal to up to 100% of the amount to
be invested at the renewal rate. You must make this transfer request within 60
days of being notified of the renewal rate.



FIXED ACCUMULATION FEATURE TRANSFER RESTRICTIONS -- We reserve the right to
defer transfers from the Fixed Accumulation Feature for up to 6 months from the
date of your request. After any transfer, you must wait six months before moving
Sub-Account Values back to the Fixed Accumulation Feature.



TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:



- By calling us at 1-800-862-6668



- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com



Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.



Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.



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.



Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.



Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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



The following charges and fees are associated with the Contract:



1. THE CONTINGENT DEFERRED SALES CHARGE



The Contingent Deferred Sales Charge covers some of the expenses relating to the
sale and distribution of the Contract, including commissions paid to registered
representatives and the cost of preparing sales literature and other promotional
activities.



We may assess a Contingent Deferred Sales Charge when you request a full or
partial Surrender. The Contingent Deferred

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Sales Charge is based on the amount you choose to Surrender and how long your
Premium Payments have been in the Contract. Each Premium Payment has its own
Contingent Deferred Sales Charge schedule. Premium Payments are Surrendered in
the order in which they were received. The longer you leave your Premium
Payments in the Contract, the lower the Contingent Deferred Sales Charge will be
when you Surrender. The amount assessed a Contingent Deferred Sales Charge will
not exceed your total Premium Payments.



The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:



<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
         1                     7%
-----------------------------------------
         2                     6%
-----------------------------------------
         3                     6%
-----------------------------------------
         4                     5%
-----------------------------------------
         5                     4%
-----------------------------------------
         6                     3%
-----------------------------------------
         7                     2%
-----------------------------------------
     8 or more                 0%
-----------------------------------------
</TABLE>



For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:



- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.



- We will then Surrender the Premium Payments that have been in the Contract the
  longest.



- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00



- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.



- Your Contingent Deferred Sales Charge is $435.00.



If you have any questions about these charges, please contact your financial
adviser or Hartford.



THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:



- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.



UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:



- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.



- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.



- On or after the Annuitant's 90th birthday.



THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:



- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).



- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.



- Upon cancellation during the Right to Cancel Period.



SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.

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After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.



2. MORTALITY AND EXPENSE RISK CHARGE



For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:



- MORTALITY RISK -- There are two types of mortality risks that we assume, those
  made while your Premium Payments are accumulating and those made once Annuity
  Payouts have begun.



During the period your Premium Payments are accumulating, we are required to
cover any difference between the Death Benefit paid and the Surrender Value.
These differences may occur during periods of declining value or in periods
where the Contingent Deferred Sales Charges would have been applicable. The risk
that we bear during this period is that actual mortality rates, in aggregate,
may exceed expected mortality rates.



Once Annuity Payouts have begun, we may be required to make Annuity Payouts as
long as the Annuitant is living, regardless of how long the Annuitant lives. We
would be required to make these payments if the Payout Option chosen is the Life
Annuity, Life Annuity With Payments for a Period Certain or Joint and Last
Survivor Life Annuity Payout Option. The risk that we bear during this period is
that the actual mortality rates, in aggregate, may be lower than the expected
mortality rates.



- EXPENSE RISK -- We also bear an expense risk that the Contingent Deferred
  Sales Charges and the Annual Maintenance Fee collected before the Annuity
  Commencement Date may not be enough to cover the actual cost of selling,
  distributing and administering the Contract.



Although variable Annuity Payouts will fluctuate with the performance of the
underlying Fund selected, your Annuity Payouts will NOT be affected by (a) the
actual mortality experience of our Annuitants, or (b) our actual expenses if
they are greater than the deductions stated in the Contract. Because we cannot
be certain how long our Annuitants will live, we charge this percentage fee
based on the mortality tables currently in use. The mortality and expense risk
charge enables us to keep our commitments and to pay you as planned.



3. ANNUAL MAINTENANCE FEE



The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.



4. PREMIUM TAXES



We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.



5. CHARGES AGAINST THE FUNDS



The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of .15% of your Contract Value invested in the Funds.



EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.



WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.



DEATH BENEFIT



WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?



The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.

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The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account and the dollar amount for the Fixed Accumulation Feature for
each Beneficiary's portion of the proceeds.



If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Contract Value of your Contract; or



- The Maximum Anniversary Value, which is described below.



The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.



You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.



The Interest Accumulation Value will be:



- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;



- Plus any Premium Payments made after the Optional Death Benefit is added;



- Minus any partial Surrenders after the Optional Death Benefit is added;



- Compounded daily at an annual interest rate of 5%.



If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.



On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.



The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

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                                                 HARTFORD LIFE INSURANCE COMPANY
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--------------------------------------------------------------------------------


FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.

--------------------------------------------------------------------------------


Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled 'Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans.'



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 "Death
Benefit Remaining with the Company" to leave proceeds from the Death Benefit
with us for up to five years from the date of the Contract Owner's death if the
Contract Owner died before the Annuity Commencement Date. Once we receive a
certified death certificate or other legal documents acceptable to us, the
Beneficiary can: (a) make Sub-Account transfers and (b) take Surrenders without
paying Contingent Deferred Sales Charges.



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.



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 a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment option. If the Contract continues with the spouse as Contract Owner, we
will adjust the Contract Value to the

<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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amount that we would have paid as the Death Benefit payment, had the spouse
elected to receive the Death Benefit as a lump sum payment. Spousal Contract
continuation will only apply one time for each Contract.



If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.



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 Owner                  There is a surviving joint    The Annuitant is living or    Joint Contract Owner
                                Contract Owner                deceased                      receives the Death
                                                                                            Benefit.
----------------------------------------------------------------------------------------------------------------------
Contract Owner                  There is no surviving         The Annuitant is living or    Designated Beneficiary
                                joint Contract Owner          deceased                      receives the Death
                                                                                            Benefit.
----------------------------------------------------------------------------------------------------------------------
Contract Owner                  There is no surviving         The Annuitant is living or    Contract Owner's estate
                                joint Contract Owner and      deceased                      receives the Death
                                the Beneficiary                                             Benefit.
                                predeceases the Contract
                                Owner
----------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is         There is no named             The Contract Owner becomes
                                living                        Contingent Annuitant          the Contingent Annuitant
                                                                                            and the Contract
                                                                                            continues.
----------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is         The Contingent Annuitant      Contingent Annuitant
                                living                        is living                     becomes the 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 Owner                  The Annuitant is living                     Designated Beneficiary becomes the
                                                                            Contract Owner.
--------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is living                Contract Owner receives the Death
                                                                            Benefit.
--------------------------------------------------------------------------------------------------------------------
Annuitant                       The Annuitant is also the Contract Owner    Designated Beneficiary 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.



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, Contingent Deferred Sales Charges and
the Annual Maintenance Fee. The Surrender Value may be more or less than the
amount of the Premium Payments made to a Contract.



PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:



- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and



- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right to close your Contract and pay the full Surrender Value if
  the Contract Value is under the minimum after the Surrender. If your Contract
  was issued in Texas, a remaining value of $500 is not required to continue the
  Contract if Premium Payments were made in the last two Contract Years.



FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Period Certain Annuity Payout Option. Under this option, we

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26
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

pay you the Commuted Value of your Contract minus any applicable Contingent
Deferred Sales Charges. The Commuted Value is determined on the day we receive
your written request for Surrender.



PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.



To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.



Hartford will deduct any applicable Contingent Deferred Sales Charges.



If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.



Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.



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.



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%.

<PAGE>
                                                                              27
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


WE ENCOURAGE YOU TO CONSULT WITH YOUR QUALIFIED 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:



- When do you want Annuity Payouts to begin?



- Which Annuity Payout Option do you want to use?



- How often do you want to receive Annuity Payouts?



- What is the Assumed Investment Return?



- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?



Please check with your financial adviser 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.



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.



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.



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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.



JOINT AND LAST SURVIVOR LIFE ANNUITY



We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:



- Remain the same at 100%, or



- Decrease to 66.67%, or



- Decrease to 50%.



For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.

<PAGE>
28
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.



PAYMENTS FOR A PERIOD CERTAIN



We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.



For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.



IMPORTANT INFORMATION:



- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.



- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.



3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?



In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you want the Payee to receive Annuity
Payouts. You may choose to receive Annuity Payouts:



- monthly,



- quarterly,



- semi-annually, or



- annually.



Once you select a frequency, it cannot be changed. If you do not make a
selection, the Payee will receive monthly Annuity Payouts. You must select a
frequency that results in an Annuity Payout of at least $50. If the amount falls
below $50, we have the right to change the frequency to bring the Annuity Payout
up to at least $50. For Contracts issued in New York, the minimum monthly
Annuity Payout is $20.



4. WHAT IS THE ASSUMED INVESTMENT RETURN?



The Assumed Investment Return ("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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the

<PAGE>
                                                                              29
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

first. If the Sub-Accounts earned less than the AIR, then the second monthly
Annuity Payout Option is lower than the first.



Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?



You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.



The Annuity Unit Value of each Sub-Account for any Valuation Period is equal to
the Accumulation Unit Value Net Investment Factor for the current Valuation
Period multiplied by the Annuity Unit factor, multiplied by the Annuity Unit
Value for the preceding Valuation Period.



TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.



ASSET ALLOCATION PROGRAM -- Asset Allocation is a program that allows you to
choose an allocation for your Sub-Accounts to help you reach your investment
goals. Some Contracts offer model allocations with pre-selected Sub-Accounts and
percentages that have been established for each type of investor ranging from
conservative to aggressive. Over time, Sub-Account performance may cause your
Contract's allocation percentages to change, but under the Asset Allocation
Program, your Sub-Account allocations are rebalanced to the percentages in the
current model you have chosen. You can transfer freely between allocation models
up to twelve times per year. You can also allocate a portion of your investment
to Sub-Accounts that may not be part of the model. You can only participate in
one asset allocation model at a time.



ASSET REBALANCING -- Asset Rebalancing is another type of asset allocation
program in which you customize your Sub-Accounts to meet your investment needs.
You select the Sub-Accounts and the percentages you want allocated to each Sub-
Account. Based on the frequency you select, your model will automatically
rebalance to the original percentages chosen. You can transfer freely between
models up to twelve times per year.

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                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

You can also allocate a portion of your investment to Sub-Accounts that are not
part of the model. You can only participate in one asset rebalancing model at a
time.



OTHER INFORMATION

--------------------------------------------------------------------------------


ASSIGNMENT -- Ownership of this Contract is generally assignable. However, if
the Contract is issued to a tax qualified retirement plan, it is possible that
the ownership of the Contract may not be transferred or assigned. An assignment
of a Non-Qualified Contract may subject the Contract Values or Surrender Value
to income taxes and certain penalty taxes.



CONTRACT MODIFICATION -- The Annuitant may not be changed. However, if the
Annuitant is still living, the Contingent Annuitant may be changed at any time
prior to the Annuity Commencement Date by sending us written notice. We may
modify the Contract, but no modification will effect the amount or term of any
Contract unless a modification is required to conform the Contract to applicable
Federal or State law. No modification will effect the method by which Contract
Values are determined.



HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.



Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.



Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on Premium Payments made by
policyholders or Contract Owners. This compensation is usually paid from the
sales charges described in this prospectus.



In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or Contract
Owners to purchase, hold or Surrender variable insurance products.



The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.



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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085


Telephone:1-800-862-6668 (Contract Owners)
         1-800-862-7155 (Registered Representatives)

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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 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

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    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.



 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).



    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).

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    5. Distributions of amounts which are allocable to the "investment in the
       contract" prior to August 14, 1982 (see next subparagraph e.).



    e. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.



If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income. In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
exchange Contracts are generally subject to the rules described in this
subparagraph 3.



    f.  REQUIRED DISTRIBUTIONS.



  i. Death of Contract Owner or Primary Annuitant



Subject to the alternative election or spouse beneficiary provisions in ii or
iii below:



    1. If any Contract Owner dies on or after the Annuity Commencement Date and
       before the entire interest in the Contract has been distributed, the
       remaining portion of such interest shall be distributed at least as
       rapidly as under the method of distribution being used as of the date of
       such death;



    2. If any Contract Owner dies before the Annuity Commencement Date, the
       entire interest in the Contract will be distributed within 5 years after
       such death; and



    3. If the Contract Owner is not an individual, then for purposes of 1. or 2.
       above, the primary annuitant under the Contract shall be treated as the
       Contract Owner, and any change in the primary annuitant shall be treated
       as the death of the Contract Owner. The primary annuitant is the
       individual, the events in the life of whom are of primary importance in
       affecting the timing or amount of the payout under the Contract.



 ii. Alternative Election to Satisfy Distribution Requirements



If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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

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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.



The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.



In its explanation of the diversification regulations, the Treasury Department
recognized that the temporary regulations "do not provide guidance concerning
the circumstances in which investor control of the investments of a segregated
asset account may cause the investor, rather than the insurance company, to be
treated as the owner of the assets in the account." The explanation further
indicates that "the temporary regulations provide that in appropriate cases a
segregated asset account may include multiple sub-accounts, but do not specify
the extent to which policyholders may direct their investments to particular
sub-accounts without being treated as the owners of the underlying assets.
Guidance on this and other issues will be provided in regulations or revenue
rulings under Section 817(d), relating to the definition of variable contract."



The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.



Due to the lack of specific guidance on investor control, there is some
uncertainty about when 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



Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.



G. GENERATION-SKIPPING TRANSFERS



Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.

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TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION



<TABLE>
<CAPTION>
SECTION
<S>                                                             <C>
-------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
-------------------------------------------------------------------
SAFEKEEPING OF ASSETS
-------------------------------------------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS
-------------------------------------------------------------------
DISTRIBUTION OF CONTRACTS
-------------------------------------------------------------------
CALCULATION OF YIELD AND RETURN
-------------------------------------------------------------------
PERFORMANCE COMPARISONS
-------------------------------------------------------------------
FINANCIAL STATEMENTS
-------------------------------------------------------------------
</TABLE>


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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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,

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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.



IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.



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.

<PAGE>
38
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


If you are a participant in a SIMPLE IRA plan, you should be aware that the 10%
penalty tax is increased to 25% with respect to non-exempt early distributions
made from your SIMPLE IRA during the first two years following the date you
first commenced participation in any SIMPLE IRA plan of your employer.



(b) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.



An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:



- the calendar year in which the individual attains age 70 1/2; or



- the calendar year in which the individual retires from service with the
  employer sponsoring the plan.



The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.



The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:



- the life of the Participant or the lives of the Participant and the
  Participant's designated beneficiary, or



- over a period not extending beyond the life expectancy of the Participant or
  the joint life expectancy of the Participant and the Participant's designated
  beneficiary.



Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES



EXAMPLE 1



Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.



<TABLE>
<C>                      <S>
      $100,000           Premium Payment
      $  5,000           Interest of 5%
      --------
      $105,000           Interest Accumulation Value
</TABLE>



If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.



<TABLE>
<C>                      <S>
      $ 10,000           partial Surrender divided by
      $108,000           Contract Value prior to Surrender equals
        .09259           multiplied by
      $105,000           Interest Accumulation Value for a total of
      $  9,722           to be deducted from the Interest Accumulation Value equals
      $ 95,278           the new Interest Accumulation Value
</TABLE>



EXAMPLE 2



Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.



<TABLE>
<C>                      <S>
      $100,000           Premium Payment
      $  5,000           Interest of 5%
      --------
      $105,000           Interest Accumulation Value
</TABLE>



If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.



<TABLE>
<C>                      <S>
      $ 10,000           partial Surrender divided by
      $ 92,000           Contract Value prior to Surrender equals
        .10870           multiplied by
      $105,000           Interest Accumulation Value for a total of
      $ 11,413           to be deducted from the Interest Accumulation Value equals
      $ 93,587           the New Interest Accumulation Value
</TABLE>


<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
                                                                              41
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2


Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equals $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

<PAGE>

This form must be completed for all tax-sheltered annuities.



                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM



The 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 your annuity. Please refer to your Plan.



Please complete the following and return to:



      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085



Please send a Statement of Additional Information for Director Classic variable
annuity 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 CLASSIC


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: Investment Product Services, P.O. Box 5085, Hartford,
Connecticut 06102-5085.


Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001






333-69485



<PAGE>


                                     -2-

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                 <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY .................      3

SAFEKEEPING OF ASSETS ..........................................      3

INDEPENDENT PUBLIC ACCOUNTANTS .................................      3

DISTRIBUTION OF CONTRACTS ......................................      3

CALCULATION OF YIELD AND RETURN ................................      4

PERFORMANCE COMPARISONS ........................................      8

FINANCIAL STATEMENTS ...........................................     10
</TABLE>


<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.                        4/1/00               A+        Financial performance
------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/00               AA        Insurer financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
Fitch                                              5/1/00               AA+       Financial Strength
------------------------------------------- ---------------------- -------------- ------------------------------------
</TABLE>




These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.



                              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


<PAGE>


                                     -4-

Hartford  Securities  Distribution  Company,  Inc.  ("HSD")  serves as
Principal Underwriter for the securities issued with respect to the Separate
Account.  HSD is an affiliate of Hartford.  Both HSD and Hartford are
ultimately controlled by The Hartford  Financial  Services Group, Inc. The
principal  business address of HSD is the same as that of Hartford.

The securities will be sold by salesperson of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for different broker-dealers
or financial institutions, will be made by HSD, its affiliates or Hartford
out of their own assets and will not effect the amounts paid by the
policyholders or contract owners to purchase, hold or Surrender variable
insurance products.

Hartford  currently pays HSD underwriting  commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years,  the aggregate  dollar amount of
underwriting  commissions paid to HSD in its role as Principal  Underwriter
has been: 1999:  $159,553,734; 1998:  $61,629,500;  and  1997:  $64,851,026.
HSD has  retained  none of  these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
Sub-Account


<PAGE>


                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

                                                365/7
     Effective Yield = [(Base Period Return + 1)     ] - 1

A MONEY MARKET 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.


    YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                            YIELD                            EFFECTIVE YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                              <C>
Hartford Money Market HLS Fund                         4.09%                                 4.18%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.



<PAGE>


                                     -6-

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest 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.

           YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                                  YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>
Hartford Bond HLS Fund                                                                       5.69%
--------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                                                 8.30%
--------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                                        5.51%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

At any time in the future, yields and total return may be higher or lower
than past yields and there can be no assurance that any historical results
will continue.

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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.




<PAGE>


                                     -7-

Standardized total return will be calculated for one year, five years and ten
years or some other relevant periods if a Sub-Account has not been in
existence for at least ten years.


The following are the standardized average annual total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS
Fund, Hartford Global Technology HLS Fund, Victory Diversified Stock Fund,
and Victory Small Company Opportunity Fund Sub-Accounts, because as of
December 31, 1999 the Sub-Accounts had not commenced operations.


     STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                    SINCE
                                INCEPTION OF
                                  SEPARATE                                                      SINCE INCEPTION
          SUB-ACCOUNT             ACCOUNT          1 YEAR          5 YEAR          10 YEAR     OF SEPARATE ACCOUNT
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>              <C>            <C>           <C>
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%          10.63%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86         -13.23%         3.03%            3.73%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%          16.33%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%            N/A             15.15%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        38.51%           N/A              N/A             61.69%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        10.32%           N/A              N/A             17.78%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%           N/A              N/A             -4.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%          13.72%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%           N/A              N/A              9.66%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%            N/A              6.02%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%           N/A              N/A             29.75%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/2/86         -6.41%          0.27%            1.09%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%          2.89%            3.44%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         53.78%           N/A              N/A             23.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%          14.16%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                     -8-

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund for one year, five years, and ten years
or other periods. Non-standardized total return is measured in the same
manner as the standardized total return described above, except that the
contingent deferred sales charge and the Annual Maintenance Fee are not
deducted. Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account.


The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS
Fund, Hartford Global Technology HLS Fund, Victory Diversified Stock Fund,
and Victory Small Company Opportunity Fund Sub-Accounts, because as of
December 31, 1999 the Sub-Accounts had not commenced operations.


  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
            THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                     FUND                                                        SINCE INCEPTION
        SUB-ACCOUNT            INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR            OF FUND
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>             <C>                <C>
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%          12.57%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%          6.34%            6.07%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%          18.28%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%            N/A             17.61%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        48.51%           N/A              N/A             70.84%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        20.32%           N/A              N/A             24.75%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%           N/A              N/A              5.57%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%          15.98%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%           N/A              N/A             12.86%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%            N/A              8.99%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%           N/A              N/A             34.65%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         3.59%          3.98%            3.80%              N/A
</TABLE>




<PAGE>


                                     -9-
<TABLE>
<S>                               <C>             <C>             <C>             <C>                <C>
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%          6.25%            5.77%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         63.78%           N/A              N/A             26.99%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%          16.42%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

                             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
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


<PAGE>


                                     -10-

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 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>

OLD KENT 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)         [Hartford Life Logo]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


This prospectus describes information you should know before you purchase Old
Kent Variable Annuity. Please read it carefully.



Old Kent 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 Contract 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 Contract will fluctuate with the
   performance of the underlying funds.



At the time you purchase your Contract, you allocate your Premium Payment to
"Sub-Accounts". These are subdivisions of our Separate Account, an account that
keeps your Contract 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 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 Contract 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:



- KENT AGGRESSIVE GROWTH FUND SUB-ACCOUNT which purchases shares of the Kent
  Aggressive Growth Fund of the Variable Insurance Funds



- 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 HEALTH HLS FUND SUB-ACCOUNT which purchases shares of Class IA
  of Hartford Global Health HLS Fund of Hartford Series 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 GLOBAL TECHNOLOGY HLS FUND SUB-ACCOUNT which purchases shares of
  Class IA of Hartford Global Technology 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.

<PAGE>

- 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 shares of Class IA of
  Hartford Stock HLS Fund, Inc.



You may also allocate some or all of your Premium Payment to the Fixed
Accumulation Feature, which pays an interest rate guaranteed for a certain time
period from the time the Premium Payment is made. Premium Payments allocated to
the Fixed Accumulation Feature are not segregated from our company assets like
the assets of the Separate Account.



If you decide to buy this Contract, 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 Contract 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 Contract IS NOT:


-  A bank deposit or obligation

-  Federally insured

-  Endorsed by any bank or governmental agency


This Contract may not be available for sale in all states.

--------------------------------------------------------------------------------

PROSPECTUS DATED: JANUARY 26, 2001
STATEMENT OF ADDITIONAL INFORMATION DATED: JANUARY 26, 2001

<PAGE>
                                                                               3
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                  PAGE
------------------------------------------------------------------------
<S>                                                             <C>
DEFINITIONS                                                         4
------------------------------------------------------------------------
FEE TABLE                                                           6
------------------------------------------------------------------------
HIGHLIGHTS                                                         12
------------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                       13
------------------------------------------------------------------------
  Hartford Life Insurance Company                                  13
------------------------------------------------------------------------
  The Separate Account                                             14
------------------------------------------------------------------------
  The Funds                                                        14
------------------------------------------------------------------------
PERFORMANCE RELATED INFORMATION                                    16
------------------------------------------------------------------------
FIXED ACCUMULATION FEATURE                                         16
------------------------------------------------------------------------
THE CONTRACT                                                       17
------------------------------------------------------------------------
  Purchases and Contract Value                                     17
------------------------------------------------------------------------
  Charges and Fees                                                 19
------------------------------------------------------------------------
  Death Benefit                                                    21
------------------------------------------------------------------------
  Surrenders                                                       24
------------------------------------------------------------------------
ANNUITY PAYOUTS                                                    26
------------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                           28
------------------------------------------------------------------------
OTHER INFORMATION                                                  29
------------------------------------------------------------------------
  Legal Matters and Experts                                        29
------------------------------------------------------------------------
  More Information                                                 29
------------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                         30
------------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION           34
------------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
PLANS                                                              35
------------------------------------------------------------------------
APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES                 38
------------------------------------------------------------------------
</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 or Fixed Accumulation Feature.



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, Connecticut
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.



ANNUAL WITHDRAWAL AMOUNT: This is the amount you can Surrender per Contract Year
without paying a Contingent Deferred Sales Charge. This amount is
non-cumulative, meaning that it cannot be carried over from one year to the
next.



ANNUITANT: The person on whose life the Contract is based. The Annuitant may not
be changed after your Contract is issued.



ANNUITY 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.
This amount is calculated using the Assumed Investment Return for variable
dollar amount Annuity Payouts or the underlying rate of return for fixed dollar
amount Annuity Payouts.



CONTINGENT ANNUITANT: The person you may designate to become the Annuitant if
the original Annuitant dies before the Annuity Commencement Date. You must name
a Contingent Annuitant before the original Annuitant's death.



CONTINGENT DEFERRED SALES CHARGE: The deferred sales charge that may apply when
you make a full or partial Surrender.



CONTRACT: The individual Annuity Contract and any endorsements or riders. Group
participants and some individuals will receive a certificate rather than a
Contract.



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 VALUE: The total value of the Accounts on any Valuation Day.



CONTRACT YEAR: Any 12 month period between Contract Anniversaries, beginning
with the date the Contract was issued.



DEATH BENEFIT: The amount payable after the Contract Owner or the Annuitant
dies.



DOLLAR COST AVERAGING: A program that allows you to systematically make
transfers between Accounts available in your Contract.



FIXED ACCUMULATION FEATURE: Part of our General Account, where you may allocate
all or a portion of your Contract Value.



GENERAL ACCOUNT: The General Account includes our company assets and any money
you have invested in the Fixed Accumulation Feature.



HARTFORD, WE OR OUR: Hartford Life Insurance Company. Only Hartford is a
capitalized term in the prospectus.



JOINT ANNUITANT: The person on whose life Annuity Payouts are based if the
Annuitant dies after Annuitization. You may name a Joint Annuitant only if your
Annuity Payout 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.

<PAGE>
                                                                               5
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


NET INVESTMENT FACTOR: This is used to measure the investment performance of a
Sub-Account from one Valuation Day to the next, and is also used to calculate
your Annuity Payout amount.



NON-VALUATION DAY: Any day the New York Stock Exchange is not open for trading.



PAYEE: The person or party you designate to receive Annuity Payouts.



PREMIUM PAYMENT: Money sent to us to be invested in your Annuity.



PREMIUM TAX: A tax charged by a state or municipality on Premium Payments.



REQUIRED MINIMUM DISTRIBUTION: A federal requirement that individuals age 70 1/2
and older must take a distribution from their tax-qualified retirement account
by December 31, each year. For employer sponsored Qualified Contracts, the
individual must begin taking distributions at the age of 70 1/2 or upon
retirement, whichever comes later.



SUB-ACCOUNT VALUE: The value on or before the Annuity Calculation Date, which is
determined on any day by multiplying the number of Accumulation Units by the
Accumulation Unit Value for that Sub-Account.



SURRENDER: A complete or partial withdrawal from your Contract.



SURRENDER VALUE: The amount we pay you if you terminate your Contract before the
Annuity Commencement Date. The Surrender Value is equal to the Contract Value
minus any applicable charges.



VALUATION DAY: Every day the New York Stock Exchange is open for trading. Values
of the Separate Account are determined as of the close of the New York Stock
Exchange, generally 4:00 p.m. Eastern Time.



VALUATION PERIOD: The time span between the close of trading on the New York
Stock Exchange from one Valuation Day to the next.

<PAGE>
6
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


                                   FEE TABLE



<TABLE>
<S>                                                             <C>
CONTRACT OWNER TRANSACTION EXPENSES
Sales Charge Imposed on Purchases (as a percentage of
  Premium Payments)                                               None
----------------------------------------------------------------------
Contingent Deferred Sales Charge (as a percentage of Premium
  Payments) (1)
  First Year (2)                                                     7%
----------------------------------------------------------------------
  Second Year                                                        6%
----------------------------------------------------------------------
  Third Year                                                         6%
----------------------------------------------------------------------
  Fourth Year                                                        5%
----------------------------------------------------------------------
  Fifth Year                                                         4%
----------------------------------------------------------------------
  Sixth Year                                                         3%
----------------------------------------------------------------------
  Seventh Year                                                       2%
----------------------------------------------------------------------
  Eighth Year                                                        0%
----------------------------------------------------------------------
ANNUAL MAINTENANCE FEE (3)                                         $30
----------------------------------------------------------------------
SEPARATE ACCOUNT ANNUAL EXPENSES (as a percentage of average
  daily Sub-Account Value)
  Mortality and Expense Risk Charge                               1.25%
----------------------------------------------------------------------
  Total Separate Account Annual Expenses                          1.25%
----------------------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
  Optional Death Benefit Charge                                   0.15%
----------------------------------------------------------------------
  Earnings Protection Benefit Charge                              0.20%
----------------------------------------------------------------------
  Total Separate Account Annual Expenses with all Optional
    Charges                                                       1.60%
----------------------------------------------------------------------
</TABLE>



(1) Each Premium Payment has its own Contingent Deferred Sales Charge schedule.
    The Contingent Deferred Sales Charge is not assessed on partial Surrenders
    which do not exceed the Annual Withdrawal Amount.



(2) Length of time from each Premium Payment.



(3) An annual $30 charge deducted on a Contract Anniversary or upon Surrender if
    the Contract Value at either of those times is less than $50,000. It is
    deducted proportionately from the Accounts in which you are invested at the
    time of the charge.



The purpose of the Fee Table and Examples is to assist you in understanding
various costs and expenses that you will pay directly or indirectly. The Fee
Table and Examples reflect expenses of the Separate Account and underlying
Funds. We will deduct any Premium Taxes that apply. The Examples assume that any
fee waivers or expense reimbursements for the underlying Funds will continue for
the period shown in the Examples.



The Examples should not be considered a representation of past or future
expenses and actual expenses may be greater or less than those shown. The Annual
Maintenance Fee has been reflected in the Examples by a method intended to show
the "average" impact of the Annual Maintenance Fee on an investment in the
Separate Account. We do this by approximating an "average" 0.06% annual charge.

<PAGE>
                                                                               7
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


                         Annual Fund Operating Expenses



                           As of the Fund's Year End
                        (As a percentage of net assets)



<TABLE>
<CAPTION>
                                                                                                       TOTAL FUND
                                                                                                        OPERATING
                                                                  MANAGEMENT           OTHER            EXPENSES
                                                                     FEES            EXPENSES        (INCLUDING ANY
                                                                (INCLUDING ANY    (INCLUDING ANY     WAIVERS AND ANY
                                                                   WAIVERS)       REIMBURSEMENTS)    REIMBURSEMENTS)
<S>                                                             <C>               <C>                <C>
--------------------------------------------------------------------------------------------------------------------
Kent Aggressive Growth Fund (1)                                      0.70%             0.40%              1.10%
--------------------------------------------------------------------------------------------------------------------
Hartford Advisers HLS Fund                                           0.63%             0.02%              0.65%
--------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund                                               0.49%             0.03%              0.52%
--------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation HLS Fund                               0.64%             0.02%              0.66%
--------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth HLS Fund                                0.65%             0.03%              0.68%
--------------------------------------------------------------------------------------------------------------------
Hartford Global Health HLS Fund (2)                                  0.85%             0.25%              1.10%
--------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund                                     0.74%             0.12%              0.86%
--------------------------------------------------------------------------------------------------------------------
Hartford Global Technology HLS Fund (2)                              0.85%             0.25%              1.10%
--------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS Fund                                  0.78%             0.04%              0.82%
--------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                         0.66%             0.06%              0.72%
--------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund                                              0.40%             0.03%              0.43%
--------------------------------------------------------------------------------------------------------------------
Hartford International Advisers HLS Fund                             0.76%             0.09%              0.85%
--------------------------------------------------------------------------------------------------------------------
Hartford International Opportunities HLS Fund                        0.69%             0.09%              0.78%
--------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund                                             0.76%             0.03%              0.79%
--------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                                       0.45%             0.02%              0.47%
--------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                0.45%             0.03%              0.48%
--------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund                                      0.75%             0.03%              0.78%
--------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund                                              0.46%             0.02%              0.48%
--------------------------------------------------------------------------------------------------------------------
</TABLE>



(1) Kent Aggressive Growth Fund is a new fund. "Total Fund Operating Expenses"
    are based on estimates of expenses to be incurred in its initial full fiscal
    year after waivers and reimbursements. The Fund's adviser has contractually
    agreed to waive a portion of its fees and make reimbursements to the Fund
    through December 31, 2001 in order to reduce total operating expenses of the
    Fund. Absent waivers and reimbursements, Total Fund Operating Expenses for
    the initial full fiscal year are expected to be:



<TABLE>
<CAPTION>
                                                                                          TOTAL FUND
                                                                MANAGEMENT     OTHER      OPERATING
                                                                   FEES       EXPENSES     EXPENSES
<S>                                                             <C>           <C>         <C>
----------------------------------------------------------------------------------------------------
Kent Aggressive Growth Fund                                        0.70%        1.54%        2.24%
----------------------------------------------------------------------------------------------------
</TABLE>



(2) Hartford Global Health HLS Fund and Hartford Global Technology HLS Fund are
    new Funds. "Total Fund Operating Expenses" are based on annualized estimates
    of such expenses to be incurred during the current fiscal year.

<PAGE>
8
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE



YOU WOULD PAY THE FOLLOWING EXPENSES ON A $1,000 INVESTMENT AT THE END OF THE
APPLICABLE TIME PERIOD ASSUMING A 5% ANNUAL RETURN ON ASSETS:


<TABLE>
<CAPTION>
                                        If you Surrender your Contract:              If you annuitize your Contract:
SUB-ACCOUNT                              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>
------------------------------------------------------------------------------------------------------------------------------
KENT AGGRESSIVE GROWTH FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $86        $131       $169       $277        $24        $75        $129       $276
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $87        $136       $177       $292        $26        $80        $137       $292
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $88        $137       $179       $297        $26        $81        $139       $297
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $89        $142       $186       $312        $28        $86        $147       $311
------------------------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $81        $118       $147       $230        $19        $61        $106       $229
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $83        $123       $154       $246        $21        $66        $114       $245
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $83        $124       $157       $251        $22        $68        $116       $251
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $85        $128       $164       $267        $23        $72        $124       $266
------------------------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $80        $114       $140       $216        $18        $57        $ 99       $215
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $81        $119       $148       $232        $20        $62        $107       $232
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $82        $120       $150       $238        $20        $64        $110       $237
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $83        $125       $158       $253        $22        $68        $117       $253
------------------------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $81        $118       $147       $231        $20        $62        $106       $230
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $83        $123       $155       $247        $21        $66        $114       $246
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $83        $124       $157       $252        $22        $68        $117       $252
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $85        $129       $165       $268        $23        $73        $125       $267
------------------------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $81        $119       $148       $233        $20        $62        $108       $233
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $83        $123       $156       $249        $21        $67        $115       $248
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $83        $125       $158       $254        $22        $69        $118       $254
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $85        $129       $166       $270        $23        $73        $126       $269
------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL HEALTH HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $86        $131      N/A        N/A          $24        $75       N/A        N/A
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $87        $136      N/A        N/A          $26        $80       N/A        N/A
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $88        $137      N/A        N/A          $26        $81       N/A        N/A
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $89        $142      N/A        N/A          $28        $86       N/A        N/A
------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $83        $124       $157       $252        $22        $68        $117       $252
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $85        $129       $165       $268        $23        $73        $125       $267
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $85        $130       $167       $273        $24        $74        $127       $272
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $87        $135       $175       $288        $25        $79        $135       $288
------------------------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL TECHNOLOGY HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $86        $131      N/A        N/A          $24        $75       N/A        N/A
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $87        $136      N/A        N/A          $26        $80       N/A        N/A
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $88        $137      N/A        N/A          $26        $81       N/A        N/A
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $89        $142      N/A        N/A          $28        $86       N/A        N/A
------------------------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $83        $123       $155       $248        $21        $67        $115       $247
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $84        $128       $163       $264        $23        $71        $123       $263
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $85        $129       $165       $269        $23        $73        $125       $268
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $86        $133       $173       $284        $25        $78        $133       $283
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                        If you do not Surrender your Contract:
SUB-ACCOUNT                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                     <C>        <C>        <C>        <C>
--------------------------------------
KENT AGGRESSIVE GROWTH FUND
--------------------------------------
  Without any optional benefits           $25        $76        $130       $277
--------------------------------------
  With Optional Death Benefit             $26        $81        $138       $292
--------------------------------------
  With Earnings Protection Benefit        $27        $82        $140       $297
--------------------------------------
  With both optional benefits             $28        $87        $148       $312
--------------------------------------
HARTFORD ADVISERS HLS FUND
--------------------------------------
  Without any optional benefits           $20        $62        $107       $230
--------------------------------------
  With Optional Death Benefit             $22        $67        $114       $246
--------------------------------------
  With Earnings Protection Benefit        $22        $68        $117       $251
--------------------------------------
  With both optional benefits             $24        $73        $125       $267
--------------------------------------
HARTFORD BOND HLS FUND
--------------------------------------
  Without any optional benefits           $19        $58        $100       $216
--------------------------------------
  With Optional Death Benefit             $20        $63        $108       $232
--------------------------------------
  With Earnings Protection Benefit        $21        $64        $110       $238
--------------------------------------
  With both optional benefits             $22        $69        $118       $253
--------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND
--------------------------------------
  Without any optional benefits           $20        $62        $107       $231
--------------------------------------
  With Optional Death Benefit             $22        $67        $115       $247
--------------------------------------
  With Earnings Protection Benefit        $22        $69        $118       $252
--------------------------------------
  With both optional benefits             $24        $73        $125       $268
--------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND
--------------------------------------
  Without any optional benefits           $20        $63        $108       $233
--------------------------------------
  With Optional Death Benefit             $22        $68        $116       $249
--------------------------------------
  With Earnings Protection Benefit        $22        $69        $119       $254
--------------------------------------
  With both optional benefits             $24        $74        $126       $270
--------------------------------------
HARTFORD GLOBAL HEALTH HLS FUND
--------------------------------------
  Without any optional benefits           $25        $76       N/A        N/A
--------------------------------------
  With Optional Death Benefit             $26        $81       N/A        N/A
--------------------------------------
  With Earnings Protection Benefit        $27        $82       N/A        N/A
--------------------------------------
  With both optional benefits             $28        $87       N/A        N/A
--------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND
--------------------------------------
  Without any optional benefits           $22        $69        $118       $252
--------------------------------------
  With Optional Death Benefit             $24        $73        $125       $268
--------------------------------------
  With Earnings Protection Benefit        $24        $75        $128       $273
--------------------------------------
  With both optional benefits             $26        $79        $136       $288
--------------------------------------
HARTFORD GLOBAL TECHNOLOGY HLS FUND
--------------------------------------
  Without any optional benefits           $25        $76       N/A        N/A
--------------------------------------
  With Optional Death Benefit             $26        $81       N/A        N/A
--------------------------------------
  With Earnings Protection Benefit        $27        $82       N/A        N/A
--------------------------------------
  With both optional benefits             $28        $87       N/A        N/A
--------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND
--------------------------------------
  Without any optional benefits           $22        $67        $115       $248
--------------------------------------
  With Optional Death Benefit             $23        $72        $123       $264
--------------------------------------
  With Earnings Protection Benefit        $24        $74        $126       $269
--------------------------------------
  With both optional benefits             $25        $78        $134       $284
--------------------------------------
</TABLE>


<PAGE>
                                                                               9
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                        If you Surrender your Contract:              If you annuitize your Contract:
SUB-ACCOUNT                              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>
------------------------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $82        $120       $150       $238        $20        $64        $110       $237
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $83        $125       $158       $253        $22        $68        $117       $253
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $84        $126       $160       $259        $22        $70        $120       $258
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $85        $131       $168       $274        $24        $74        $128       $273
------------------------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $79        $112       $135       $207        $17        $55        $ 94       $206
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $80        $116       $143       $223        $19        $59        $102       $222
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $81        $118       $146       $228        $19        $61        $105       $227
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $82        $122       $153       $244        $21        $65        $113       $243
------------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS
  FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $83        $124       $157       $251        $22        $68        $116       $251
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $85        $128       $164       $267        $23        $72        $124       $266
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $85        $130       $167       $272        $24        $74        $127       $271
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $87        $134       $174       $287        $25        $78        $134       $287
------------------------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES
  HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $82        $122       $153       $244        $21        $65        $113       $243
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $84        $126       $161       $260        $22        $70        $120       $259
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $84        $128       $163       $265        $23        $72        $123       $264
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $86        $132       $171       $280        $24        $76        $131       $279
------------------------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $82        $122       $154       $245        $21        $66        $113       $244
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $84        $127       $161       $261        $22        $70        $121       $260
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $84        $128       $164       $266        $23        $72        $124       $265
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $86        $133       $171       $281        $24        $77        $131       $280
------------------------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $79        $113       $137       $211        $18        $56        $ 97       $210
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $81        $117       $145       $227        $19        $61        $104       $226
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $81        $119       $148       $232        $20        $62        $107       $232
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $83        $123       $155       $248        $21        $67        $115       $247
------------------------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $79        $113       $138       $212        $18        $56        $ 97       $211
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $81        $118       $146       $228        $19        $61        $105       $227
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $81        $119       $148       $233        $20        $62        $108       $233
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $83        $123       $156       $249        $21        $67        $115       $248
------------------------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $82        $122       $153       $244        $21        $65        $113       $243
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $84        $126       $161       $260        $22        $70        $120       $259
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $84        $128       $163       $265        $23        $72        $123       $264
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $86        $132       $171       $280        $24        $76        $131       $279
------------------------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND
------------------------------------------------------------------------------------------------------------------------------
  Without any optional benefits           $79        $113       $138       $212        $18        $56        $ 97       $211
------------------------------------------------------------------------------------------------------------------------------
  With Optional Death Benefit             $81        $118       $146       $228        $19        $61        $105       $227
------------------------------------------------------------------------------------------------------------------------------
  With Earnings Protection Benefit        $81        $119       $148       $233        $20        $62        $108       $233
------------------------------------------------------------------------------------------------------------------------------
  With both optional benefits             $83        $123       $156       $249        $21        $67        $115       $248
------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
                                        If you do not Surrender your Contract:
SUB-ACCOUNT                              1 YEAR    3 YEARS    5 YEARS    10 YEARS
<S>                                     <C>        <C>        <C>        <C>
--------------------------------------
HARTFORD HIGH YIELD HLS FUND
--------------------------------------
  Without any optional benefits           $21        $64        $110       $238
--------------------------------------
  With Optional Death Benefit             $22        $69        $118       $253
--------------------------------------
  With Earnings Protection Benefit        $23        $70        $121       $259
--------------------------------------
  With both optional benefits             $24        $75        $128       $274
--------------------------------------
HARTFORD INDEX HLS FUND
--------------------------------------
  Without any optional benefits           $18        $55        $ 95       $207
--------------------------------------
  With Optional Death Benefit             $19        $60        $103       $223
--------------------------------------
  With Earnings Protection Benefit        $20        $61        $106       $228
--------------------------------------
  With both optional benefits             $21        $66        $113       $244
--------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS
  FUND
--------------------------------------
  Without any optional benefits           $22        $68        $117       $251
--------------------------------------
  With Optional Death Benefit             $24        $73        $125       $267
--------------------------------------
  With Earnings Protection Benefit        $24        $74        $127       $272
--------------------------------------
  With both optional benefits             $26        $79        $135       $287
--------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES
  HLS FUND
--------------------------------------
  Without any optional benefits           $21        $66        $113       $244
--------------------------------------
  With Optional Death Benefit             $23        $71        $121       $260
--------------------------------------
  With Earnings Protection Benefit        $23        $72        $124       $265
--------------------------------------
  With both optional benefits             $25        $77        $131       $280
--------------------------------------
HARTFORD MIDCAP HLS FUND
--------------------------------------
  Without any optional benefits           $22        $66        $114       $245
--------------------------------------
  With Optional Death Benefit             $23        $71        $122       $261
--------------------------------------
  With Earnings Protection Benefit        $24        $73        $124       $266
--------------------------------------
  With both optional benefits             $25        $77        $132       $281
--------------------------------------
HARTFORD MONEY MARKET HLS FUND
--------------------------------------
  Without any optional benefits           $18        $56        $ 97       $211
--------------------------------------
  With Optional Death Benefit             $20        $61        $105       $227
--------------------------------------
  With Earnings Protection Benefit        $20        $63        $108       $232
--------------------------------------
  With both optional benefits             $22        $67        $115       $248
--------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND
--------------------------------------
  Without any optional benefits           $18        $57        $ 98       $212
--------------------------------------
  With Optional Death Benefit             $20        $61        $106       $228
--------------------------------------
  With Earnings Protection Benefit        $20        $63        $108       $233
--------------------------------------
  With both optional benefits             $22        $68        $116       $249
--------------------------------------
HARTFORD SMALL COMPANY HLS FUND
--------------------------------------
  Without any optional benefits           $21        $66        $113       $244
--------------------------------------
  With Optional Death Benefit             $23        $71        $121       $260
--------------------------------------
  With Earnings Protection Benefit        $23        $72        $124       $265
--------------------------------------
  With both optional benefits             $25        $77        $131       $280
--------------------------------------
HARTFORD STOCK HLS FUND
--------------------------------------
  Without any optional benefits           $18        $57        $ 98       $212
--------------------------------------
  With Optional Death Benefit             $20        $61        $106       $228
--------------------------------------
  With Earnings Protection Benefit        $20        $63        $108       $233
--------------------------------------
  With both optional benefits             $22        $68        $116       $249
--------------------------------------
</TABLE>


<PAGE>
10
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


ACCUMULATION UNIT VALUES



(For an Accumulation Unit outstanding throughout the period)



The following audited information from the financial statements of the Separate
Account for the year ended December 31, 1999, has 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. The unaudited information, which reflects the
deduction for the Optional Death Benefit, has been derived from the audited
financial statements of the Separate Account. There is no information for
Hartford Global Health HLS Fund, Hartford Global Technology HLS Fund, and Kent
Aggressive Growth Fund Sub-Accounts because as of December 31, 1999 the
Sub-Accounts had not commenced operations. No information is shown for the
Earnings Protection Benefit because as of December 31, 1999, the Earnings
Protection Benefit was not available.



<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                              DECEMBER 31, 1999
                                                                  WITHOUT THE
                                                                    OPTIONAL            WITH THE OPTIONAL
                                                                 DEATH BENEFIT      DEATH BENEFIT (UNAUDITED)
<S>                                                             <C>                 <C>
-------------------------------------------------------------------------------------------------------------
HARTFORD ADVISERS HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $4.398                  $4.663
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $4.803                  $4.798
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                      1,156,230                   4,952
-------------------------------------------------------------------------------------------------------------
HARTFORD BOND HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $2.258                  $2.233
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.185                  $2.182
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        167,707                     756
-------------------------------------------------------------------------------------------------------------
HARTFORD CAPITAL APPRECIATION HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $5.526                  $6.255
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $7.501                  $7.494
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        347,433                   1,112
-------------------------------------------------------------------------------------------------------------
HARTFORD DIVIDEND AND GROWTH HLS FUND SUB-ACCOUNT
  (Inception Date March 8, 1994)
Accumulation Unit Value at beginning of period                       $2.471                  $2.655
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.570                  $2.567
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        381,269                   1,030
-------------------------------------------------------------------------------------------------------------
HARTFORD GLOBAL LEADERS HLS FUND SUB-ACCOUNT
  (Inception Date September 30, 1998)
Accumulation Unit Value at beginning of period                       $1.315                  $1.451
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.952                  $1.951
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         25,343                     602
-------------------------------------------------------------------------------------------------------------
HARTFORD GROWTH AND INCOME HLS FUND SUB-ACCOUNT
  (Inception Date June 1, 1998)
Accumulation Unit Value at beginning of period                       $1.182                  $1.281
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.422                  $1.420
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         41,232                   1,551
-------------------------------------------------------------------------------------------------------------
HARTFORD HIGH YIELD HLS FUND SUB-ACCOUNT
  (Inception Date September 30, 1998)
Accumulation Unit Value at beginning of period                       $1.035                  $1.084
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.070                  $1.069
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         14,681                     707
-------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>
                                                                              11
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                 YEAR ENDED
                                                                              DECEMBER 31, 1999
                                                                  WITHOUT THE
                                                                    OPTIONAL            WITH THE OPTIONAL
                                                                 DEATH BENEFIT      DEATH BENEFIT (UNAUDITED)
<S>                                                             <C>                 <C>
-------------------------------------------------------------------------------------------------------------
HARTFORD INDEX HLS FUND SUB-ACCOUNT
  (Inception Date May 1, 1987)
Accumulation Unit Value at beginning of period                       $4.712                  $5.181
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $5.608                  $5.602
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        152,272                   1,107
-------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL ADVISERS HLS FUND SUB-ACCOUNT
  (Inception Date March 1, 1995)
Accumulation Unit Value at beginning of period                       $1.476                  $1.576
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.796                  $1.794
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         57,797                     391
-------------------------------------------------------------------------------------------------------------
HARTFORD INTERNATIONAL OPPORTUNITIES HLS FUND SUB-ACCOUNT
  (Inception Date July 2, 1990)
Accumulation Unit Value at beginning of period                       $1.641                  $1.806
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.267                  $2.265
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        218,272                     449
-------------------------------------------------------------------------------------------------------------
HARTFORD MIDCAP HLS FUND SUB-ACCOUNT
  (Inception Date July 15, 1997)
Accumulation Unit Value at beginning of period                       $1.371                  $1.588
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.056                  $2.054
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        118,306                   1,455
-------------------------------------------------------------------------------------------------------------
HARTFORD MONEY MARKET HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $1.716                  $1.735
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $1.777                  $1.776
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        213,832                   1,061
-------------------------------------------------------------------------------------------------------------
HARTFORD MORTGAGE SECURITIES HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $2.211                  $2.231
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.217                  $2.214
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                         69,555                     120
-------------------------------------------------------------------------------------------------------------
HARTFORD SMALL COMPANY HLS FUND SUB-ACCOUNT
  (Inception Date August 9, 1996)
Accumulation Unit Value at beginning of period                       $1.374                  $1.510
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $2.251                  $2.248
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        107,808                     726
-------------------------------------------------------------------------------------------------------------
HARTFORD STOCK HLS FUND SUB-ACCOUNT
  (Inception Date August 1, 1986)
Accumulation Unit Value at beginning of period                       $6.066                  $6.715
-------------------------------------------------------------------------------------------------------------
Accumulation Unit Value at end of period                             $7.176                  $7.169
-------------------------------------------------------------------------------------------------------------
Number Accumulation Units outstanding at end of period (in
  thousands)                                                        432,424                   2,105
-------------------------------------------------------------------------------------------------------------
</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 $1,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-Registered Trademark- Program or are part of
certain retirement plans.



-  For a limited time, usually within ten days after you receive your Contract,
   you may cancel your Contract without paying a Contingent Deferred Sales
   Charge. You may bear the investment risk for your Premium Payment prior to
   our receipt of your request for cancellation.



WHAT TYPE OF SALES CHARGE WILL I PAY?



You don't pay a sales charge when you purchase your Contract. We may charge you
a Contingent Deferred Sales Charge when you partially or fully Surrender your
Contract. The Contingent Deferred Sales Charge will depend on the amount you
choose to Surrender and the length of time the Premium Payment you made has been
in your Contract.



The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:



<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
         1                     7%
-----------------------------------------
         2                     6%
-----------------------------------------
         3                     6%
-----------------------------------------
         4                     5%
-----------------------------------------
         5                     4%
-----------------------------------------
         6                     3%
-----------------------------------------
         7                     2%
-----------------------------------------
     8 or more                 0%
-----------------------------------------
</TABLE>



You won't be charged a Contingent Deferred Sales Charge on:



X  The Annual Withdrawal Amount



X  Premium Payments or earnings that have been in your Contract for more than
   seven years



X  Distributions made due to death


X  Most payments we made to you as part of your Contract Payout


IS THERE AN ANNUAL MAINTENANCE FEE?



We deduct this $30.00 fee each year on your Contract Anniversary or when you
fully Surrender your Contract, if, on either of those dates, the value of your
Contract is less than $50,000.



WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?



In addition to the Annual Maintenance Fee, you pay the following charges each
year:



- MORTALITY AND EXPENSE RISK CHARGE -- This charge is for insurance. It is
  subtracted daily and is equal to an annual charge of 1.25% of your Contract
  Value invested in the Funds.



- ANNUAL FUND OPERATING EXPENSES -- These are charges for the Funds. See the
  Annual Fund Operating Expenses table for more complete information and 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 that is equal to an annual
  charge of 0.15% of your Contract Value invested in the Funds.



- EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
  Benefit, we will subtract an additional charge on a daily basis until we begin
  to make Annuity Payouts that is equal to an annual charge of 0.20% 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. Once Annuity Payouts begin, you may take
full or partial Surrenders under the Payments for a Period Certain, Life Annuity
with Payments for a Period Certain or the Joint and Last Survivor Life Annuity
with Payments for a Period Certain Annuity Options, but only if you selected the
variable dollar amount Annuity Payouts.



-  You may have to pay income tax on the money you take out and, if you
   Surrender before you are age 59 1/2, you may have to pay an income tax
   penalty.



-  You may have to pay a Contingent Deferred Sales Charge on the money you
   Surrender.



WILL HARTFORD PAY A DEATH BENEFIT?



There is a Death Benefit if the Contract Owner, joint owner or the Annuitant die
before we begin to make Annuity Payouts. The Death Benefit will be calculated as
of the date we receive a certified death certificate or other legal document
acceptable to us. The Death Benefit amount will remain invested in the Sub-
Accounts according to your last instructions and will fluctuate with the
performance of the underlying Funds.



The Death Benefit is the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Contract Value of your Contract, 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

<PAGE>
                                                                              13
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


Payments and partial Surrenders. We will calculate an Anniversary Value for each
Contract Anniversary prior to the deceased's 81st birthday or date of death,
whichever is earlier. The Anniversary Value is equal to the Contract Value as of
a Contract Anniversary, increased by the dollar amount of any Premium Payments
made since that anniversary and reduced by the dollar amount of any partial
Surrenders since that anniversary. The Maximum Anniversary Value is equal to the
greatest Anniversary Value attained from this series of calculations.



You may also elect the Optional Death Benefit at an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the calculation.



The Interest Accumulation Value will be:



-  Your Contract Value on the date we add the Optional Death Benefit to your
   Contract;


-  Plus any Premium Payments made after the Optional Death Benefit is added;

-  Minus any partial Surrenders after the Optional Death Benefit is added;

-  Compounded daily at an annual interest rate of 5%.


The Optional Death Benefit may not be available if the Contract Owner or
Annuitant is age 76 or older. For Contracts issued in Washington or New York,
the Optional Death Benefit is not available. Once you elect the Optional Death
Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. The Earnings Protection Benefit will
not be available if you or your Annuitant is age 76 or older on the date the
Earnings Protection Benefit is added to your Contract. Once you elect the
Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the death benefit calculation is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders, or



- The Maximum Anniversary Value, or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.


If you or your Annuitant are age 70 through 75 on the date the Earnings
Protection Benefit is added to your Contract, the percentage of Contract gain
added to your Contract Value is reduced to 25%.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



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: Life Annuity, Life Annuity with Cash Refund, Life
Annuity with Payments for a Period Certain, Joint and Last Survivor Life
Annuity, Joint and Last Survivor Life Annuity with Payments for a Period Certain
and Payments for a Period Certain. We may make other Annuity Payout Options
available at any time.



You must begin to take payments before the Annuitant's 90th birthday or the end
of the 10th Contract Year, whichever comes 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 purchased your Contract in New York, you must begin
Annuity Payouts by your Annuitant's 90th birthday. If you do not tell us what
Annuity Payout Option you want before that time, we will make Automatic Annuity
Payouts under the Life Annuity with Payments for a Period Certain Payout Option
with a ten-year period certain payment option. Automatic Annuity Payouts will be
fixed-dollar amount Annuity Payouts, variable-dollar amount Annuity Payouts, or
a combination of fixed or variable-dollar amount Annuity Payouts, depending on
the investment allocation of your Account in effect on the Annuity Commencement
Date.



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, Connecticut 06104-2999.
We are ultimately controlled by The Hartford Financial Services Group, Inc., one
of the largest financial service providers in the United States.



<TABLE>
<CAPTION>
                            HARTFORD'S RATINGS
                         EFFECTIVE DATE
    RATING AGENCY          OF RATING       RATING       BASIS OF RATING
<S>                      <C>              <C>        <C>
--------------------------------------------------------------------------
 A.M. Best and
 Company, Inc.                4/1/00          A+     Financial performance
--------------------------------------------------------------------------
                                                     Insurer financial
 Standard & Poor's            8/1/00         AA      strength
--------------------------------------------------------------------------
 Fitch                        5/1/00         AA+     Financial strength
--------------------------------------------------------------------------
</TABLE>



These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.

<PAGE>
14
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


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 Contract will equal the total of the payments
you make to us.



THE FUNDS



Kent Aggressive Growth Fund (the "Fund") is a diversified investment portfolio
of Variable Insurance Funds, an open-end management investment company organized
as a Massachusetts business trust in 1994. Lyon Street Asset Management Company
("Lyon Street") serves as investment adviser to the Fund. Lyon Street is a
wholly-owned subsidiary of Old Kent Bank and maintains offices at 111 Lyon
Street, NW, Grand Rapids, Michigan 49503. Old Kent Bank is a subsidiary of Old
Kent Financial Corporation, which is a financial services company.



Hartford HLS 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 Hartford HLS Funds. Wellington Management Company, LLP
("Wellington Management") and Hartford Investment Management Company ("HIMCO")
serve as sub-investment advisors and provide day to day investment services.



Each Hartford HLS Fund, except for Hartford Global Health HLS Fund, Hartford
Global Leaders HLS Fund, Hartford Global Technology HLS Fund, Hartford Growth
and Income HLS Fund and Hartford High Yield HLS Fund, is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. Hartford Global Leaders HLS Fund,
Hartford Growth and Income HLS Fund and 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. Hartford Global Health HLS Fund and Hartford Global
Technology HLS Fund are non-diversified series of Hartford Series Fund, Inc. The
shares of each Fund have been divided into Class IA and Class IB. Only Class IA
shares are available in this Contract.



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 Funds' expenses are more fully described in
the accompanying Funds' prospectus and Statement of Additional Information,
which may be ordered 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:



KENT AGGRESSIVE GROWTH FUND -- Seeks long-term capital appreciation by investing
primarily in equity securities of U.S. companies. Managed by Lyon Street.



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." 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 HEALTH HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities of health care companies worldwide. Sub-advised
by Wellington Management.



HARTFORD GLOBAL LEADERS HLS FUND -- Seeks growth of capital by investing
primarily in equity securities issued by high quality growth companies worldwide
that, in the opinion of Wellington Management, are leaders within their
respective industries as

<PAGE>
                                                                              15
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

indicated by an established market presence and strong competitive position on a
global, regional or country basis. Sub-advised by Wellington Management.



HARTFORD GLOBAL TECHNOLOGY HLS FUND -- Seeks long-term capital appreciation by
investing in equity securities technology companies worldwide. 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 MONEY MARKET HLS FUND -- Seeks maximum current income consistent with
liquidity and preservation of capital. Sub-advised by HIMCO.



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. Sub-advised by HIMCO.



HARTFORD SMALL COMPANY HLS FUND -- Seeks growth of capital by investing
primarily in equity securities within the range represented by the Russell 2000
Index selected on the basis of potential for capital appreciation. Sub-advised
by Wellington Management.



HARTFORD STOCK HLS FUND -- Seeks long-term growth by investing primarily in
equity securities. Sub-advised by Wellington Management.



MIXED AND SHARED FUNDING -- Shares of the Funds may be sold to our other
separate accounts and our insurance company affiliates or other unaffiliated
insurance companies to serve as the underlying investment for both variable
annuity contracts and variable life insurance policies, a practice known as
"mixed and shared funding." As a result, there is a possibility that a material
conflict may arise between the interests of Contract Owners, and of owners of
other contracts whose contract values are allocated to one or more of these
other separate accounts investing in any one of the Funds. In the event of any
such material conflicts, we will consider what action may be appropriate,
including removing the Fund from the Separate Account or replacing the Fund with
another underlying fund. There are certain risks associated with mixed and
shared funding, as disclosed in the Funds' prospectus.



VOTING RIGHTS -- We are the legal owners of all Fund shares held in the Separate
Account and we have the right to vote at the Fund's shareholder meetings. To the
extent required by federal securities laws or regulations, we will:



- Notify you of any Fund shareholders' meeting if the shares held for your
  Contract may be voted.



- Send proxy materials and a form of instructions that you can use to tell us
  how to vote the Fund shares held for your Contract.



- Arrange for the handling and tallying of proxies received from Contract
  Owners.



- Vote all Fund shares attributable to your Contract according to instructions
  received from you, and



- Vote all Fund shares for which no voting instructions are received in the same
  proportion as shares for which instructions have been received.



If any federal securities laws or regulations, or their present interpretation,
change to permit us to vote Fund shares on our own, we may decide to do so. You
may attend any Shareholder Meeting at which shares held for your Contract may be
voted. After we begin to make Annuity Payouts to you, the number of votes you
have will decrease.



SUBSTITUTIONS, ADDITIONS, OR DELETIONS OF FUNDS -- We reserve the right, subject
to any applicable law, to make certain changes to the Funds offered under your
contract. We may, in our sole discretion, establish new Funds. New Funds will be
made available to existing Contract Owners as we determine

* "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>
16
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 the
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.



ADMINISTRATIVE SERVICES -- Hartford has entered into agreements with the
investment advisers or distributors of many of the Funds. Under the terms of
these agreements, Hartford provides administrative services and the Funds pay a
fee to Hartford that is usually based on an annual percentage of the average
daily net assets of the Funds. These agreements may be different for each Fund
or each Fund family.



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 date of the Sub-Account's inception for one year, five
years, and ten years or some other relevant periods if the Sub-Account has not
been in existence for at least ten years. Total return is measured by comparing
the value of an investment in the Sub-Account at the beginning of the relevant
period to the value of the investment at the end of the period.



The Separate Account may also advertise NON-STANDARD TOTAL RETURNS THAT PRE-DATE
THE INCEPTION DATE OF THE SEPARATE ACCOUNT. These non-standardized total returns
are calculated by assuming that the Sub-Accounts have been in existence for the
same periods as the underlying Funds and by taking deductions for charges equal
to those currently assessed against the Sub-Accounts. These non-standardized
returns must be accompanied by standardized total returns.



If applicable, the Sub-Accounts may advertise YIELD IN ADDITION TO TOTAL RETURN.
The yield will be computed in the following manner: The net investment income
per unit earned during a recent one month period is divided by the unit value on
the last day of the period. This figure includes the recurring charges at the
Separate Account level including the Annual Maintenance Fee.



A money market 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.



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.



FIXED ACCUMULATION FEATURE

--------------------------------------------------------------------------------


IMPORTANT INFORMATION YOU SHOULD KNOW: THIS PORTION OF THE PROSPECTUS RELATING
TO THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED UNDER THE SECURITIES ACT OF
1933 ("1933 ACT") AND THE FIXED ACCUMULATION FEATURE IS NOT REGISTERED AS AN
INVESTMENT COMPANY UNDER THE 1940 ACT. THE FIXED ACCUMULATION FEATURE OR ANY OF
ITS INTERESTS ARE NOT SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT
OR THE 1940 ACT, AND THE STAFF OF THE SECURITIES AND EXCHANGE COMMISSION HAS NOT
REVIEWED THE DISCLOSURE REGARDING THE FIXED ACCUMULATION FEATURE. THE FOLLOWING
DISCLOSURE ABOUT THE FIXED ACCUMULATION FEATURE MAY BE SUBJECT TO CERTAIN
GENERALLY APPLICABLE PROVISIONS OF THE FEDERAL SECURITIES LAWS REGARDING THE
ACCURACY AND COMPLETENESS OF DISCLOSURE.



Premium Payments and Contract Values allocated to the Fixed Accumulation Feature
become a part of our General Account assets. We invest the assets of the General
Account according to

<PAGE>
                                                                              17
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

the laws governing the investments of insurance company General Accounts.



Currently, we guarantee that we will credit interest at a rate of not less than
3% per year, compounded annually, to amounts you allocate to the Fixed
Accumulation Feature. We reserve the right to change the rate subject only to
applicable state insurance law. We may credit interest at a rate in excess of 3%
per year. We will periodically publish the Fixed Accumulation Feature interest
rates currently in effect. There is no specific formula for determining interest
rates. Some of the factors that we may consider in determining whether to credit
excess interest are; general economic trends, rates of return currently
available and anticipated on our investments, regulatory and tax requirements
and competitive factors. We will account for any deductions, Surrenders or
transfers from the Fixed Accumulation Feature on a "first-in first-out" basis.
For Contracts issued in the state of New York, the Fixed Accumulation Feature
interest rates may vary from other states.



IMPORTANT: ANY INTEREST CREDITED TO AMOUNTS YOU ALLOCATE TO THE FIXED
ACCUMULATION FEATURE IN EXCESS OF 3% PER YEAR WILL BE DETERMINED AT OUR SOLE
DISCRETION. YOU ASSUME THE RISK THAT INTEREST CREDITED TO THE FIXED ACCUMULATION
FEATURE MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3% FOR ANY GIVEN YEAR.



From time to time, we may credit increased interest rates under certain programs
established in our sole discretion.



DOLLAR COST AVERAGING PLUS ("DCA") PROGRAMS -- Currently, you may enroll in a
special pre-authorized transfer program known as our DCA Plus Program (the
"Program"). Under this Program, Contract Owners who enroll may allocate a
minimum of $5,000 of their Premium Payment into the Program (we may allow a
lower minimum Premium Payment for qualified plan transfers or rollovers,
including IRAs) and pre-authorize transfers to any of the Sub-Accounts under
either the 6-Month Transfer Program or 12-Month Transfer Program. The 6-Month
Transfer Program and the 12-Month Transfer Program will generally have different
credited interest rates. Under the 6-Month Transfer Program, the interest rate
can accrue up to 6-months and all Premium Payments and accrued interest must be
transferred from the Program to the selected Sub-Accounts in 3 to 6 months.
Under the 12-Month Transfer Program, the interest rate can accrue up to 12
months and all Premium Payments and accrued interest must be transferred to the
selected Sub-Accounts in 7 to 12-months. This will be accomplished by monthly
transfers for the period selected and a final transfer of the entire amount
remaining in the Program.



The pre-authorized transfers will begin within 15 days of receipt of the Program
payment provided we receive complete enrollment instructions. If we do not
receive complete Program enrollment instructions within 15 days of receipt of
the initial Program payment, the Program will be voided and the entire balance
in the Program will be transferred to the Accounts designated by you. If you do
not designate an Account, you will receive the Fixed Accumulation Feature's
current effective interest rate. Any subsequent payments we receive within the
Program period selected will be allocated to the Sub-Accounts over the remainder
of that Program transfer period.



You may elect to terminate the pre-authorized transfers by calling or writing us
of your intent to cancel enrollment in the Program. Upon cancellation, you will
no longer receive the Program interest rate and unless we receive instructions
to the contrary, the amounts remaining in the Program may accrue the interest
rate currently in effect for the Fixed Accumulation Feature.



We reserve the right to discontinue, modify or amend the Program or any other
interest rate program we establish. Any change to the Program will not affect
Contract Owners currently enrolled in the Program.



You may only have one DCA program in place at one time.



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.



If you are purchasing the Contract for use in an IRA or other qualified
retirement plan, you should consider other features of the Contract besides tax
deferral, since any investment vehicle used within an IRA or other qualified
plan receives tax deferred treatment under the Code.



We have filed the Contract with the Earnings Protection Benefit with the
Internal Revenue Service for approval for use in an IRA.

<PAGE>
18
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

For more information, please see Appendix I -- Information Regarding
Tax-Qualified Retirement Plans, Individual Retirement Annuities ("IRAs") Under
Section 408. Please consult your qualified tax adviser if you are considering
adding the Earnings Protection Benefit to your Contract if it is an IRA.



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 $1,000. 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 85 on the date that your
Contract is issued. You must be of legal age in the state where the Contract is
being purchased or a guardian must act on your behalf.



For Contracts issued in Oregon, premium payments will only be accepted prior to
the third Contract Anniversary. For Contracts issued in Massachusetts,
subsequent premium payments will only be accepted until the Annuitant's 63rd
birthday or the third Contract Anniversary, whichever is later.



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 invested on the same Valuation Day. If we
receive your Premium Payment after the close of the New York Stock Exchange, it
will be invested on the next Valuation Day. If we receive your subsequent
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 you provide the necessary information.



CAN I CANCEL MY CONTRACT AFTER I PURCHASE IT?



We want you to be satisfied with the Contract you have purchased. We urge you to
closely examine its provisions. If for any reason you are not satisfied with
your Contract, simply return it within ten days after you receive it with a
written request for cancellation that indicates your tax-withholding
instructions. In some states, you may be allowed more time to cancel your
Contract. We will not deduct any Contingent Deferred Sales Charges during this
time. We may require additional information, including a signature guarantee,
before we can cancel your Contract.



You bear the investment risk from the time the Contract is issued until we
receive your complete cancellation request.



The amount we pay you upon cancellation depends on the requirements of the state
where you purchased your Contract, the method of purchase, the type of Contract
you purchased and your age.



HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY COMMENCEMENT DATE?



The Contract Value is the sum of all Accounts. There are two things that affect
your 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 and any other applicable charge
  such as any Optional Death Benefit charge adjusted for the number of days in
  the period.



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

<PAGE>
                                                                              19
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

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 Florida, Maryland, Oregon or New York, 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
Owners' Accounts add up to more than $2 million, we will not accept transfer
instructions from the power of attorney unless the power of attorney has entered
into a Third Party Transfer Services Agreement with us.



Some states may have different restrictions.



FIXED ACCUMULATION FEATURE TRANSFERS -- During each Contract Year, you may make
transfers out of the Fixed Accumulation Feature to Sub-Accounts. All transfer
allocations must be in whole numbers (e.g., 1%). You may transfer either:



- 30% of your total amount in the Fixed Accumulation Feature, or



- An amount equal to the largest previous transfer.



These transfer limits do not include transfers done through Dollar Cost
Averaging or the DCA Plus Program.



If your interest rate renews at a rate at least 1% lower than your prior
interest rate, you may transfer an amount equal to up to 100% of the amount to
be invested at the renewal rate. You must make this transfer request within 60
days of being notified of the renewal rate.



FIXED ACCUMULATION FEATURE TRANSFER RESTRICTIONS -- We reserve the right to
defer transfers from the Fixed Accumulation Feature for up to 6 months from the
date of your request. After any transfer, you must wait six months before moving
Sub-Account Values back to the Fixed Accumulation Feature.



TELEPHONE AND INTERNET TRANSFERS -- In most states, you can make transfers:



- By calling us at 1-800-862-6668



- Electronically, when available, by the Internet through our website at
  http://online.hartfordlife.com



Transfer instructions received by telephone on any Valuation Day before the
close of the New York Stock Exchange will be carried out that day. Otherwise,
the instructions will be carried out at the close of the New York Stock Exchange
on the next Valuation Day.



Transfer instructions you send electronically are considered to be received by
Hartford at the time and date stated on the electronic acknowledgement Hartford
returns to you. If the time and date indicated on the acknowledgement is before
the close of the New York Stock Exchange on a Valuation Day, the instructions
will be carried out that day. Otherwise, the instructions will be carried out at
the close of the New York Stock Exchange the next Valuation Day. If you do not
receive an electronic acknowledgement, you should telephone us as soon as
possible.



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.



Telephone or Internet transfer requests may currently only be cancelled by
calling us before the close of the New York Stock Exchange.



Hartford, our agents or our affiliates are NOT responsible for losses resulting
from telephone or electronic requests that we believe are genuine. We will use
reasonable procedures to confirm that instructions received by telephone or
through our website are genuine, including a requirement that contract owners
provide certain identification information, including a personal identification
number. We record all telephone transfer instructions. We reserve the right to
suspend, modify, or terminate telephone or electronic 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, subject to our
transfer restrictions, from your designated third party 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



The following charges and fees are associated with the Contract:



1. THE CONTINGENT DEFERRED SALES CHARGE



The Contingent Deferred Sales Charge covers some of the expenses relating to the
sale and distribution of the Contract, including commissions paid to registered
representatives and the cost of preparing sales literature and other promotional
activities.



We may assess a Contingent Deferred Sales Charge when you request a full or
partial Surrender. The Contingent Deferred Sales Charge is based on the amount
you choose to Surrender and how long your Premium Payments have been in the
Contract. Each Premium Payment has its own Contingent Deferred Sales Charge
schedule. Premium Payments are Surrendered in the order in which they were
received. The longer you leave your Premium Payments in the Contract, the lower
the Contingent Deferred Sales Charge will be when you Surrender. The

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20
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

amount assessed a Contingent Deferred Sales Charge will not exceed your total
Premium Payments.



The percentage used to calculate the Contingent Deferred Sales Charge is equal
to:



<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
-----------------------------------------
         1                     7%
-----------------------------------------
         2                     6%
-----------------------------------------
         3                     6%
-----------------------------------------
         4                     5%
-----------------------------------------
         5                     4%
-----------------------------------------
         6                     3%
-----------------------------------------
         7                     2%
-----------------------------------------
     8 or more                 0%
-----------------------------------------
</TABLE>



For example, you made an initial Premium Payment of $10,000 five years ago and
an additional Premium Payment of $20,000 one year ago. If you request a partial
withdrawal of $15,000 and you have not taken your Annual Withdrawal Amount for
the year, we will deduct a Contingent Deferred Sales Charge as follows:



- Hartford will Surrender the Annual Withdrawal Amount which is equal to 15% of
  your total Premium Payments or $4,500 without charging a Contingent Deferred
  Sales Charge.



- We will then Surrender the Premium Payments that have been in the Contract the
  longest.



- That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 4% on that amount or $400.00



- The remaining $500 will come from the additional Premium Payment made one year
  ago and we will deduct a Contingent Deferred Sales Charge of 7% of the $500 or
  $35.00.



- Your Contingent Deferred Sales Charge is $435.00.



If you have any questions about these charges, please contact your financial
adviser or Hartford.



THE FOLLOWING SURRENDERS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:



- ANNUAL WITHDRAWAL AMOUNT -- During the first seven years from each Premium
  Payment, you may, each Contract Year, take partial Surrenders up to 15% of the
  total Premium Payments. If you do not take 15% one year, you may not take more
  than 15% the next year. These amounts are different for group unallocated
  Contracts and Contracts issued to a Charitable Remainder Trust.



UNDER THE FOLLOWING SITUATIONS, THE CONTINGENT DEFERRED SALES CHARGE IS WAIVED:



- Upon eligible confinement as described in the Waiver of Sales Charge Rider. We
  will waive any Contingent Deferred Sales Charge applicable to a partial or
  full Surrender if you, the joint owner or the Annuitant, is confined for at
  least 180 calendar days to a: (a) facility recognized as a general hospital by
  the proper authority of the state in which it is located; or (b) facility
  recognized as a general hospital by the Joint Commission on the Accreditation
  of Hospitals; or (c) facility certified as a hospital or long-term care
  facility; or (d) nursing home licensed by the state in which it is located and
  offers the services of a registered nurse 24 hours a day. If you, the joint
  owner or the Annuitant is confined when you purchase the Contract, this waiver
  is not available. For it to apply, you must: (a) have owned the Contract
  continuously since it was issued, (b) provide written proof of confinement
  satisfactory to us, and (c) request the Surrender within 90 calendar days of
  the last day of confinement. This waiver may not be available in all states.
  Please contact your Registered Representative or us to determine if it is
  available for you.



- For Required Minimum Distributions. This allows Annuitants who are age 70 1/2
  or older, with a Contract held under an Individual Retirement Account or
  403(b) plan, to Surrender an amount equal to the Required Minimum Distribution
  for the Contract without a Contingent Deferred Sales Charge. All requests for
  Required Minimum Distributions must be in writing.



- On or after the Annuitant's 90th birthday.



THE FOLLOWING SITUATIONS ARE NOT SUBJECT TO A CONTINGENT DEFERRED SALES CHARGE:



- Upon death of the Annuitant or Contract Owner. No Contingent Deferred Sales
  Charge will be deducted if the Annuitant or Contract Owner dies, unless the
  Contract Owner is not a natural person (e.g. a trust).



- Upon Annuitization. The Contingent Deferred Sales Charge is not deducted when
  you annuitize the Contract. We will charge a Contingent Deferred Sales Charge
  if the Contract is fully Surrendered during the Contingent Deferred Sales
  Charge period under an Annuity Payout Option which allows Surrenders.



- Upon cancellation during the Right to Cancel Period.



SURRENDER ORDER -- During the first seven Contract Years all Surrenders in
excess of the Annual Withdrawal Amount will be taken first from Premium
Payments, then from earnings. Surrenders from Premium Payments in excess of the
Annual Withdrawal Amount will be subject to a Contingent Deferred Sales Charge.



After the Seventh Contract Year, all Surrenders in excess of the Annual
Withdrawal Amount will be taken first from earnings, then from Premium Payments
held in your Contract for more than seven years and then from Premium Payments
invested for less than seven years. Only Premium Payments invested for less than
seven years are subject to a Contingent Deferred Sales Charge.

<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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2. MORTALITY AND EXPENSE RISK CHARGE



For assuming mortality and expense risks under the Contract, we deduct a daily
charge at an annual rate of 1.25% of Sub-Account Value. The mortality and
expense risk charge is broken into charges for mortality risks and for an
expense risk:



- MORTALITY RISK -- There are two types of mortality risks that we assume, those
  made while your Premium Payments are accumulating and those made once Annuity
  Payouts have begun.



During the period your Premium Payments are accumulating, we are required to
cover any difference between the Death Benefit paid and the Surrender Value.
These differences may occur during periods of declining value or in periods
where the Contingent Deferred Sales Charges would have been applicable. The risk
that we bear during this period is that actual mortality rates, in aggregate,
may exceed expected mortality rates.



Once Annuity Payouts have begun, we may be required to make Annuity Payouts as
long as the Annuitant is living, regardless of how long the Annuitant lives. We
would be required to make these payments if the Payout Option chosen is the Life
Annuity, Life Annuity With Payments for a Period Certain or Joint and Last
Survivor Life Annuity Payout Option. The risk that we bear during this period is
that the actual mortality rates, in aggregate, may be lower than the expected
mortality rates.



- EXPENSE RISK -- We also bear an expense risk that the Contingent Deferred
  Sales Charges and the Annual Maintenance Fee collected before the Annuity
  Commencement Date may not be enough to cover the actual cost of selling,
  distributing and administering the Contract.



Although variable Annuity Payouts will fluctuate with the performance of the
underlying Fund selected, your Annuity Payouts will NOT be affected by (a) the
actual mortality experience of our Annuitants, or (b) our actual expenses if
they are greater than the deductions stated in the Contract. Because we cannot
be certain how long our Annuitants will live, we charge this percentage fee
based on the mortality tables currently in use. The mortality and expense risk
charge enables us to keep our commitments and to pay you as planned.



3. ANNUAL MAINTENANCE FEE



The Annual Maintenance Fee is a flat fee that is deducted from your Contract
Value to reimburse us for expenses relating to the administrative maintenance of
the Contract and the Accounts. The annual $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.



4. PREMIUM TAXES



We deduct Premium Taxes, if required, by a state or other government agency.
Some states collect the taxes when Premium Payments are made; 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.



5. CHARGES AGAINST THE FUNDS



The Separate Account purchases shares of the Funds at net asset value. The net
asset value of the Fund reflects investment advisory fees and administrative
expenses already deducted from the assets of the Funds. These changes 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 that is equal to an annual
charge of .15% of your Contract Value invested in the Funds.



EARNINGS PROTECTION BENEFIT CHARGE -- If you elect the Earnings Protection
Benefit, we will subtract an additional charge on a daily basis until we begin
to make Annuity Payouts that is equal to an annual charge of 0.20% of your
Contract Value invested in the Funds.



WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES CHARGES, THE MORTALITY AND EXPENSE RISK
CHARGE, AND THE ANNUAL MAINTENANCE FEE, FOR CERTAIN CONTRACTS (INCLUDING
EMPLOYER SPONSORED SAVINGS PLANS) WHICH MAY RESULT IN DECREASED COSTS AND
EXPENSES. REDUCTIONS IN THESE FEES AND CHARGES WILL NOT BE UNFAIRLY
DISCRIMINATORY AGAINST ANY CONTRACT OWNER.



DEATH BENEFIT



WHAT IS THE DEATH BENEFIT AND HOW IS IT CALCULATED?



The Death Benefit is the amount we will pay upon the death of the Contract Owner
or the Annuitant. The Death Benefit is calculated when we receive a certified
death certificate or other legal document acceptable to us.



The calculated Death Benefit will remain invested in the same Accounts,
according to the Contract Owner's last instructions until we receive complete
written settlement instructions from the Beneficiary. Therefore, the Death
Benefit amount will fluctuate with the performance of the underlying Funds. When
there is more than one Beneficiary, we will calculate the Accumulation Units for
each Sub-account and the dollar amount for the Fixed

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                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------

Accumulation Feature for each Beneficiary's portion of the proceeds.



If death occurs before the Annuity Commencement Date, the Death Benefit is the
greatest of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Contract Value of your Contract; or



- The Maximum Anniversary Value, which is described below.



The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments and partial Surrenders. We
will calculate an Anniversary Value for each Contract Anniversary prior to the
deceased's 81st birthday or date of death, whichever is earlier. The Anniversary
Value is equal to the Contract Value as of a Contract Anniversary, increased by
the dollar amount of any Premium Payments made since that anniversary and
reduced by the dollar amount of any partial Surrenders since that anniversary.
The Maximum Anniversary Value is equal to the greatest Anniversary Value
attained from this series of calculations.



You may also elect the Optional Death Benefit for an additional charge. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.



The Interest Accumulation Value will be:



- Your Contract Value on the date we add the Optional Death Benefit to your
  Contract;



- Plus any Premium Payments made after the Optional Death Benefit is added;



- Minus any partial Surrenders after the Optional Death Benefit is added;



- Compounded daily at an annual interest rate of 5%.



If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduced the Optional Death Benefit proportionally for any partial
Surrenders.



On or after the deceased's 81st birthday or date of death, the Interest
Accumulation Value will not continue to compound, but will be adjusted to add
any Premium Payments or subtract any partial Surrenders.



The Optional Death Benefit is limited to a maximum of 200% of any Premium
Payments made less proportional adjustments for any partial Surrenders. For
examples on how the Optional Death Benefit is calculated see "Appendix II".



If you elect the Optional Death Benefit, we will subtract an additional charge
on a daily basis that is equal to an annual charge of .15% of your Contract
Value invested in the Funds. The Optional Death Benefit may not be available if
the Contract Owner or Annuitant is age 76 or older. The Optional Death Benefit
is not available in the states of Washington or New York. Once you elect the
Optional Death Benefit, you cannot cancel it.



You may also elect the Earnings Protection Benefit at an additional charge. The
Earnings Protection Benefit may not currently be available in your state and is
not available in Washington and New York. You cannot elect the Earnings
Protection Benefit if you or your Annuitant is age 76 or older. Once you elect
the Earnings Protection Benefit, you cannot cancel it.



If you and your Annuitant are age 69 or under on the date the Earnings
Protection Benefit is added to your Contract, the Earnings Protection Benefit is
the greater of:



- The total Premium Payments you have made to us minus the dollar amount of any
  partial Surrenders; or



- The Maximum Anniversary Value; or



- Your Contract Value on the date we receive a death certificate or other legal
  document acceptable to us, plus 40% of the Contract gain since the date the
  Earnings Protection Benefit was added to your Contract.



We determine any Contract gain by comparing your Contract Value on the date you
added the Earnings Protection Benefit to your Contract to your Contract Value on
the date we calculate the Death Benefit. We deduct any Premium Payments and add
adjustments for any partial Surrenders made during that time.



We make an adjustment for partial Surrenders if the amount of a Surrender is
greater than the Contract gain in the Contract immediately prior to the
Surrender.



Your Contract gain is limited to or "capped" at a maximum of 200% of Contract
Value on the date the Earnings Protection Benefit was added to your Contract
plus Premium Payments not previously withdrawn made after the Earnings
Protection Benefit was added to your Contract, excluding any Premium Payments
made in the 12 months before the date of death. We subtract any adjustments for
partial Surrenders.



Hartford takes 40% of either the Contract gain or the capped amount and adds it
back to your Contract Value to complete the Death Benefit calculation. If you or
your Annuitant are age 70 through 75, we add 25% of the Contract gain or capped
amount back to Contract Value to complete the Death Benefit calculation. The
percentage used for the Death Benefit calculation is determined by the oldest
age of you and your Annuitant at the time the Earnings Protection Benefit is
added to your Contract.

<PAGE>
                                                                              23
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


  FOR EXAMPLE: Assuming that:



- The Contract Value on the date we received proof of death plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- You took no partial Surrenders,



- The Contract Value on the date we receive proof of death was $400,000.



Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death equals $400,000,



- minus the Contract Value on the date the Earnings Protection Benefit was added
  to your Contract or $100,000 = $300,000.



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



In this situation the cap applies, so Hartford takes 40% of $200,000 or $80,000
and adds that to the Contract Value on the date we receive proof of death and
the total Death Benefit with the Earnings Protection Benefit is $480,000.



Before you purchase the Earnings Protection Benefit, you should also consider
the following:



- If your Contract has no gain when Hartford calculates the Death Benefit,
  Hartford will not pay an Earnings Protection Benefit.



- Partial Surrenders can reduce or eliminate your Contract gain. So if you plan
  to make partial Surrenders, there may be no Earnings Protection Benefit.



- If you transfer ownership of your Contract to someone other than your spouse
  who would have been ineligible for the Earnings Protection Benefit when it was
  added to your Contract, the Earnings Protection Benefit charge will continue
  to be deducted even though no Earnings Protection Benefit will be payable.



For more information on how these optional benefits may affect your taxes,
please see the section entitled, "Federal Tax Considerations," under the
sub-section entitled "Taxation of Annuities -- General Provisions Affecting
Purchasers Other Than Qualified Retirement Plans."



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 "Death
Benefit Remaining with the Company" to leave proceeds from the Death Benefit
with us for up to five years from the date of the Contract Owner's death if the
Contract Owner died before the Annuity Commencement Date. Once we receive a
certified death certificate or other legal documents acceptable to us, the
Beneficiary can: (a) make Sub-Account transfers and (b) take Surrenders without
paying Contingent Deferred Sales Charges.



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.



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.

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                                                 HARTFORD LIFE INSURANCE COMPANY
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SPOUSAL CONTRACT CONTINUATION -- If a Beneficiary is the Contract Owner's
spouse, that portion of the Contract for which the spouse is considered the
Beneficiary will continue with the spouse as Contract Owner, unless the spouse
elects to receive the Death Benefit as a lump sum payment or as an annuity
payment 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 payment, had the spouse elected to receive the Death Benefit as a
lump sum payment. Spousal Contract continuation will only apply one time for
each Contract.



If your spouse continues any portion of the Contract as Contract Owner and
elects the Earnings Protection Benefit, Hartford will use the date the Contract
is continued with your spouse as Contract Owner as the date the Earnings
Protection Benefit was added to the Contract. The percentage used for the
Earnings Protection Benefit will be determined by the oldest age of any
remaining joint owner or Annuitant at the time the Contract is continued.


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 Owner                  There is a surviving joint    The Annuitant is living or    Joint Contract Owner
                                Contract Owner                deceased                      receives the Death
                                                                                            Benefit.
----------------------------------------------------------------------------------------------------------------------
Contract Owner                  There is no surviving         The Annuitant is living or    Designated Beneficiary
                                joint Contract Owner          deceased                      receives the Death
                                                                                            Benefit.
----------------------------------------------------------------------------------------------------------------------
Contract Owner                  There is no surviving         The Annuitant is living or    Contract Owner's estate
                                joint Contract Owner and      deceased                      receives the Death
                                the Beneficiary                                             Benefit.
                                predeceases the Contract
                                Owner
----------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is         There is no named             The Contract Owner becomes
                                living                        Contingent Annuitant          the Contingent Annuitant
                                                                                            and the Contract
                                                                                            continues.
----------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is         The Contingent Annuitant      Contingent Annuitant
                                living                        is living                     becomes the 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 Owner                  The Annuitant is living                     Designated Beneficiary becomes the
                                                                            Contract Owner.
--------------------------------------------------------------------------------------------------------------------
Annuitant                       The Contract Owner is living                Contract Owner receives the Death
                                                                            Benefit.
--------------------------------------------------------------------------------------------------------------------
Annuitant                       The Annuitant is also the Contract Owner    Designated Beneficiary 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.



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, Contingent Deferred Sales Charges and
the Annual Maintenance Fee. The Surrender Value may be more or less than the
amount of the Premium Payments made to a Contract.



PARTIAL SURRENDERS BEFORE THE ANNUITY COMMENCEMENT DATE -- You may request a
partial Surrender of Contract Values at any time before the Annuity Commencement
Date. There are two restrictions:



- The partial Surrender amount must be at least equal to $100, our current
  minimum for partial Surrenders, and



- The Contract must have a minimum Contract Value of $500 after the Surrender.
  The minimum Contract Value in New York must be $1000 after the Surrender. We
  reserve the right

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HARTFORD LIFE INSURANCE COMPANY
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  to close your Contract and pay the full Surrender Value if the Contract Value
  is under the minimum after the Surrender. If your Contract was issued in
  Texas, a remaining value of $500 is not required to continue the Contract if
  Premium Payments were made in the last two Contract Years.



FULL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- You may Surrender your
Contract on or after the Annuity Commencement Date only if you selected the
Payment For a Period Certain Annuity Payout Option. Under this option, we pay
you the Commuted Value of your Contract minus any applicable Contingent Deferred
Sales Charges. The Commuted Value is determined on the day we receive your
written request for Surrender.



PARTIAL SURRENDERS AFTER THE ANNUITY COMMENCEMENT DATE -- Partial Surrenders are
permitted after the Annuity Commencement Date if you select the Life Annuity
With Payments for a Period Certain, Joint and Last Survivor Life Annuity With
Payments for a Period Certain or the Payment for a Period Certain Annuity Payout
Options. You may take partial Surrenders of amounts equal to the Commuted Value
of the payments that we would have made during the "Period Certain" or the
number of years you select under the Annuity Payout Option that we guarantee to
make Annuity Payouts.



To qualify for partial Surrenders under these Annuity Payout Options you must
elect a variable dollar amount Annuity Payout and you must make the Surrender
request during the Period Certain.



Hartford will deduct any applicable Contingent Deferred Sales Charges.



If you elect to take the entire Commuted Value of the Annuity Payouts we would
have made during the Period Certain, Hartford will not make any Annuity Payouts
during the remaining Period Certain. If you elect to take only some of the
Commuted Value of the Annuity Payouts we would have made during the Period
Certain, Hartford will reduce the remaining Annuity Payouts during the remaining
Period Certain. Annuity Payouts that are to be made after the Period Certain is
over will not change.



Please check with your qualified tax adviser because there could be adverse tax
consequences for partial Surrenders after the Annuity Commencement Date.



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.



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

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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 QUALIFIED 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:



- When do you want Annuity Payouts to begin?



- Which Annuity Payout Option do you want to use?



- How often do you want to receive Annuity Payouts?



- What is the Assumed Investment Return?



- Do you want fixed dollar amount or variable dollar amount Annuity Payouts?



Please check with your financial adviser 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. Once we begin to
make Annuity Payouts, the Annuity Payout Option cannot be changed.



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.



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.



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
continue Annuity Payouts for the remainder of the guaranteed number of years or
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.



JOINT AND LAST SURVIVOR LIFE ANNUITY



We will make Annuity Payouts as long as the Annuitant and Joint Annuitant are
living. When one Annuitant dies, we continue to make Annuity Payouts to the
other Annuitant until that second Annuitant dies. When choosing this option, you
must decide what will happen to the Annuity Payouts; either fixed or variable,
after the first Annuitant dies. You must select Annuity Payouts that:



- Remain the same at 100%, or

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HARTFORD LIFE INSURANCE COMPANY
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- Decrease to 66.67%, or



- Decrease to 50%.



For variable Annuity Payouts, these percentages represent Annuity Units; for
fixed Annuity Payouts, they represent actual dollar amounts. The percentage will
also impact the Annuity Payout amount we pay while both Annuitants are living.
If you pick a lower percentage, your original Annuity Payouts will be higher
while both Annuitants are alive.



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 may continue Annuity Payouts for the remainder
of the guaranteed number of years or 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.



PAYMENTS FOR A PERIOD CERTAIN



We agree to make payments for a specified time. The minimum period that you can
select is 10 years during the first two Contract Years and 5 years after the
second Contract Anniversary. The maximum period that you can select is 100 years
minus your Annuitant's age. If, at the death of the Annuitant, Annuity Payouts
have been made for less than the time period selected, then the Beneficiary may
elect to continue the remaining Annuity Payouts or receive the Commuted Value in
one sum.



For Contracts issued in the State of Oregon, the minimum period that you can
select under the Payments for a Period Certain Annuity Payout Option is as
follows: For fixed annuity payouts, the minimum period that you can select is 10
years during the first two Contract Years and 5 years after the second Contract
Anniversary. For variable annuity payouts, the minimum period that you can
select is 5 years on or after the tenth Contract Anniversary.



IMPORTANT INFORMATION:



- YOU CANNOT SURRENDER YOUR CONTRACT ONCE ANNUITY PAYOUTS BEGIN, UNLESS YOU HAVE
  SELECTED LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN, JOINT AND LAST
  SURVIVOR LIFE ANNUITY WITH PAYMENT FOR A PERIOD CERTAIN, AND PAYMENTS FOR A
  PERIOD CERTAIN VARIABLE-DOLLAR AMOUNT ANNUITY PAYOUT OPTION. A CONTINGENT
  DEFERRED SALES CHARGE MAY BE DEDUCTED.



- AUTOMATIC ANNUITY PAYOUTS FOR NON-QUALIFIED CONTRACTS -- If you do not elect
  an Annuity Payout Option, Annuity Payouts will automatically begin on the
  Annuity Commencement Date under the Life Annuity with Payments for a Period
  Certain Annuity Payout Option with a ten-year period certain. Automatic
  Annuity Payouts will be fixed-dollar amount Annuity Payouts, variable-dollar
  amount Annuity Payouts, or a combination of fixed or variable-dollar amount
  Annuity Payouts, depending on the investment allocation of your Account in
  effect on the Annuity Commencement Date.



- AUTOMATIC ANNUITY PAYOUTS FOR QUALIFIED CONTRACTS AND CONTRACTS ISSUED IN
  TEXAS -- If you do not elect an Annuity Payout Option, Annuity Payouts will
  automatically begin on the Annuity Commencement Date under the Life Annuity
  Payout Option. Automatic Annuity Payouts will be fixed-dollar amount Annuity
  Payouts, variable-dollar amount Annuity Payouts, or a combination of fixed or
  variable-dollar amount Annuity Payouts, depending on the investment allocation
  of your Account in effect on the Annuity Commencement Date.



3. HOW OFTEN DO YOU WANT THE PAYEE TO RECEIVE ANNUITY PAYOUTS?



In addition to selecting an Annuity Commencement Date and an Annuity Payout
Option, you must also decide how often you want the Payee to receive Annuity
Payouts. You may choose to receive Annuity Payouts:



- monthly,



- quarterly,



- semi-annually, or



- annually.



Once you select a frequency, it cannot be changed. If you do not make a
selection, the Payee will receive monthly Annuity Payouts. You must select a
frequency that results in an Annuity Payout of at least $50. If the amount falls
below $50, we have the right to change the frequency to bring the Annuity Payout
up to at least $50. For Contracts issued in New York, the minimum monthly
Annuity Payout is $20.



4. WHAT IS THE ASSUMED INVESTMENT RETURN?



The Assumed Investment Return ("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.

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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 Sub-Accounts earned exactly the same as the AIR, then the
second monthly Annuity Payout Option is the same as the first. If the
Sub-Accounts earned more than the AIR, then the second monthly Annuity Payout
Option is higher than the first. If the Sub-Accounts earned less than the AIR,
then the second monthly Annuity Payout Option is lower than the first.



Level variable-dollar 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 ANNUITY PAYOUTS TO BE FIXED-DOLLAR AMOUNT OR VARIABLE-DOLLAR
   AMOUNT?



You may choose an Annuity Payout Option with fixed-dollar amounts or
variable-dollar amounts, 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 Payment Annuity 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 of each
Sub-Account.



The Annuity Unit Value of each Sub-Account for any Valuation Period is equal to
the Accumulation Unit Value Net Investment Factor for the current Valuation
Period multiplied by the Annuity Unit factor, multiplied by the Annuity Unit
Value for the preceding Valuation Period.



TRANSFER OF ANNUITY UNITS -- 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- PROGRAM -- InvestEase is an electronic transfer
program that allows you to have money automatically transferred from your
checking or savings account, and invested in your Contract. It is available for
Premium Payments made after your initial Premium Payment. The minimum amount for
each transfer is $50. You can elect to 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 15% of your total Premium Payments each Contract Year without a Contingent
Deferred Sales Charge. You can Surrender from the Accounts you select
systematically on a monthly, quarterly, semiannual, or annual basis. The
Automatic Income Program may change based on your instructions after your
seventh Contract Year.



ASSET ALLOCATION PROGRAM -- Asset Allocation is a program that allows you to
choose an allocation for your Sub-Accounts to help you reach your investment
goals. Some Contracts offer model allocations with pre-selected Sub-Accounts and
percentages that have been established for each type of investor ranging from
conservative to aggressive. Over time, Sub-Account performance may cause your
Contract's allocation percentages to change, but under the Asset Allocation
Program, your Sub-Account allocations are rebalanced to the percentages in the
current model you have chosen. You can transfer freely between allocation models
up to twelve times per year. You can also

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HARTFORD LIFE INSURANCE COMPANY
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allocate a portion of your investment to Sub-Accounts that may not be part of
the model. You can only participate in one asset allocation model at a time.



ASSET REBALANCING -- Asset Rebalancing is another type of asset allocation
program in which you customize your Sub-Accounts to meet your investment needs.
You select the Sub-Accounts and the percentages you want allocated to each Sub-
Account. Based on the frequency you select, your model will automatically
rebalance to the original percentages chosen. You can transfer freely between
models up to twelve times per year. You can also allocate a portion of your
investment to Sub-Accounts that are not part of the model. You can only
participate in one asset rebalancing model at a time.



OTHER INFORMATION

--------------------------------------------------------------------------------


ASSIGNMENT -- Ownership of this Contract is generally assignable. However, if
the Contract is issued to a tax qualified retirement plan, it is possible that
the ownership of the Contract may not be transferred or assigned. An assignment
of a Non-Qualified Contract may subject the Contract Values or Surrender Value
to income taxes and certain penalty taxes.



CONTRACT MODIFICATION -- The Annuitant may not be changed. However, if the
Annuitant is still living, the Contingent Annuitant may be changed at any time
prior to the Annuity Commencement Date by sending us written notice. We may
modify the Contract, but no modification will effect the amount or term of any
Contract unless a modification is required to conform the Contract to applicable
Federal or State law. No modification will effect the method by which Contract
Values are determined.



HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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 Financial
Services Group, Inc. The principal business address of HSD is the same as ours.
The securities will be sold by individuals who represent us as insurance agents
and who are registered representatives of Broker-Dealers that have entered into
distribution agreements with HSD.



Commissions will be paid by Hartford and will not be more than 7% of Premium
Payments. From time to time, Hartford may pay or permit other promotional
incentives, in cash or credit or other compensation.



Broker-dealers or financial institutions are compensated according to a schedule
set forth by HSD and any applicable rules or regulations for variable insurance
compensation. Compensation is generally based on Premium Payments made by
policyholders or Contract Owners. This compensation is usually paid from the
sales charges described in this prospectus.



In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance products.
These payments, which may be different for different broker-dealers or financial
institutions, will be made by HSD, its affiliates or Hartford out of their own
assets and will not effect the amounts paid by the policyholders or Contract
Owners to purchase, hold or Surrender variable insurance products.



The Contract may be sold directly to certain individuals under certain
circumstances that do not involve payment of any sales compensation to a
registered representative. In such case, Hartford will credit the Contract with
an additional 5.0% of the Premium Payment. This additional percentage of Premium
Payment in no way affects present or future charges, rights, benefits or current
values of other Contract Owners. The following class of individuals are eligible
for this feature: (1) current or retired officers, directors, trustees and
employees (and their families) of the ultimate parent and affiliates of
Hartford; and (2) employees and registered representatives (and their families)
of registered broker-dealers (or their financial institutions) that have a sales
agreement with Hartford and its principal underwriter to sell the Contracts.



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 Christine Hayer
Repasy, 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: Investment Product Services
P.O. Box 5085
Hartford, Connecticut 06102-5085


Telephone:1-800-862-6668 (Contract Owners)
         1-800-862-7155 (Registered Representatives)

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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 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

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HARTFORD LIFE INSURANCE COMPANY
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    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.



 vi. In general, any amount actually received under the Contract as a Death
     Benefit, including any Optional Death Benefit or Earnings Protection
     Benefit, will be treated as an amount received for purposes of this
     subparagraph a. and the next subparagraph b. As a result, Hartford believes
     that for federal tax purposes the Optional Death Benefit and the Earnings
     Protection Benefit should be treated as an integral part of the Contract's
     benefits (e.g., as investment protection benefit) and that any charges
     under the contract for the Optional Death Benefit or the Earnings
     Protection Benefit should not be treated as an amount received by the
     Contract Owner for purposes of this subparagraph a. However, it is possible
     that the IRS could take a contrary position that some or all of these
     charges for the Optional Death Benefit or the Earnings Protection Benefit
     should be treated for federal tax purposes as an amount received under the
     Contract (e.g., as an amount distributed from the Contract to pay for an
     additional benefit that should be treated as a benefit that is being
     provided by a separate contract for tax purposes, i.e., by a separate
     contract that is not part of the annuity Contract for tax purposes). If the
     IRS takes such a contrary position, however, then any Beneficiary of an
     Optional Death Benefit or an Earnings Protection Benefit may be entitled to
     claim that some part of such Death Benefit is excludable from gross income
     for federal tax purposes (e.g., as a death benefit that should be treated
     for tax purposes as if it were being provided by a separate contract that
     qualifies as a life insurance contract for tax purposes).



    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).

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                                                 HARTFORD LIFE INSURANCE COMPANY
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    5. Distributions of amounts which are allocable to the "investment in the
       contract" prior to August 14, 1982 (see next subparagraph e.).



    E. SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A TAX-FREE
       EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS PURCHASED PRIOR TO
       AUGUST 14, 1982.



If the Contract was obtained by a tax-free exchange of a life insurance or
annuity Contract purchased prior to August 14, 1982, then any amount received or
deemed received prior to the Annuity Commencement Date shall be deemed to come
(1) first from the amount of the "investment in the contract" prior to August
14, 1982 ("pre-8/14/82 investment") carried over from the prior Contract, (2)
then from the portion of the "income on the contract" (carried over to, as well
as accumulating in, the successor Contract) that is attributable to such
pre-8/14/82 investment, (3) then from the remaining "income on the contract" and
(4) last from the remaining "investment in the contract." As a result, to the
extent that such amount received or deemed received does not exceed such
pre-8/14/82 investment, such amount is not includable in gross income. In
addition, to the extent that such amount received or deemed received does not
exceed the sum of (a) such pre-8/14/82 investment and (b) the "income on the
contract" attributable thereto, such amount is not subject to the 10% penalty
tax. In all other respects, amounts received or deemed received from such post-
exchange Contracts are generally subject to the rules described in this
subparagraph 3.



    F. REQUIRED DISTRIBUTIONS.



  i. Death of Contract Owner or Primary Annuitant



Subject to the alternative election or spouse beneficiary provisions in ii or
iii below:



    1. If any Contract Owner dies on or after the Annuity Commencement Date and
       before the entire interest in the Contract has been distributed, the
       remaining portion of such interest shall be distributed at least as
       rapidly as under the method of distribution being used as of the date of
       such death;



    2. If any Contract Owner dies before the Annuity Commencement Date, the
       entire interest in the Contract will be distributed within 5 years after
       such death; and



    3. If the Contract Owner is not an individual, then for purposes of 1. or 2.
       above, the primary annuitant under the Contract shall be treated as the
       Contract Owner, and any change in the primary annuitant shall be treated
       as the death of the Contract Owner. The primary annuitant is the
       individual, the events in the life of whom are of primary importance in
       affecting the timing or amount of the payout under the Contract.



 ii. Alternative Election to Satisfy Distribution Requirements



If any portion of the interest of a Contract Owner described in i. above is
payable to 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. Distributions must be made and
payments must begin within a year of the Contract Owner's 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

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HARTFORD LIFE INSURANCE COMPANY
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the contract owner. It is unclear under what circumstances an investor is
considered to have enough control over the assets in the separate account to be
considered the owner of the assets for tax purposes.



The IRS has issued several rulings discussing investor control. These rulings
say that certain incidents of ownership by the contract owner, such as the
ability to select and control investments in a separate account, will cause the
contract owner to be treated as the owner of the assets for tax purposes.



In its explanation of the diversification regulations, the Treasury Department
recognized that the temporary regulations "do not provide guidance concerning
the circumstances in which investor control of the investments of a segregated
asset account may cause the investor, rather than the insurance company, to be
treated as the owner of the assets in the account." The explanation further
indicates that "the temporary regulations provide that in appropriate cases a
segregated asset account may include multiple sub-accounts, but do not specify
the extent to which policyholders may direct their investments to particular
sub-accounts without being treated as the owners of the underlying assets.
Guidance on this and other issues will be provided in regulations or revenue
rulings under Section 817(d), relating to the definition of variable contract."



The final regulations issued under Section 817 did not provide guidance
regarding investor control, and as of the date of this prospectus, guidance has
yet to be issued. We do not know if additional guidance will be issued. If
guidance is issued, we do not know if it will have a retroactive effect.



Due to the lack of specific guidance on investor control, there is some
uncertainty about when 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



Any portion of a distribution that is (or is deemed to be) current taxable
income to the Contract Owner will be subject to federal income tax withholding
and reporting under the Code. Generally, however, a Contract Owner may elect not
to have income taxes withheld or to have income taxes withheld at a different
rate by filing a completed election form with us. 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.



G. GENERATION-SKIPPING TRANSFERS



Under certain circumstances, the Internal Revenue Code may impose a "generation
skipping transfer tax" when all or part of an annuity is transferred to, or a
death benefit is paid to, an individual two or more generations younger than the
owner. Federal tax law may require us to deduct the tax from your contract, or
from any applicable payment, and pay it directly to the Internal Revenue
Service.

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                                                 HARTFORD LIFE INSURANCE COMPANY
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TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION



<TABLE>
<CAPTION>
SECTION
<S>                                                             <C>
-------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
-------------------------------------------------------------------
SAFEKEEPING OF ASSETS
-------------------------------------------------------------------
INDEPENDENT PUBLIC ACCOUNTANTS
-------------------------------------------------------------------
DISTRIBUTION OF CONTRACTS
-------------------------------------------------------------------
CALCULATION OF YIELD AND RETURN
-------------------------------------------------------------------
PERFORMANCE COMPARISONS
-------------------------------------------------------------------
FINANCIAL STATEMENTS
-------------------------------------------------------------------
</TABLE>


<PAGE>
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HARTFORD LIFE INSURANCE COMPANY
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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 $10,500 (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 2000, $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 of a
governmental employer 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. The requirement of a trust does
not apply to amounts under a Deferred Compensation Plan of a tax-exempt
(non-governmental) employer. In addition, the requirement of a trust does not
apply to amounts under a Deferred Compensation Plan of a governmental employer
if the Deferred Compensation Plan is not an eligible plan within the meaning of
section 457(b) of the Code. In the absence of such a trust,

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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.



IRAs generally may not invest in life insurance contracts. However, an annuity
that is used as an IRA may provide for a death benefit that equals the greater
of the premiums paid and the annuity's cash value. The Contract offers an
Optional Death Benefit and an Earnings Protection Benefit. The Optional Death
Benefit and the Earnings Protection Benefit may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. WE HAVE FILED
THE CONTRACT WITH THE OPTIONAL DEATH BENEFIT AND THE EARNINGS PROTECTION BENEFIT
WITH THE INTERNAL REVENUE SERVICE FOR APPROVAL FOR USE AS AN IRA. NO ASSURANCE
IS GIVEN THAT THESE BENEFITS MEET THE QUALIFICATION REQUIREMENTS FOR AN IRA.
Although we regard the Optional Death Benefit and the Earnings Protection
Benefit as investment protection features that should not have an adverse tax
effect, it is possible that the IRS could take a contrary position regarding
tax-qualification or resulting in certain deemed distributions and penalty
taxes. You should consult a qualified tax adviser if you are considering adding
the Optional Death Benefit or the Earnings Protection Benefit to your Contract
if it is an IRA.



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.

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HARTFORD LIFE INSURANCE COMPANY
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If you are a participant in a SIMPLE IRA plan, you should be aware that the 10%
penalty tax is increased to 25% with respect to non-exempt early distributions
made from your SIMPLE IRA during the first two years following the date you
first commenced participation in any SIMPLE IRA plan of your employer.



(B) MINIMUM DISTRIBUTION PENALTY TAX If the amount distributed is less than the
    minimum required distribution for the year, the Participant is subject to a
    50% penalty tax on the amount that was not properly distributed.



An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than the Required Beginning
Date. Generally, the Required Beginning Date is April 1 of the calendar year
following the later of:



- the calendar year in which the individual attains age 70 1/2; or



- the calendar year in which the individual retires from service with the
  employer sponsoring the plan.



The Required Beginning Date for an individual who is a five (5) percent owner
(as defined in the Code), or who is the owner of an IRA, is April 1 of the
calendar year following the calendar year in which the individual attains age
70 1/2.



The entire interest of the Participant must be distributed beginning no later
than the Required Beginning Date over:



- the life of the Participant or the lives of the Participant and the
  Participant's designated beneficiary, or



- over a period not extending beyond the life expectancy of the Participant or
  the joint life expectancy of the Participant and the Participant's designated
  beneficiary.



Each annual distribution must equal or exceed a "minimum distribution amount"
which is 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.

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APPENDIX II -- OPTIONAL DEATH BENEFITS -- EXAMPLES



OPTIONAL DEATH BENEFIT EXAMPLES



EXAMPLE 1



Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $108,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.



<TABLE>
<C>                      <S>
      $100,000           Premium Payment
      $  5,000           Interest of 5%
      --------
      $105,000           Interest Accumulation Value
</TABLE>



If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.



<TABLE>
<C>                      <S>
      $ 10,000           partial Surrender divided by
      $108,000           Contract Value prior to Surrender equals
        .09259           multiplied by
      $105,000           Interest Accumulation Value for a total of
      $  9,722           to be deducted from the Interest Accumulation Value equals
      $ 95,278           the new Interest Accumulation Value
</TABLE>



EXAMPLE 2



Assume that you make a Premium Payment of $100,000. On the first Contract
Anniversary assume your Contract Value is $92,000.00. The Interest Accumulation
Value is $105,000 or 5% accumulation on the $100,000 Premium Payment.



<TABLE>
<C>                      <S>
      $100,000           Premium Payment
      $  5,000           Interest of 5%
      --------
      $105,000           Interest Accumulation Value
</TABLE>



If you request a partial Surrender of $10,000 the next day, your Interest
Accumulation Value will change. The adjustment for the partial Surrender is
determined by dividing the partial Surrender amount by the Contract Value prior
to the Surrender and multiplying that amount by the Interest Accumulation Value
prior to the Surrender. To determine the new Interest Accumulation Value, that
total is then subtracted from the Interest Accumulation Value prior to the
Surrender.



<TABLE>
<C>                      <S>
      $ 10,000           partial Surrender divided by
      $ 92,000           Contract Value prior to Surrender equals
        .10870           multiplied by
      $105,000           Interest Accumulation Value for a total of
      $ 11,413           to be deducted from the Interest Accumulation Value equals
      $ 93,587           the New Interest Accumulation Value
</TABLE>


<PAGE>
                                                                              39
HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EARNINGS PROTECTION BENEFIT EXAMPLES



EXAMPLE 1



Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $40,000,



- On the day we calculate the Death Benefit, your Contract Value was $140,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($40,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000),



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $-10,000 which is less than zero, so there is no adjustment for the
partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($140,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($0).



So the Contract gain equals $40,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($0),



Which equals $100,000. The cap is 200% of $100,000 which is $200,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $40,000 or
$16,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$156,000.

<PAGE>
40
                                                 HARTFORD LIFE INSURANCE COMPANY
--------------------------------------------------------------------------------


EXAMPLE 2



Assume that:



- You elected the Earnings Protection Benefit when you purchased your Contract,



- You made a single Premium Payment of $100,000,



- On your fifth Contract anniversary, your Contract Value was $150,000,



- On the day after your fifth Contract Anniversary, you made a partial Surrender
  of $60,000,



- On the day we calculate the Death Benefit, your Contract Value was $120,000,



- The Contract Value on the date we calculate the Death Benefit plus 40% of the
  Contract gain was the greatest of the three death benefit calculations,



ADJUSTMENT FOR PARTIAL SURRENDERS



To calculate the Earnings Protection Benefit, we make an adjustment for partial
Surrenders if the amount of a Surrender is greater than the Contract gain in the
Contract immediately prior to the Surrender. To determine if the partial
Surrender is greater than the Contract gain:



- Add the amount of the partial Surrender ($60,000) to



- The Contract Value on the date the Earnings Protection Benefit is added to
  your Contract ($100,000)



- Add Premium Payments made after the Earnings Protection Benefit is added to
  your Contract before you make the partial Surrender ($0),



- Subtract the Contract Value on the Valuation Day immediately before you make
  the partial Surrender ($150,000),



- Subtract the sum of any prior adjustments for all prior partial Surrenders
  made after the Earnings Protection Benefit is added to your Contract ($0),



Which equals $+10,000 which is greater than zero, so there is a $10,000
adjustment for the partial Surrender in this case.



CALCULATION OF CONTRACT GAIN



So Hartford would calculate the Contract gain as follows:



- Contract Value on the date we receive proof of death ($120,000),



- Subtract the Contract Value on the date the Earnings Protection Benefit was
  added to your Contract ($100,000),



- Add any adjustments for partial Surrenders ($10,000),



So the Contract gain equal $30,000.



CALCULATION OF EARNINGS PROTECTION BENEFIT CAP



To determine if the cap applies:



- Hartford calculates the Contract Value on the date the Earnings Protection
  Benefit was added to your Contract ($100,000),



- plus Premium Payments made since that date ($0),



- minus Premium Payments made in the 12 months prior to death ($0),



- minus any adjustments for partial Surrenders ($10,000)



Which equals $90,000. The cap is 200% of $90,000 which is $180,000.



DEATH BENEFIT WITH EARNINGS PROTECTION BENEFIT



In this situation the cap does not apply, so Hartford takes 40% of $30,000 or
$12,000 and adds that to the Contract Value on the date we receive proof of
death and the total Death Benefit with the Earnings Protection Benefit is
$132,000.

<PAGE>

This form must be completed for all tax-sheltered annuities.



                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM



The 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 your annuity. Please refer to your Plan.



Please complete the following and return to:



      Hartford Life Insurance Company
     Investment Product Services
     P.O. Box 5085
     Hartford, Connecticut 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: Investment Product Services
      P.O. Box 5085
      Hartford, Connecticut 06102-5085



Please send a Statement of Additional Information for Old Kent Variable Annuity
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
                           OLD KENT VARIABLE ANNUITY


This Statement of Additional Information is not a prospectus. The information
contained herein should be read in conjunction with the prospectus.

To obtain a  prospectus,  send a written  request  to  Hartford  Life
Insurance Company Attn: Investment Product Services, P.O. Box 5085, Hartford,
Connecticut 06102-5085.


Date of Prospectus: January 26, 2001

Date of Statement of Additional Information: January 26, 2001






333-69485



<PAGE>


                                     -2-

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
<S>                                                                 <C>
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY .................      3

SAFEKEEPING OF ASSETS ..........................................      3

INDEPENDENT PUBLIC ACCOUNTANTS .................................      3

DISTRIBUTION OF CONTRACTS ......................................      3

CALCULATION OF YIELD AND RETURN ................................      4

PERFORMANCE COMPARISONS ........................................      8

FINANCIAL STATEMENTS ...........................................     10
</TABLE>


<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.                        4/1/00               A+        Financial performance
------------------------------------------- ---------------------- -------------- ------------------------------------
Standard & Poor's                                  8/1/00               AA        Insurer financial strength
------------------------------------------- ---------------------- -------------- ------------------------------------
Fitch                                              5/1/00               AA+       Financial Strength
------------------------------------------- ---------------------- -------------- ------------------------------------
</TABLE>




These ratings apply to Hartford's ability to meet its obligations under the
Contract. The ratings do not apply to the Separate Account or the underlying
Funds.



                              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


<PAGE>


                                     -4-

Hartford  Securities  Distribution  Company,  Inc.  ("HSD")  serves as
Principal Underwriter for the securities issued with respect to the Separate
Account.  HSD is an affiliate of Hartford.  Both HSD and Hartford are
ultimately controlled by The Hartford  Financial  Services Group, Inc. The
principal  business address of HSD is the same as that of Hartford.

The securities will be sold by salesperson of HSD who represent Hartford as
insurance and variable annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.

HSD is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc.

Commissions will be paid by Hartford and will not be more than 7% 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 the prospectus.

In addition, a broker-dealer or financial institution may also receive
additional compensation for, among other things, training, marketing or other
services provided. HSD, its affiliates or Hartford may also make compensation
arrangements with certain broker-dealers or financial institutions based on
total sales by the broker-dealer or financial institution of insurance
products. These payments, which may be different for different broker-dealers
or financial institutions, will be made by HSD, its affiliates or Hartford
out of their own assets and will not effect the amounts paid by the
policyholders or contract owners to purchase, hold or Surrender variable
insurance products.

Hartford  currently pays HSD underwriting  commissions for its role as
Principal Underwriter of all variable annuities associated with this Separate
Account. For the past three years,  the aggregate  dollar amount of
underwriting  commissions paid to HSD in its role as Principal  Underwriter
has been: 1999:  $159,553,734; 1998:  $61,629,500;  and  1997:  $64,851,026.
HSD has  retained  none of  these commissions.

                         CALCULATION OF YIELD AND RETURN

YIELD OF A MONEY MARKET SUB-ACCOUNT. As summarized in the prospectus under
the heading "Performance Related Information," the yield of a money market
Sub-Account


<PAGE>


                                     -5-

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 365/7 and subtracting 1 from
the result, according to the following formula:

                                                365/7
     Effective Yield = [(Base Period Return + 1)     ] - 1

A MONEY MARKET 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.


    YIELD AND EFFECTIVE YIELD FOR THE SEVEN-DAY PERIOD ENDING DECEMBER 31, 1999
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                            YIELD                            EFFECTIVE YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                              <C>
Hartford Money Market HLS Fund                         4.09%                                 4.18%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

YIELD OF SUB-ACCOUNTS. As summarized in the prospectus under the heading
"Performance Related Information," yields of Sub-Accounts will be computed by
annualizing a recent month's net investment income, divided by a Fund share's
net asset value on the last trading day of that month. Net changes in the
value of a hypothetical account will assume the change in the underlying
mutual fund's "net asset value per share" for the same period in addition to
the daily expense charge assessed, at the sub-account level for the
respective period. The 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 underlying Fund.

THE YIELD REFLECTS RECURRING CHARGES ON THE SEPARATE ACCOUNT LEVEL, INCLUDING
THE ANNUAL MAINTENANCE FEE.



<PAGE>


                                     -6-

Yield calculations of the Sub-Accounts used for illustration purposes reflect
the interest earned by the Sub-Accounts, less applicable asset charges
assessed against a Contract Owner's account over the base period. Yield
quotations based on a 30-day period were computed by dividing the dividends
and interest 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.

           YIELD QUOTATION BASED ON A 30-DAY PERIOD ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
SUB-ACCOUNT                                                                                  YIELD
--------------------------------------------------------------------------------------------------------------------
<S>                                                                                         <C>
Hartford Bond HLS Fund                                                                       5.69%
--------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund                                                                 8.30%
--------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities HLS Fund                                                        5.51%
--------------------------------------------------------------------------------------------------------------------
</TABLE>

At any time in the future, yields and total return may be higher or lower
than past yields and there can be no assurance that any historical results
will continue.

The method of calculating yields described above for these Sub-Accounts
differs from the method used by the Sub-Accounts prior to May 1, 1989. The
denominator of the fraction used to calculate yield was previously the
average unit value for the period calculated. That denominator will hereafter
be the unit value of the Sub-Accounts on the last trading day of the period
calculated.


CALCULATION OF TOTAL RETURN. As summarized in the prospectus under the
heading "Performance Related Information," total return is a measure of the
change in value of an investment in a Sub-Account over the period covered and
assumes that the Optional Death Benefit has not be elected. 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.




<PAGE>


                                     -7-

Standardized total return will be calculated for one year, five years and ten
years or some other relevant periods if a Sub-Account has not been in
existence for at least ten years.

The following are the standardized average annual total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund,
Hartford Global Technology HLS Fund, and Kent Aggressive Growth Fund
Sub-Accounts, because as of December 31, 1999 the Sub-Accounts had not
commenced operations.


     STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR YEAR ENDED DECEMBER 31, 1999


<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                              SINCE INCEPTION OF                                                 SINCE INCEPTION
          SUB-ACCOUNT          SEPARATE ACCOUNT   1 YEAR          5 YEAR          10 YEAR      OF SEPARATE ACCOUNT
-------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>              <C>            <C>           <C>
Hartford Advisers HLS Fund          6/2/86         -0.79%          16.68%          10.63%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              6/2/86         -13.23%         3.03%            3.73%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       6/2/86         25.75%          20.95%          16.33%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94         -5.99%          18.18%            N/A             15.15%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        38.51%           N/A              N/A             61.69%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        10.32%           N/A              N/A             17.78%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98        -6.60%           N/A              N/A             -4.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87          9.00%          23.93%          13.72%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         11.63%           N/A              N/A              9.66%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         28.12%          10.72%            N/A              6.02%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        39.92%           N/A              N/A             29.75%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/2/86         -6.41%          0.27%            1.09%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        6/2/86         -9.74%          2.89%            3.44%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         53.78%           N/A              N/A             23.06%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             6/2/86          8.30%          24.60%          14.16%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>



<PAGE>


                                     -8-

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

In addition to the standardized total return, the Sub-Account may advertise a
non-standardized total return. This figure will usually be calculated since
the inception of the underlying fund for one year, five years, and ten years
or other periods. Non-standardized total return is measured in the same
manner as the standardized total return described above, except that the
contingent deferred sales charge and the Annual Maintenance Fee are not
deducted. Therefore, non-standardized total return for a Sub-Account is
higher than standardized total return for a Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts. There is no information for Hartford Global Health HLS Fund,
Hartford Global Technology HLS Fund, and Kent Aggressive Growth Fund
Sub-Accounts, because as of December 31, 1999 the Sub-Accounts had not
commenced operations.

  NON-STANDARDIZED ANNUALIZED TOTAL RETURN THAT PRE-DATE THE INCEPTION DATE OF
            THE SEPARATE ACCOUNT FOR YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                                     FUND                                                        SINCE INCEPTION
        SUB-ACCOUNT            INCEPTION DATE     1 YEAR          5 YEAR          10 YEAR            OF FUND
-------------------------------------------------------------------------------------------------------------------
<S>                               <C>             <C>             <C>             <C>                <C>
Hartford Advisers HLS Fund          3/31/83         9.21%          19.26%          12.57%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Bond HLS Fund              8/31/77        -3.23%          6.34%            6.07%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford Capital Appreciation       4/2/84         35.75%          23.46%          18.28%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Dividend and Growth        3/8/94          4.01%          20.55%            N/A             17.61%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Global Leaders HLS Fund    10/1/98        48.51%           N/A              N/A             70.84%
-------------------------------------------------------------------------------------------------------------------
Hartford Growth and Income HLS      5/29/98        20.32%           N/A              N/A             24.75%
Fund
-------------------------------------------------------------------------------------------------------------------
Hartford High Yield HLS Fund        10/1/98         3.40%           N/A              N/A              5.57%
-------------------------------------------------------------------------------------------------------------------
Hartford Index HLS Fund             5/1/87         19.00%          26.23%          15.98%              N/A
-------------------------------------------------------------------------------------------------------------------
Hartford International Advisers     3/1/95         21.63%           N/A              N/A             12.86%
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford International              7/2/90         38.12%          13.92%            N/A              8.99%
Opportunities HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford MidCap HLS Fund            7/30/97        49.92%           N/A              N/A             34.65%
-------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund      6/30/80         3.59%          3.98%            3.80%              N/A
</TABLE>




<PAGE>


                                     -9-
<TABLE>
<S>                               <C>             <C>             <C>             <C>                <C>
-------------------------------------------------------------------------------------------------------------------
Hartford Mortgage Securities        1/1/85          0.26%          6.25%            5.77%              N/A
HLS Fund
-------------------------------------------------------------------------------------------------------------------
Hartford Small Company HLS Fund     8/9/96         63.78%           N/A              N/A             26.99%
-------------------------------------------------------------------------------------------------------------------
Hartford Stock HLS Fund             8/31/77        18.30%          26.90%          16.42%              N/A
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Performance figures above do not reflect any deductions for any optional
charges. Performance would have been lower had any optional death benefits
been available and been chosen.

                             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
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


<PAGE>


                                     -10-

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 Fund is comprised of the S&P 500
(55%), the Lehman Government/Corporate Bond Index (35%), both mentioned
above, and 90 Day U.S. Treasury Bills (10%).

<PAGE>
 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
--------------------------------------------------------------------------------
TO HARTFORD LIFE INSURANCE COMPANY
SEPARATE ACCOUNT TWO AND TO THE OWNERS OF UNITS OF INTEREST THEREIN:

We have audited the accompanying statements of assets and liabilities of
Hartford Life Insurance Company Separate Account Two (Bond Fund, Stock Fund,
Money Market Fund, Advisers Fund, Capital Appreciation Fund, Mortgage Securities
Fund, Index Fund, International Opportunities Fund, Dividend and Growth Fund,
International Advisers Fund, Small Company Fund, MidCap Fund, Growth and Income
Fund, High Yield Fund, Global Leaders Fund, Smith Barney Cash Portfolio, Smith
Barney Appreciation Fund, Smith Barney Government Portfolio, BB&T Growth &
Income Fund, AmSouth Equity Income Fund, Mentor VIP Capital Growth Fund, Mentor
VIP Perpetual International Fund, Mentor VIP Growth Fund, Mitchell Hutchins
Growth and Income Portfolio, Mitchell Hutchins Strategic Income Portfolio,
Mitchell Hutchins Tactical Allocation Portfolio, Huntington VA Income Equity
Fund and AmSouth Select Equity Fund) (collectively, the Account) as of December
31, 1999, and the related statements of operations and the statements of changes
in net assets for the periods presented. These financial statements are the
responsibility of the Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Account as of December 31,
1999, and the results of their operations and the changes in their net assets
for the periods presented in conformity with generally accepted accounting
principles.

Hartford, Connecticut
February 17, 2000                                            ARTHUR ANDERSEN LLP

_____________________________________SA-1 _____________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                                 MONEY
                                             BOND FUND        STOCK FUND      MARKET FUND
                                            SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT
                                            ------------    --------------    ------------
<S>                                         <C>             <C>               <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
     Shares 381,925,372
     Cost $398,919,676
      Market Value......................    $379,581,114          --               --
    Hartford Stock HLS Fund, Inc. -
     Class IA
     Shares 446,551,430
     Cost $1,739,620,114
      Market Value......................         --         $3,191,676,331         --
    Hartford Money Market HLS
     Fund, Inc. - Class IA
     Shares 416,009,296
     Cost $416,009,296
      Market Value......................         --               --          $416,009,296
    Hartford Advisers HLS Fund, Inc. -
     Class IA
     Shares 1,924,549,471
     Cost $3,837,456,863
      Market Value......................         --               --               --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
     Shares 437,319,084
     Cost $1,404,391,777
      Market Value......................         --               --               --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
     Shares 163,664,753
     Cost $176,379,736
      Market Value......................         --               --               --
    Hartford Index HLS Fund, Inc. -
     Class IA
     Shares 208,576,729
     Cost $500,271,928
      Market Value......................         --               --               --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
     Shares 270,848,565
     Cost $312,238,682
      Market Value......................         --               --               --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
     Shares 462,406,230
     Cost $749,888,851
      Market Value......................         --               --               --
  Due from Hartford Life Insurance
   Company..............................         --               --               --
  Receivable from fund shares sold......         160,437            77,855      38,653,596
                                            ------------    --------------    ------------
  Total Assets..........................     379,741,551     3,191,754,186     454,662,892
                                            ------------    --------------    ------------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................         160,617            79,461      38,625,437
  Payable for fund shares purchased.....         --               --               --
                                            ------------    --------------    ------------
  Total Liabilities.....................         160,617            79,461      38,625,437
                                            ------------    --------------    ------------
  Net Assets (variable annuity contract
   liabilities).........................    $379,580,934    $3,191,674,725    $416,037,455
                                            ============    ==============    ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
_____________________________________SA-2 ______________________________________
<PAGE>
<TABLE>
<CAPTION>
                                                               CAPITAL           MORTGAGE                          INTERNATIONAL
                                         ADVISERS FUND    APPRECIATION FUND   SECURITIES FUND     INDEX FUND     OPPORTUNITIES FUND
                                          SUB-ACCOUNT        SUB-ACCOUNT        SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
                                         --------------   -----------------   ---------------   --------------   ------------------
<S>                                      <C>              <C>                 <C>               <C>              <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
     Shares 381,925,372
     Cost $398,919,676
      Market Value......................      --                --                 --                --                --
    Hartford Stock HLS Fund, Inc. -
     Class IA
     Shares 446,551,430
     Cost $1,739,620,114
      Market Value......................      --                --                 --                --                --
    Hartford Money Market HLS
     Fund, Inc. - Class IA
     Shares 416,009,296
     Cost $416,009,296
      Market Value......................      --                --                 --                --                --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
     Shares 1,924,549,471
     Cost $3,837,456,863
      Market Value...................... $5,705,854,235         --                 --                --                --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
     Shares 437,319,084
     Cost $1,404,391,777
      Market Value......................      --           $2,665,629,499          --                --                --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
     Shares 163,664,753
     Cost $176,379,736
      Market Value......................      --                --             $170,128,202          --                --
    Hartford Index HLS Fund, Inc. -
     Class IA
     Shares 208,576,729
     Cost $500,271,928
      Market Value......................      --                --                 --           $ 873,682,031          --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
     Shares 270,848,565
     Cost $312,238,682
      Market Value......................      --                --                 --                --             $508,094,303
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
     Shares 462,406,230
     Cost $749,888,851
      Market Value......................      --                --                 --                --                --
  Due from Hartford Life Insurance
   Company..............................      --               14,808,231            85,563           205,321          1,011,121
  Receivable from fund shares sold......     2,195,184          --                 --                --                --
                                         --------------    --------------      ------------     -------------       ------------
  Total Assets.......................... 5,708,049,419      2,680,437,730       170,213,765       873,887,352        509,105,424
                                         --------------    --------------      ------------     -------------       ------------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................     2,196,979          --                 --                --                --
  Payable for fund shares purchased.....      --               14,808,295            81,591           206,074          1,012,471
                                         --------------    --------------      ------------     -------------       ------------
  Total Liabilities.....................     2,196,979         14,808,295            81,591           206,074          1,012,471
                                         --------------    --------------      ------------     -------------       ------------
  Net Assets (variable annuity contract
   liabilities)......................... $5,705,852,440    $2,665,629,435      $170,132,174     $ 873,681,278       $508,092,953
                                         ==============    ==============      ============     =============       ============
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                           DIVIDEND AND
                                           GROWTH FUND
                                           SUB-ACCOUNT
                                          --------------
<S>                                       <C>
ASSETS:
  Investments:
    Hartford Bond HLS Fund, Inc. -
     Class IA
     Shares 381,925,372
     Cost $398,919,676
      Market Value......................       --
    Hartford Stock HLS Fund, Inc. -
     Class IA
     Shares 446,551,430
     Cost $1,739,620,114
      Market Value......................       --
    Hartford Money Market HLS
     Fund, Inc. - Class IA
     Shares 416,009,296
     Cost $416,009,296
      Market Value......................       --
    Hartford Advisers HLS Fund, Inc. -
     Class IA
     Shares 1,924,549,471
     Cost $3,837,456,863
      Market Value......................       --
    Hartford Capital Appreciation HLS
     Fund, Inc. - Class IA
     Shares 437,319,084
     Cost $1,404,391,777
      Market Value......................       --
    Hartford Mortgage Securities HLS
     Fund, Inc. - Class IA
     Shares 163,664,753
     Cost $176,379,736
      Market Value......................       --
    Hartford Index HLS Fund, Inc. -
     Class IA
     Shares 208,576,729
     Cost $500,271,928
      Market Value......................       --
    Hartford International Opportunities
     HLS Fund, Inc. - Class IA
     Shares 270,848,565
     Cost $312,238,682
      Market Value......................       --
    Hartford Dividend and Growth HLS
     Fund, Inc. - Class IA
     Shares 462,406,230
     Cost $749,888,851
      Market Value......................  $ 993,631,453
  Due from Hartford Life Insurance
   Company..............................       --
  Receivable from fund shares sold......        398,320
                                          -------------
  Total Assets..........................    994,029,773
                                          -------------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................        397,708
  Payable for fund shares purchased.....       --
                                          -------------
  Total Liabilities.....................        397,708
                                          -------------
  Net Assets (variable annuity contract
   liabilities).........................  $ 993,632,065
                                          =============
</TABLE>

_____________________________________SA-3 ______________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                            INTERNATIONAL       SMALL
                                              ADVISERS         COMPANY          MIDCAP
                                                FUND             FUND            FUND
                                             SUB-ACCOUNT     SUB-ACCOUNT     SUB-ACCOUNT
                                            -------------    ------------    ------------
<S>                                         <C>              <C>             <C>
ASSETS:
  Investments:
    International Advisers HLS Fund, Inc.
     - Class IA
      Shares 78,142,562
      Cost $91,062,085
      Market Value......................    $109,141,013          --              --
    Small Company HLS Fund, Inc. -
     Class IA
      Shares 116,111,010
      Cost $161,087,349
      Market Value......................         --          $254,024,997         --
    MidCap HLS Fund, Inc. - Class IA
      Shares 126,461,413
      Cost $205,816,508
      Market Value......................         --               --         $259,688,385
    Hartford Growth and Income HLS Fund
     - Class IA
      Shares 44,914,208
      Cost $57,056,947
      Market Value......................         --               --              --
    Hartford High Yield HLS Fund -
     Class IA
      Shares 17,416,534
      Cost $18,153,355
      Market Value......................         --               --              --
    Hartford Global Leaders HLS Fund -
     Class IA
      Shares 27,623,494
      Cost $42,769,890
      Market Value......................         --               --              --
    Smith Barney Cash Portfolio
      Shares 471,343
      Cost $471,343
      Market Value......................         --               --              --
    Smith Barney Appreciation Fund
      Shares 14,215
      Cost $117,589
      Market Value......................         --               --              --
    Smith Barney Government Portfolio
      Shares 31,310
      Cost $31,310
      Market Value......................         --               --              --
    BB&T Growth & Income Fund
      Shares 2,248,623
      Cost $27,485,794
      Market Value......................         --               --              --
    AmSouth Equity Income Fund
      Shares 2,572,237
      Cost $28,494,557
      Market Value......................         --               --              --
  Due from Hartford Life Insurance
   Company..............................         119,851        5,463,600      16,063,484
  Receivable from fund shares sold......         --               --              --
                                            ------------     ------------    ------------
  Total Assets..........................     109,260,864      259,488,597     275,751,869
                                            ------------     ------------    ------------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................         --               --              --
  Payable for fund shares purchased.....         120,096        5,463,705      16,063,809
                                            ------------     ------------    ------------
  Total Liabilities.....................         120,096        5,463,705      16,063,809
                                            ------------     ------------    ------------
  Net Assets (variable annuity contract
   liabilities).........................    $109,140,768     $254,024,892    $259,688,060
                                            ============     ============    ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
____________________________________ SA-4 ______________________________________
<PAGE>
<TABLE>
<CAPTION>
                                         GROWTH AND                     GLOBAL      SMITH BARNEY   SMITH BARNEY   SMITH BARNEY
                                           INCOME       HIGH YIELD      LEADERS         CASH       APPRECIATION    GOVERNMENT
                                            FUND           FUND          FUND        PORTFOLIO         FUND        PORTFOLIO
                                         SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                         -----------   ------------   -----------   ------------   ------------   ------------
<S>                                      <C>           <C>            <C>           <C>            <C>            <C>
ASSETS:
  Investments:
    International Advisers HLS Fund, Inc
     - Class IA
      Shares 78,142,562
      Cost $91,062,085
      Market Value......................     --            --             --            --             --            --
    Small Company HLS Fund, Inc. -
     Class IA
      Shares 116,111,010
      Cost $161,087,349
      Market Value......................     --            --             --            --             --            --
    MidCap HLS Fund, Inc. - Class IA
      Shares 126,461,413
      Cost $205,816,508
      Market Value......................     --            --             --            --             --            --
    Hartford Growth and Income HLS Fund
     - Class IA
      Shares 44,914,208
      Cost $57,056,947
      Market Value...................... $64,301,022       --             --            --             --            --
    Hartford High Yield HLS Fund -
     Class IA
      Shares 17,416,534
      Cost $18,153,355
      Market Value......................     --        $17,501,387        --            --             --            --
    Hartford Global Leaders HLS Fund -
     Class IA
      Shares 27,623,494
      Cost $42,769,890
      Market Value......................     --            --         $52,840,981       --             --            --
    Smith Barney Cash Portfolio
      Shares 471,343
      Cost $471,343
      Market Value......................     --            --             --          $ 471,343        --            --
    Smith Barney Appreciation Fund
      Shares 14,215
      Cost $117,589
      Market Value......................     --            --             --            --           $223,601        --
    Smith Barney Government Portfolio
      Shares 31,310
      Cost $31,310
      Market Value......................     --            --             --            --             --           $31,310
    BB&T Growth & Income Fund
      Shares 2,248,623
      Cost $27,485,794
      Market Value......................     --            --             --            --             --            --
    AmSouth Equity Income Fund
      Shares 2,572,237
      Cost $28,494,557
      Market Value......................     --            --             --            --             --            --
  Due from Hartford Life Insurance
   Company..............................    119,444        --            279,383         26,631        --            --
  Receivable from fund shares sold......     --             16,018        --            --                 14            11
                                         -----------   -----------    -----------     ---------      --------       -------
  Total Assets.......................... 64,420,466     17,517,405    53,120,364        497,974       223,615        31,321
                                         -----------   -----------    -----------     ---------      --------       -------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................     --             15,974        --            --                 77            19
  Payable for fund shares purchased.....    119,350        --            279,292         27,259        --            --
                                         -----------   -----------    -----------     ---------      --------       -------
  Total Liabilities.....................    119,350         15,974       279,292         27,259            77            19
                                         -----------   -----------    -----------     ---------      --------       -------
  Net Assets (variable annuity contract
   liabilities)......................... $64,301,116   $17,501,431    $52,841,072     $ 470,715      $223,538       $31,302
                                         ===========   ===========    ===========     =========      ========       =======
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
                                             BB&T          AMSOUTH
                                           GROWTH &     EQUITY INCOME
                                          INCOME FUND       FUND
                                          SUB-ACCOUNT    SUB-ACCOUNT
                                          -----------   -------------
<S>                                       <C>           <C>
ASSETS:
  Investments:
    International Advisers HLS Fund, Inc
     - Class IA
      Shares 78,142,562
      Cost $91,062,085
      Market Value......................      --             --
    Small Company HLS Fund, Inc. -
     Class IA
      Shares 116,111,010
      Cost $161,087,349
      Market Value......................      --             --
    MidCap HLS Fund, Inc. - Class IA
      Shares 126,461,413
      Cost $205,816,508
      Market Value......................      --             --
    Hartford Growth and Income HLS Fund
     - Class IA
      Shares 44,914,208
      Cost $57,056,947
      Market Value......................      --             --
    Hartford High Yield HLS Fund -
     Class IA
      Shares 17,416,534
      Cost $18,153,355
      Market Value......................      --             --
    Hartford Global Leaders HLS Fund -
     Class IA
      Shares 27,623,494
      Cost $42,769,890
      Market Value......................      --             --
    Smith Barney Cash Portfolio
      Shares 471,343
      Cost $471,343
      Market Value......................      --             --
    Smith Barney Appreciation Fund
      Shares 14,215
      Cost $117,589
      Market Value......................      --             --
    Smith Barney Government Portfolio
      Shares 31,310
      Cost $31,310
      Market Value......................      --             --
    BB&T Growth & Income Fund
      Shares 2,248,623
      Cost $27,485,794
      Market Value......................  $28,017,845        --
    AmSouth Equity Income Fund
      Shares 2,572,237
      Cost $28,494,557
      Market Value......................      --         $35,728,377
  Due from Hartford Life Insurance
   Company..............................       2,564         170,059
  Receivable from fund shares sold......      --             --
                                          -----------    -----------
  Total Assets..........................  28,020,409      35,898,436
                                          -----------    -----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company..............................      --             --
  Payable for fund shares purchased.....       2,585         170,055
                                          -----------    -----------
  Total Liabilities.....................       2,585         170,055
                                          -----------    -----------
  Net Assets (variable annuity contract
   liabilities).........................  $28,017,824    $35,728,381
                                          ===========    ===========
</TABLE>

_____________________________________SA-5 ______________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                             MENTOR VIP            MENTOR VIP
                                                           CAPITAL GROWTH    PERPETUAL INTERNATIONAL
                                                                FUND                  FUND
                                                            SUB-ACCOUNT            SUB-ACCOUNT
                                                           --------------    -----------------------
<S>                                                        <C>               <C>
ASSETS:
  Investments:
    Mentor VIP Capital Growth Fund
      Shares 1,714,877
      Cost $21,738,831
      Market Value.....................................     $24,728,524             --
    Mentor VIP Perpetual International Fund
      Shares 1,160,994
      Cost $16,298,880
      Market Value.....................................         --                 $22,755,484
    Mentor VIP Growth Fund
      Shares 1,040,522
      Cost $11,202,467
      Market Value.....................................         --                  --
    Mitchell Hutchins Growth & Income Portfolio -
     Class I
      Shares 245,997
      Cost $3,654,815
      Market Value.....................................         --                  --
    Mitchell Hutchins Strategic Income Portfolio -
     Class I
      Shares 98,344
      Cost $1,219,298
      Market Value.....................................         --                  --
    Mitchell Hutchins Tactical Allocation Portfolio -
     Class I
      Shares 1,320,950
      Cost $21,338,736
      Market Value.....................................         --                  --
    Huntington VA Income Equity Fund
      Shares 23,178
      Cost $228,633
      Market Value.....................................         --                  --
    AmSouth Select Equity Fund
      Shares 290,955
      Cost $2,680,109
      Market Value.....................................         --                  --
  Due from Hartford Life Insurance Company.............         --                      17,786
  Receivable from fund shares sold.....................           7,221             --
                                                            -----------            -----------
  Total Assets.........................................      24,735,745             22,773,270
                                                            -----------            -----------
LIABILITIES:
  Due to Hartford Life Insurance Company...............           7,301             --
  Payable for fund shares purchased....................         --                      17,847
                                                            -----------            -----------
  Total Liabilities....................................           7,301                 17,847
                                                            -----------            -----------
  Net Assets (variable annuity contract liabilities)...     $24,728,444            $22,755,423
                                                            ===========            ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
____________________________________SA-6 ______________________________________
<PAGE>
<TABLE>
<CAPTION>
                                                        MENTOR VIP    MITCHELL HUTCHINS   MITCHELL HUTCHINS    MITCHELL HUTCHINS
                                                          GROWTH      GROWTH AND INCOME   STRATEGIC INCOME    TACTICAL ALLOCATION
                                                           FUND           PORTFOLIO           PORTFOLIO            PORTFOLIO
                                                        SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT
                                                        -----------   -----------------   -----------------   -------------------
<S>                                                     <C>           <C>                 <C>                 <C>
ASSETS:
  Investments:
    Mentor VIP Capital Growth Fund
      Shares 1,714,877
      Cost $21,738,831
      Market Value.....................................     --             --                  --                   --
    Mentor VIP Perpetual International Fund
      Shares 1,160,994
      Cost $16,298,880
      Market Value.....................................     --             --                  --                   --
    Mentor VIP Growth Fund
      Shares 1,040,522
      Cost $11,202,467
      Market Value..................................... $14,432,037        --                  --                   --
    Mitchell Hutchins Growth & Income Portfolio -
     Class I
      Shares 245,997
      Cost $3,654,815
      Market Value.....................................     --           $4,022,057            --                   --
    Mitchell Hutchins Strategic Income Portfolio -
     Class I
      Shares 98,344
      Cost $1,219,298
      Market Value.....................................     --             --                $1,153,572             --
    Mitchell Hutchins Tactical Allocation Portfolio -
     Class I
      Shares 1,320,950
      Cost $21,338,736
      Market Value.....................................     --             --                  --                 $21,769,264
    Huntington VA Income Equity Fund
      Shares 23,178
      Cost $228,633
      Market Value.....................................     --             --                  --                   --
    AmSouth Select Equity Fund
      Shares 290,955
      Cost $2,680,109
      Market Value.....................................     --             --                  --                   --
  Due from Hartford Life Insurance Company.............      9,714         --                  --                       1,537
  Receivable from fund shares sold.....................     --                  137            --                   --
                                                        -----------      ----------          ----------           -----------
  Total Assets......................................... 14,441,751        4,022,194           1,153,572            21,770,801
                                                        -----------      ----------          ----------           -----------
LIABILITIES:
  Due to Hartford Life Insurance Company...............     --                  134                  38             --
  Payable for fund shares purchased....................      9,738         --                  --                       1,531
                                                        -----------      ----------          ----------           -----------
  Total Liabilities....................................      9,738              134                  38                 1,531
                                                        -----------      ----------          ----------           -----------
  Net Assets (variable annuity contract liabilities)... $14,432,013      $4,022,060          $1,153,534           $21,769,270
                                                        ===========      ==========          ==========           ===========

<CAPTION>
                                                         HUNTINGTON VA      AMSOUTH
                                                         INCOME EQUITY   SELECT EQUITY
                                                             FUND            FUND
                                                          SUB-ACCOUNT     SUB-ACCOUNT
                                                         -------------   -------------
<S>                                                      <C>             <C>
ASSETS:
  Investments:
    Mentor VIP Capital Growth Fund
      Shares 1,714,877
      Cost $21,738,831
      Market Value.....................................      --              --
    Mentor VIP Perpetual International Fund
      Shares 1,160,994
      Cost $16,298,880
      Market Value.....................................      --              --
    Mentor VIP Growth Fund
      Shares 1,040,522
      Cost $11,202,467
      Market Value.....................................      --              --
    Mitchell Hutchins Growth & Income Portfolio -
     Class I
      Shares 245,997
      Cost $3,654,815
      Market Value.....................................      --              --
    Mitchell Hutchins Strategic Income Portfolio -
     Class I
      Shares 98,344
      Cost $1,219,298
      Market Value.....................................      --              --
    Mitchell Hutchins Tactical Allocation Portfolio -
     Class I
      Shares 1,320,950
      Cost $21,338,736
      Market Value.....................................      --              --
    Huntington VA Income Equity Fund
      Shares 23,178
      Cost $228,633
      Market Value.....................................    $228,763          --
    AmSouth Select Equity Fund
      Shares 290,955
      Cost $2,680,109
      Market Value.....................................      --           $2,476,028
  Due from Hartford Life Insurance Company.............      --               21,838
  Receivable from fund shares sold.....................      --              --
                                                           --------       ----------
  Total Assets.........................................     228,763        2,497,866
                                                           --------       ----------
LIABILITIES:
  Due to Hartford Life Insurance Company...............           8          --
  Payable for fund shares purchased....................      --               21,834
                                                           --------       ----------
  Total Liabilities....................................           8           21,834
                                                           --------       ----------
  Net Assets (variable annuity contract liabilities)...    $228,755       $2,476,032
                                                           ========       ==========
</TABLE>

____________________________________SA-7 _____________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                         UNITS
                                       OWNED BY        UNIT        CONTRACT
                                     PARTICIPANTS     PRICE        LIABILITY
                                     -------------  ----------  ---------------
<S>                                  <C>            <C>         <C>
DEFERRED ANNUITY CONTRACTS IN THE
 ACCUMULATION PERIOD:
  Bond Fund Qualified 1.00%........        213,341  $ 4.242785  $       905,161
  Bond Fund Non-Qualified 1.00%....      1,528,336    4.178271        6,385,802
  Bond Fund 1.25%..................    167,706,691    2.184598      366,371,702
  Bond Fund .25%...................         52,746    1.498860           79,060
  Bond Fund 1.4%...................        755,787    2.182434        1,649,454
  Bond Fund 1.5%...................      2,733,792    0.994947        2,719,978
  Stock Fund Qualified 1.00%.......      2,764,533   13.310539       36,797,424
  Stock Fund Qualified 1.00%.......        679,578   13.920026        9,459,745
  Stock Fund 1.25%.................    432,423,789    7.175612    3,102,905,327
  Stock Fund .25%..................      1,068,046    3.885218        4,149,591
  Stock Fund 1.4%..................      2,104,901    7.168535       15,089,057
  Stock Fund 1.5%..................     11,808,607    1.223394       14,446,580
  Stock Fund 1.65%.................         69,390    1.222948           84,860
  Money Market Fund Qualified
   1.00%...........................        459,952    2.782454        1,279,796
  Money Market Fund Non-Qualified
   1.00%...........................      6,995,552    2.783765       19,473,975
  Money Market Fund 1.25%..........    213,832,400    1.777341      380,053,091
  Money Market Fund .25%...........        423,001    1.359855          575,220
  Money Market Fund 1.65%..........         95,824    1.049997          100,615
  Money Market Fund 1.4%...........      1,061,435    1.775591        1,884,675
  Money Market Fund 1.5%...........     11,251,805    1.050377       11,818,637
  Advisers Fund Qualified 1.00%....      2,884,286    7.230781       20,855,639
  Advisers Fund Non-Qualified
   1.00%...........................      8,513,289    7.230781       61,557,730
  Advisers Fund 1.25%..............  1,156,230,489    4.803097    5,553,487,191
  Advisers Fund .25%...............      1,122,511    2.760456        3,098,643
  Advisers Fund 1.65%..............         90,120    1.127468          101,608
  Advisers Fund 1.4%...............      4,952,412    4.798347       23,763,390
  Advisers Fund 1.5%...............     24,758,627    1.127880       27,924,760
  Capital Appreciation Fund
   Qualified 1.00%.................        693,728   12.687752        8,801,850
  Capital Appreciation Fund
   Non-Qualified 1.00%.............      1,995,203   12.682513       25,304,182
  Capital Appreciation Fund
   1.25%...........................    347,433,441    7.501418    2,606,243,470
  Capital Appreciation Fund .25%...      1,770,832    3.719454        6,586,527
  Capital Appreciation Fund
   1.65%...........................         56,270    1.334003           75,064
  Capital Appreciation Fund 1.4%...      1,112,300    7.494011        8,335,584
  Capital Appreciation Fund 1.5%...      5,291,692    1.334491        7,061,715
  Mortgage Securities Fund
   Qualified 1.00%.................        455,136    2.859263        1,301,354
  Mortgage Securities Fund
   Non-Qualified 1.00%.............      4,637,303    2.859263       13,259,270
  Mortgage Securities Fund 1.25%...     69,554,953    2.216665      154,180,031
  Mortgage Securities Fund .25%....         14,431    1.476954           21,314
  Mortgage Securities Fund 1.4%....        120,468    2.214471          266,772
  Mortgage Securities Fund 1.5%....        435,786    1.022434          445,563
  Index Fund Qualified 1.00%.......        180,991    2.226696          403,011
  Index Fund Non-Qualified 1.00%...        705,606    2.226696        1,571,169
  Index Fund 1.25%.................    152,272,495    5.607574      853,879,286
  Index Fund .25%..................        225,894    3.702905          836,463
  Index Fund 1.65%.................          7,659    1.239923            9,497
  Index Fund 1.4%..................      1,106,937    5.602011        6,201,075
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
____________________________________SA-8 _____________________________________
<PAGE>

<TABLE>
<CAPTION>
                                         UNITS
                                       OWNED BY        UNIT        CONTRACT
                                     PARTICIPANTS     PRICE        LIABILITY
                                     -------------  ----------  ---------------
<S>                                  <C>            <C>         <C>
  Index Fund 1.5%..................      5,947,828  $ 1.240377  $     7,377,549
  International Opportunities Fund
   Qualified 1.00%.................        164,957    2.321965          383,024
  International Opportunities Fund
   Non-Qualified 1.00%.............      1,040,352    2.320729        2,414,376
  International Opportunities Fund
   1.25%...........................    218,271,540    2.266827      494,783,822
  International Opportunities Fund
   .25%............................        693,181    2.614527        1,812,341
  International Opportunities Fund
   1.4%............................        449,187    2.264582        1,017,221
  International Opportunities Fund
   1.5%............................      5,242,257    1.273461        6,675,810
  Dividend and Growth Fund
   Qualified 1.00%.................        302,679    2.607548          789,249
  Dividend and Growth Fund
   Non-Qualified 1.00%.............      1,206,465    2.607548        3,145,915
  Dividend and Growth Fund 1.25%...    381,269,170    2.569946      979,841,178
  Dividend and Growth Fund .25%....        208,016    2.723583          566,550
  Dividend and Growth Fund 1.65%...         17,587    1.045671           18,390
  Dividend and Growth Fund 1.4%....      1,030,411    2.567396        2,645,474
  Dividend and Growth Fund 1.5%....      4,376,833    1.046052        4,578,395
  International Advisers Fund
   Qualified 1.00%.................         12,397    1.817544           22,533
  International Advisers Fund
   Non-Qualified 1.00%.............        153,873    1.817544          279,670
  International Advisers Fund
   1.25%...........................     57,796,510    1.795704      103,785,423
  International Advisers Fund
   .25%............................         38,176    1.884645           71,947
  International Advisers Fund
   1.65%...........................          8,093    1.178048            9,534
  International Advisers Fund
   1.4%............................        390,910    1.793926          701,264
  International Advisers Fund
   1.5%............................      3,383,042    1.178481        3,986,850
  Small Company Fund Qualified
   1.00%...........................        227,604    2.269744          516,604
  Small Company Fund Non-Qualified
   1.00%...........................      2,533,564    2.269744        5,750,541
  Small Company Fund 1.25%.........    107,808,156    2.250630      242,636,270
  Small Company Fund .25%..........        237,848    2.328130          553,741
  Small Company Fund 1.65%.........         23,341    1.592576           37,173
  Small Company Fund 1.4%..........        725,945    2.248401        1,632,216
  Small Company Fund 1.5%..........      1,659,166    1.593152        2,643,303
  MidCap Fund Sub-Account 1.00%
   Qualified.......................        276,421    2.068062          571,655
  MidCap Fund Sub-Account 1.00%
   Non-Qualified...................      4,561,273    2.068062        9,432,996
  MidCap Fund Sub-Account .25%.....        100,099    2.105927          210,800
  MidCap Fund 1.65%................         12,943    1.520083           19,674
  MidCap Fund 1.4%.................      1,455,391    2.053534        2,988,695
  MidCap Fund 1.5%.................      2,064,651    1.520630        3,139,571
  MidCap Fund 1.25%................    118,305,628    2.055574      243,185,973
  Growth and Income Fund 1.65%.....         16,881    1.308008           22,081
  Growth and Income Fund 1.4%......      1,551,524    1.420460        2,203,878
  Growth and Income Fund Non-
   Qualified 1.00%.................         94,246    1.427512          134,538
  Growth and Income Fund Qualified
   1.00%...........................        297,288    1.427512          424,382
  Growth and Income Fund .25%......         18,437    1.444538           26,633
  Growth and Income Fund 1.25%.....     41,231,825    1.421882       58,626,791
  Growth and Income Fund 1.5%......      2,107,446    1.308485        2,757,561
  High Yield Fund 1.4%.............        707,437    1.069043          756,281
  High Yield Fund 1.5%.............        754,351    1.066776          804,723
  High Yield Fund .25%.............         10,000    1.083588           10,836
  High Yield Fund 1.25%............     14,681,047    1.070110       15,710,335
  High Yield Fund Qualified
   1.00%...........................          9,996    1.073454           10,730
  High Yield Fund Non-Qualified
   1.00%...........................         28,832    1.073454           30,950
</TABLE>

__________________________________ SA-9 _____________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
-------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS AND LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                         UNITS
                                       OWNED BY        UNIT        CONTRACT
                                     PARTICIPANTS     PRICE        LIABILITY
                                     -------------  ----------  ---------------
<S>                                  <C>            <C>         <C>
  Global Leaders Fund 1.4%.........        601,937  $ 1.950512  $     1,174,085
  Global Leaders Fund .25%.........         34,138    1.976824           67,485
  Global Leaders Fund 1.25%........     25,342,886    1.952453       49,480,795
  Global Leaders Fund Non-Qualified
   1.00%...........................        132,669    1.958438          259,824
  Global Leaders Fund 1.00%........         30,778    1.958438           60,278
  Global Leaders Fund 1.5%.........        912,978    1.946293        1,776,922
  Smith Barney Cash Portfolio
   Qualified 1.00%.................         40,848    2.996122          122,387
  Smith Barney Cash Portfolio
   Non-Qualified 1.00%.............        112,352    3.100326          348,328
  Smith Barney Appreciation Fund
   1.00%...........................         17,669   12.651528          223,538
  Smith Barney Government Portfolio
   1.00%...........................         11,614    2.695221           31,302
  BB&T Growth and Income Fund
   1.4%............................        164,327    1.263735          207,666
  BB&T Growth and Income Fund
   1.25%...........................     21,984,471    1.264991       27,810,158
  AmSouth Equity Income Fund
   1.4%............................        868,023    1.400354        1,215,539
  AmSouth Equity Income Fund
   1.25%...........................     24,604,396    1.401746       34,489,115
  Mentor VIP Capital Growth Fund
   1.4%............................        100,477    1.129778          113,517
  Mentor VIP Capital Growth Fund
   1.25%...........................     21,765,940    1.130892       24,614,927
  Mentor VIP Perpetual
   International Fund 1.4%.........        117,617    1.531949          180,183
  Mentor VIP Perpetual
   International Fund 1.25%........     14,721,728    1.533464       22,575,240
  Mentor VIP Growth Fund 1.4%......         39,023    1.085030           42,341
  Mentor VIP Growth Fund 1.25%.....     13,248,938    1.086100       14,389,672
  Mitchell Hutchins Growth and
   Income Portfolio 1.5%...........         28,159    1.082851           30,491
  Mitchell Hutchins Growth and
   Income Portfolio 1.4%...........         24,198    1.168150           28,267
  Mitchell Hutchins Growth and
   Income Portfolio 1.25%..........      3,389,460    1.169302        3,963,302
  Mitchell Hutchins Strategic
   Income Portfolio 1.5%...........         39,574    0.975253           38,595
  Mitchell Hutchins Strategic
   Income Portfolio 1.4%...........         48,568    1.002380           48,683
  Mitchell Hutchins Strategic
   Income Portfolio 1.25%..........      1,062,673    1.003372        1,066,256
  Mitchell Hutchins Tactical
   Allocation Portfolio 1.5%.......      1,771,459    1.065485        1,887,463
  Mitchell Hutchins Tactical
   Allocation Portfolio 1.4%.......        260,842    1.235332          322,226
  Mitchell Hutchins Tactical
   Allocation Portfolio 1.25%......     15,817,865    1.236550       19,559,581
  Huntington VA Income Equity Fund
   1.4%............................          6,274    0.992986            6,230
  Huntington VA Income Equity Fund
   1.25%...........................        224,042    0.993229          222,525
  AmSouth Select Equity Fund
   1.4%............................        213,869    0.846981          181,143
  AmSouth Select Equity Fund
   1.25%...........................      2,706,783    0.847829        2,294,889
                                                                ---------------
  SUB-TOTAL:.......................                              15,780,380,307
                                                                ---------------
ANNUITY CONTRACTS IN THE ANNUITY
 PERIOD:
  Bond Fund Non-Qualified 1.00%....         13,487    4.178271           56,352
  Bond Fund 1.25%..................        646,995    2.184598        1,413,425
  Stock Fund Non-Qualified 1.00%...         21,934   13.310539          291,952
  Stock Fund 1.25%.................      1,177,626    7.175612        8,450,189
  Money Market Fund Qualified
   1.00%...........................            317    2.782454              883
  Money Market Fund Non-Qualified
   1.00%...........................         70,673    2.783765          196,736
  Money Market Fund 1.25%..........        367,868    1.777341          653,827
  Advisers Fund Qualified 1.00%....          1,924    7.230781           13,909
  Advisers Fund Non-Qualified
   1.00%...........................        107,185    7.230781          775,030
  Advisers Fund 1.25%..............      2,971,945    4.803097       14,274,540
  Capital Appreciation Fund
   Non-Qualified 1.00%.............         15,299   12.682513          194,028
  Capital Appreciation Fund
   1.25%...........................        403,526    7.501418        3,027,015
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
___________________________________ SA-10 _____________________________________
<PAGE>

<TABLE>
<CAPTION>
                                         UNITS
                                       OWNED BY        UNIT        CONTRACT
                                     PARTICIPANTS     PRICE        LIABILITY
                                     -------------  ----------  ---------------
<S>                                  <C>            <C>         <C>
  Mortgage Securities Fund
   Non-Qualified 1.00%.............         57,599  $ 2.859263  $       164,690
  Mortgage Securities Fund 1.25%...        222,487    2.216665          493,180
  Index Fund 1.25%.................        603,079    5.607574        3,381,807
  Index Fund Non-Qualified 1.00%...          9,620    2.226696           21,421
  International Opportunities Fund
   Non-Qualified 1.00%.............          4,586    2.320729           10,643
  International Opportunities Fund
   1.25%...........................        439,255    2.266827          995,716
  Dividend and Growth Fund 1.25%...        796,481    2.569946        2,046,914
  International Advisers Fund
   1.25%...........................        157,903    1.795704          283,547
  Small Company Fund 1.25%.........        113,321    2.250630          255,044
  MidCap Fund 1.25%................         67,473    2.055574          138,696
  Growth and Income Fund 1.25%.....         74,023    1.421882          105,252
  High Yield Fund 1.25%............        165,941    1.070110          177,576
  Global Leaders Fund 1.25%........         11,105    1.952453           21,683
  AmSouth Equity Income Fund.......         16,927    1.401746           23,727
                                                                ---------------
  SUB-TOTAL........................                                  37,467,782
                                                                ---------------
GRAND TOTAL........................                             $15,817,848,089
                                                                ===============
</TABLE>

___________________________________ SA-11 _____________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                BOND           STOCK
                                                FUND            FUND
                                            SUB-ACCOUNT     SUB-ACCOUNT
                                            ------------    ------------
<S>                                         <C>             <C>
INVESTMENT INCOME:
  Dividends.............................    $ 20,856,394    $ 21,835,245
EXPENSES:
  Mortality and expense undertakings....      (4,786,965)    (35,154,364)
                                            ------------    ------------
    Net investment income (loss)........      16,069,429     (13,319,119)
                                            ------------    ------------
CAPITAL GAINS INCOME....................       2,623,245     216,819,144
                                            ------------    ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized (loss) gain on security
   transactions.........................        (203,417)        318,938
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................     (31,230,646)    275,463,487
                                            ------------    ------------
    Net (loss) gain on investments......     (31,434,063)    275,782,425
                                            ------------    ------------
    Net (decrease) increase in net
     assets resulting from operations...    $(12,741,389)   $479,282,450
                                            ============    ============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
__________________________________ SA-12  _____________________________________
<PAGE>
<TABLE>
<CAPTION>
                                                                         CAPITAL       MORTGAGE                    INTERNATIONAL
                                         MONEY MARKET     ADVISERS     APPRECIATION   SECURITIES       INDEX       OPPORTUNITIES
                                             FUND           FUND           FUND          FUND           FUND           FUND
                                         SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT     SUB-ACCOUNT
                                         ------------   ------------   ------------   -----------   ------------   -------------
<S>                                      <C>            <C>            <C>            <C>           <C>            <C>
INVESTMENT INCOME:
  Dividends............................. $19,516,607    $119,254,083   $  8,050,639   $ 9,514,435   $  8,124,740   $  4,967,210
EXPENSES:
  Mortality and expense undertakings....  (5,024,718)    (66,290,644)   (27,044,767)   (2,222,251)    (9,248,662)    (5,283,728)
                                         -----------    ------------   ------------   -----------   ------------   ------------
    Net investment income (loss)........  14,491,889      52,963,439    (18,994,128)    7,292,184     (1,123,922)      (316,518)
                                         -----------    ------------   ------------   -----------   ------------   ------------
CAPITAL GAINS INCOME....................       9,037     410,469,104    127,112,714       --          10,953,439        --
                                         -----------    ------------   ------------   -----------   ------------   ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized (loss) gain on security
   transactions.........................     --            2,721,491      8,239,831       106,051          3,676     12,898,810
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................     --            6,294,211    578,461,865    (6,915,906)   121,670,024    137,769,735
                                         -----------    ------------   ------------   -----------   ------------   ------------
    Net (loss) gain on investments......     --            9,015,702    586,701,696    (6,809,855)   121,673,700    150,668,545
                                         -----------    ------------   ------------   -----------   ------------   ------------
    Net (decrease) increase in net
     assets resulting from operations... $14,500,926    $472,448,245   $694,820,282   $   482,329   $131,503,217   $150,352,027
                                         ===========    ============   ============   ===========   ============   ============

<CAPTION>
                                            DIVIDEND
                                           AND GROWTH
                                              FUND
                                          SUB-ACCOUNT
                                          ------------
<S>                                       <C>
INVESTMENT INCOME:
  Dividends.............................  $ 16,011,869
EXPENSES:
  Mortality and expense undertakings....   (12,526,370)
                                          ------------
    Net investment income (loss)........     3,485,499
                                          ------------
CAPITAL GAINS INCOME....................    38,610,231
                                          ------------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized (loss) gain on security
   transactions.........................     2,185,191
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................    (5,417,975)
                                          ------------
    Net (loss) gain on investments......    (3,232,784)
                                          ------------
    Net (decrease) increase in net
     assets resulting from operations...  $ 38,862,946
                                          ============
</TABLE>

__________________________________ SA-13 ______________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                            INTERNATIONAL       SMALL
                                              ADVISERS         COMPANY
                                                FUND            FUND
                                             SUB-ACCOUNT     SUB-ACCOUNT
                                            -------------    -----------
<S>                                         <C>              <C>
INVESTMENT INCOME:
  Dividends.............................     $ 1,927,226     $   --
EXPENSES:
  Mortality and expense undertakings....      (1,089,997)     (1,741,126)
                                             -----------     -----------
    Net investment income (loss)........         837,229      (1,741,126)
                                             -----------     -----------
CAPITAL GAINS INCOME....................         --              315,082
                                             -----------     -----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................         295,153       4,251,712
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................      17,296,426      81,907,566
                                             -----------     -----------
    Net gain (loss) on investments......      17,591,579      86,159,278
                                             -----------     -----------
    Net increase (decrease) in net
     assets resulting from operations...     $18,428,808     $84,733,234
                                             ===========     ===========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
__________________________________ SA-14 ______________________________________
<PAGE>
<TABLE>
<CAPTION>
                                                       GROWTH AND                    GLOBAL      SMITH BARNEY   SMITH BARNEY
                                           MIDCAP        INCOME      HIGH YIELD      LEADERS         CASH       APPRECIATION
                                            FUND          FUND          FUND          FUND        PORTFOLIO         FUND
                                         SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
                                         -----------   -----------   -----------   -----------   ------------   ------------
<S>                                      <C>           <C>           <C>           <C>           <C>            <C>
INVESTMENT INCOME:
  Dividends............................. $   --        $  172,552     $ 967,224    $    67,709     $22,683        $ 1,997
EXPENSES:
  Mortality and expense undertakings....  (1,335,119)    (353,581)     (122,260)      (182,154)     (4,908)        (2,133)
                                         -----------   ----------     ---------    -----------     -------        -------
    Net investment income (loss)........  (1,335,119)    (181,029)      844,964       (114,445)     17,775           (136)
                                         -----------   ----------     ---------    -----------     -------        -------
CAPITAL GAINS INCOME....................  10,415,254      397,311         1,135        238,680      --             22,203
                                         -----------   ----------     ---------    -----------     -------        -------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................    (224,429)      46,869       (15,929)        (9,270)     --                123
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................  46,937,316    6,503,899      (642,094)    10,060,655      --              5,735
                                         -----------   ----------     ---------    -----------     -------        -------
    Net gain (loss) on investments......  46,712,887    6,550,768      (658,023)    10,051,385      --              5,858
                                         -----------   ----------     ---------    -----------     -------        -------
    Net increase (decrease) in net
     assets resulting from operations... $55,793,022   $6,767,050     $ 188,076    $10,175,620     $17,775        $27,925
                                         ===========   ==========     =========    ===========     =======        =======

<CAPTION>
                                          SMITH BARNEY   BB&T GROWTH      AMSOUTH
                                           GOVERNMENT     & INCOME     EQUITY INCOME
                                           PORTFOLIO        FUND           FUND
                                          SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                          ------------   -----------   -------------
<S>                                       <C>            <C>           <C>
INVESTMENT INCOME:
  Dividends.............................     $1,568      $  300,770     $  354,120
EXPENSES:
  Mortality and expense undertakings....       (347)       (320,977)      (336,848)
                                             ------      -----------    ----------
    Net investment income (loss)........      1,221         (20,207)        17,272
                                             ------      -----------    ----------
CAPITAL GAINS INCOME....................     --             393,152        --
                                             ------      -----------    ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain (loss) on security
   transactions.........................     --               3,527         (4,172)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     --          (1,805,236)     6,229,908
                                             ------      -----------    ----------
    Net gain (loss) on investments......     --          (1,801,709)     6,225,736
                                             ------      -----------    ----------
    Net increase (decrease) in net
     assets resulting from operations...     $1,221      $(1,428,764)   $6,243,008
                                             ======      ===========    ==========
</TABLE>

___________________________________ SA-15 _____________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                              MENTOR VIP            MENTOR VIP
                                            CAPITAL GROWTH    PERPETUAL INTERNATIONAL
                                                 FUND                  FUND
                                             SUB-ACCOUNT            SUB-ACCOUNT
                                            --------------    -----------------------
<S>                                         <C>               <C>
INVESTMENT INCOME:
  Dividends.............................      $   32,268            $    --
EXPENSES:
  Mortality and expense undertakings....        (282,453)             (195,980)
                                              ----------            ----------
    Net investment (loss) income........        (250,185)             (195,980)
                                              ----------            ----------
CAPITAL GAINS INCOME....................          37,363                10,315
                                              ----------            ----------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain on security
   transactions.........................             496                 9,042
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................       1,293,466             5,855,275
                                              ----------            ----------
    Net gain (loss) on investments......       1,293,962             5,864,317
                                              ----------            ----------
    Net increase (decrease) in net
     assets resulting from operations...      $1,081,140            $5,678,652
                                              ==========            ==========
</TABLE>

  *  From inception, November 1, 1999 to December 31, 1999
 **  From inception, May 3, 1999 to December 31, 1999

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
__________________________________ SA-16 ______________________________________
<PAGE>
<TABLE>
<CAPTION>
                                         MENTOR VIP    MITCHELL HUTCHINS   MITCHELL HUTCHINS    MITCHELL HUTCHINS    HUNTINGTON VA
                                           GROWTH      GROWTH AND INCOME   STRATEGIC INCOME    TACTICAL ALLOCATION      INCOME
                                            FUND           PORTFOLIO           PORTFOLIO            PORTFOLIO         EQUITY FUND
                                         SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT*
                                         -----------   -----------------   -----------------   -------------------   -------------
<S>                                      <C>           <C>                 <C>                 <C>                   <C>
INVESTMENT INCOME:
  Dividends............................. $   16,104        $     41            $ 63,920             $   71,190          $1,302
EXPENSES:
  Mortality and expense undertakings....   (131,586)        (27,575)             (7,295)              (111,510)           (175)
                                         ----------        --------            --------             ----------          ------
    Net investment (loss) income........   (115,482)        (27,534)             56,625                (40,320)          1,127
                                         ----------        --------            --------             ----------          ------
CAPITAL GAINS INCOME....................     --               --                  --                 1,339,390            --
                                         ----------        --------            --------             ----------          ------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain on security
   transactions.........................     21,602           3,219                 165                 31,237            --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................  2,619,527         367,262             (65,581)               430,021             131
                                         ----------        --------            --------             ----------          ------
    Net gain (loss) on investments......  2,641,129         370,481             (65,416)               461,258             131
                                         ----------        --------            --------             ----------          ------
    Net increase (decrease) in net
     assets resulting from operations... $2,525,647        $342,947            $ (8,791)            $1,760,328          $1,258
                                         ==========        ========            ========             ==========          ======

<CAPTION>
                                             AMSOUTH
                                          SELECT EQUITY
                                              FUND
                                          SUB-ACCOUNT**
                                          -------------
<S>                                       <C>
INVESTMENT INCOME:
  Dividends.............................    $   6,148
EXPENSES:
  Mortality and expense undertakings....      (11,570)
                                            ---------
    Net investment (loss) income........       (5,422)
                                            ---------
CAPITAL GAINS INCOME....................         --
                                            ---------
NET REALIZED AND UNREALIZED GAIN (LOSS)
 ON INVESTMENTS:
  Net realized gain on security
   transactions.........................           73
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     (204,081)
                                            ---------
    Net gain (loss) on investments......     (204,008)
                                            ---------
    Net increase (decrease) in net
     assets resulting from operations...    $(209,430)
                                            =========
</TABLE>

  *  From inception, November 1, 1999 to December 31, 1999
 **  From inception, May 3, 1999 to December 31, 1999

__________________________________ SA-17 ______________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                BOND            STOCK
                                                FUND             FUND
                                            SUB-ACCOUNT      SUB-ACCOUNT
                                            ------------    --------------
<S>                                         <C>             <C>
OPERATIONS:
  Net investment income (loss)..........    $ 16,069,429    $  (13,319,119)
  Capital gains income..................       2,623,245       216,819,144
  Net realized (loss) gain on security
   transactions.........................        (203,417)          318,938
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................     (31,230,646)      275,463,487
                                            ------------    --------------
  Net (decrease) increase in net assets
   resulting from operations............     (12,741,389)      479,282,450
                                            ------------    --------------
UNIT TRANSACTIONS:
  Purchases.............................      27,921,938       243,534,289
  Net transfers.........................      28,910,921       204,580,762
  Surrenders for benefit payments and
   fees.................................     (42,745,328)     (238,079,087)
  Net annuity transactions..............         414,745         4,064,471
                                            ------------    --------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....      14,502,276       214,100,435
                                            ------------    --------------
  Net increase (decrease) in net
   assets...............................       1,760,887       693,382,885
NET ASSETS:
  Beginning of period...................     377,820,047     2,498,291,840
                                            ------------    --------------
  End of period.........................    $379,580,934    $3,191,674,725
                                            ============    ==============
</TABLE>

HARTFORD LIFE INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                                BOND            STOCK
                                                FUND             FUND
                                            SUB-ACCOUNT      SUB-ACCOUNT
                                            ------------    --------------
<S>                                         <C>             <C>
OPERATIONS:
  Net investment income (loss)..........    $ 14,116,691    $   (7,282,872)
  Capital gains income..................         --             63,980,079
  Net realized (loss) gain on security
   transactions.........................         (17,730)       (1,720,391)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................       5,723,478       522,612,064
                                            ------------    --------------
  Net increase in net assets resulting
   from operations......................      19,822,439       577,588,880
                                            ------------    --------------
UNIT TRANSACTIONS:
  Purchases.............................      41,906,997       201,628,213
  Net transfers.........................      95,280,889       107,789,657
  Surrenders for benefit payments and
   fees.................................     (24,892,187)     (143,970,482)
  Net annuity transactions..............         321,142           560,255
                                            ------------    --------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....     112,616,841       166,007,643
                                            ------------    --------------
  Net increase (decrease) in net
   assets...............................     132,439,280       743,596,523
NET ASSETS:
  Beginning of period...................     245,380,767     1,754,695,317
                                            ------------    --------------
  End of period.........................    $377,820,047    $2,498,291,840
                                            ============    ==============
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
____________________________________ SA-18 ____________________________________
<PAGE>
<TABLE>
<CAPTION>
                                                                             CAPITAL         MORTGAGE
                                         MONEY MARKET       ADVISERS       APPRECIATION     SECURITIES       INDEX
                                             FUND             FUND             FUND            FUND           FUND
                                          SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
                                         -------------   --------------   --------------   ------------   ------------
<S>                                      <C>             <C>              <C>              <C>            <C>
OPERATIONS:
  Net investment income (loss).......... $  14,491,889   $   52,963,439   $  (18,994,128)  $  7,292,184   $ (1,123,922)
  Capital gains income..................         9,037      410,469,104      127,112,714        --          10,953,439
  Net realized (loss) gain on security
   transactions.........................      --              2,721,491        8,239,831        106,051          3,676
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................      --              6,294,211      578,461,865     (6,915,906)   121,670,024
                                         -------------   --------------   --------------   ------------   ------------
  Net (decrease) increase in net assets
   resulting from operations............    14,500,926      472,448,245      694,820,282        482,329    131,503,217
                                         -------------   --------------   --------------   ------------   ------------
UNIT TRANSACTIONS:
  Purchases.............................    52,032,809      400,762,799      114,346,316      5,634,859     86,228,724
  Net transfers.........................   179,073,766      425,533,878       47,043,624      2,063,743     94,024,710
  Surrenders for benefit payments and
   fees.................................  (172,457,509)    (514,511,813)    (177,116,018)   (28,509,889)   (63,335,518)
  Net annuity transactions..............        66,069        4,945,760          853,857        213,909      2,159,559
                                         -------------   --------------   --------------   ------------   ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....    58,715,135      316,730,624      (14,872,221)   (20,597,378)   119,077,475
                                         -------------   --------------   --------------   ------------   ------------
  Net increase (decrease) in net
   assets...............................    73,216,061      789,178,869      679,948,061    (20,115,049)   250,580,692
NET ASSETS:
  Beginning of period...................   342,821,394    4,916,673,571    1,985,681,374    190,247,223    623,100,586
                                         -------------   --------------   --------------   ------------   ------------
  End of period......................... $ 416,037,455   $5,705,852,440   $2,665,629,435   $170,132,174   $873,681,278
                                         =============   ==============   ==============   ============   ============

<CAPTION>
                                          INTERNATIONAL     DIVIDEND
                                          OPPORTUNITIES    AND GROWTH
                                              FUND            FUND
                                           SUB-ACCOUNT    SUB-ACCOUNT
                                          -------------   ------------
<S>                                       <C>             <C>
OPERATIONS:
  Net investment income (loss)..........  $   (316,518)   $  3,485,499
  Capital gains income..................       --           38,610,231
  Net realized (loss) gain on security
   transactions.........................    12,898,810       2,185,191
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................   137,769,735      (5,417,975)
                                          ------------    ------------
  Net (decrease) increase in net assets
   resulting from operations............   150,352,027      38,862,946
                                          ------------    ------------
UNIT TRANSACTIONS:
  Purchases.............................    13,080,473      65,414,965
  Net transfers.........................   (10,281,590)    (15,678,141)
  Surrenders for benefit payments and
   fees.................................   (43,785,344)    (69,729,336)
  Net annuity transactions..............       123,273         320,965
                                          ------------    ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....   (40,863,188)    (19,671,547)
                                          ------------    ------------
  Net increase (decrease) in net
   assets...............................   109,488,839      19,191,399
NET ASSETS:
  Beginning of period...................   398,604,114     974,440,666
                                          ------------    ------------
  End of period.........................  $508,092,953    $993,632,065
                                          ============    ============
</TABLE>
<TABLE>
<CAPTION>
                                                                            CAPITAL         MORTGAGE
                                         MONEY MARKET      ADVISERS       APPRECIATION     SECURITIES       INDEX
                                             FUND            FUND             FUND            FUND           FUND
                                         SUB-ACCOUNT     SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT    SUB-ACCOUNT
                                         ------------   --------------   --------------   ------------   ------------
<S>                                      <C>            <C>              <C>              <C>            <C>
OPERATIONS:
  Net investment income (loss).......... $11,836,148    $   44,020,326   $  (12,238,662)  $  9,644,833   $ (1,323,774)
  Capital gains income..................     --            130,914,844      114,733,928        --          10,662,058
  Net realized (loss) gain on security
   transactions.........................     --              1,826,471       (4,786,085)       473,273       (704,518)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     --            709,363,622      140,386,292       (228,914)   110,953,813
                                         ------------   --------------   --------------   ------------   ------------
  Net increase in net assets resulting
   from operations......................  11,836,148       886,125,263      238,095,473      9,889,192    119,587,579
                                         ------------   --------------   --------------   ------------   ------------
UNIT TRANSACTIONS:
  Purchases.............................  34,983,693       374,759,005      143,597,572      9,146,977     67,409,255
  Net transfers......................... 123,126,442       280,406,929      (12,597,119)     8,722,639     58,996,655
  Surrenders for benefit payments and
   fees................................. (94,130,526)     (329,416,389)    (117,626,736)   (28,665,195)   (34,320,175)
  Net annuity transactions..............     (32,392)        3,527,169          304,016         39,959        271,456
                                         ------------   --------------   --------------   ------------   ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....  63,947,217       329,276,714       13,677,733    (10,755,620)    92,357,191
                                         ------------   --------------   --------------   ------------   ------------
  Net increase (decrease) in net
   assets...............................  75,783,365     1,215,401,977      251,773,206       (866,428)   211,944,770
NET ASSETS:
  Beginning of period................... 267,038,029     3,701,271,594    1,733,908,168    191,113,651    411,155,816
                                         ------------   --------------   --------------   ------------   ------------
  End of period......................... $342,821,394   $4,916,673,571   $1,985,681,374   $190,247,223   $623,100,586
                                         ============   ==============   ==============   ============   ============

<CAPTION>
                                          INTERNATIONAL     DIVIDEND
                                          OPPORTUNITIES    AND GROWTH
                                              FUND            FUND
                                           SUB-ACCOUNT    SUB-ACCOUNT
                                          -------------   ------------
<S>                                       <C>             <C>
OPERATIONS:
  Net investment income (loss)..........  $    189,021    $  4,915,811
  Capital gains income..................    25,347,181      25,624,259
  Net realized (loss) gain on security
   transactions.........................     1,455,876        (465,941)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................    17,463,831      82,775,505
                                          ------------    ------------
  Net increase in net assets resulting
   from operations......................    44,455,909     112,849,634
                                          ------------    ------------
UNIT TRANSACTIONS:
  Purchases.............................    16,804,591     141,279,121
  Net transfers.........................   (27,399,853)     99,305,048
  Surrenders for benefit payments and
   fees.................................   (28,546,428)    (49,052,200)
  Net annuity transactions..............       244,437         835,197
                                          ------------    ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....   (38,897,253)    192,367,166
                                          ------------    ------------
  Net increase (decrease) in net
   assets...............................     5,558,656     305,216,800
NET ASSETS:
  Beginning of period...................   393,045,458     669,223,866
                                          ------------    ------------
  End of period.........................  $398,604,114    $974,440,666
                                          ============    ============
</TABLE>

__________________________________ SA-19 ______________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                            INTERNATIONAL       SMALL
                                              ADVISERS         COMPANY
                                                FUND             FUND
                                             SUB-ACCOUNT     SUB-ACCOUNT
                                            -------------    ------------
<S>                                         <C>              <C>
OPERATIONS:
  Net investment income (loss)..........    $    837,229     $ (1,741,126)
  Capital gains income..................         --               315,082
  Net realized gain (loss) on security
   transactions.........................         295,153        4,251,712
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................      17,296,426       81,907,566
                                            ------------     ------------
  Net increase (decrease) in net assets
   resulting from operations............      18,428,808       84,733,234
                                            ------------     ------------
UNIT TRANSACTIONS:
  Purchases.............................      10,659,922       13,837,871
  Net transfers.........................      10,728,100       42,134,966
  Surrenders for benefit payments and
   fees.................................      (6,643,729)      (9,812,254)
  Net annuity transactions..............         129,729           (1,998)
                                            ------------     ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....      14,874,022       46,158,585
                                            ------------     ------------
  Net increase (decrease) in net
   assets...............................      33,302,830      130,891,819
NET ASSETS:
  Beginning of period...................      75,837,938      123,133,073
                                            ------------     ------------
  End of period.........................    $109,140,768     $254,024,892
                                            ============     ============
</TABLE>

HARTFORD LIFE INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                            INTERNATIONAL       SMALL
                                              ADVISERS         COMPANY
                                                FUND             FUND
                                             SUB-ACCOUNT     SUB-ACCOUNT
                                            -------------    ------------
<S>                                         <C>              <C>
OPERATIONS:
  Net investment income (loss)..........     $ 5,711,299     $ (1,090,110)
  Capital gains income..................       1,559,601        1,255,431
  Net realized (loss) gain on security
   transactions.........................         (62,176)       1,445,433
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................        (222,372)       9,623,019
                                             -----------     ------------
  Net increase in net assets resulting
   from operations......................       6,986,352       11,233,773
                                             -----------     ------------
UNIT TRANSACTIONS:
  Purchases.............................       9,244,144       17,606,410
  Net transfers.........................       5,996,311       27,369,558
  Surrenders for benefit payments and
   fees.................................      (3,894,672)      (4,568,343)
  Net annuity transactions..............          83,430           98,040
                                             -----------     ------------
  Net increase (decrease) in net assets
   resulting from unit transactions.....      11,429,213       40,505,665
                                             -----------     ------------
  Net increase (decrease) in net
   assets...............................      18,415,565       51,739,438
NET ASSETS:
  Beginning of period...................      57,422,373       71,393,635
                                             -----------     ------------
  End of period.........................     $75,837,938     $123,133,073
                                             ===========     ============
</TABLE>

 **  From inception, June 1, 1998 to December 31, 1998
***  From inception, September 30, 1998 to December 31, 1998

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
__________________________________ SA-20 ______________________________________
<PAGE>
<TABLE>
<CAPTION>
                                                        GROWTH AND                    GLOBAL      SMITH BARNEY   SMITH BARNEY
                                            MIDCAP        INCOME      HIGH YIELD      LEADERS         CASH       APPRECIATION
                                             FUND          FUND          FUND          FUND        PORTFOLIO         FUND
                                         SUB-ACCOUNT    SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT
                                         ------------   -----------   -----------   -----------   ------------   ------------
<S>                                      <C>            <C>           <C>           <C>           <C>            <C>
OPERATIONS:
  Net investment income (loss).......... $ (1,335,119)  $  (181,029)  $   844,964   $  (114,445)    $ 17,775       $   (136)
  Capital gains income..................   10,415,254       397,311         1,135       238,680       --             22,203
  Net realized gain (loss) on security
   transactions.........................     (224,429)       46,869       (15,929)       (9,270)      --                123
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................   46,937,316     6,503,899      (642,094)   10,060,655       --              5,735
                                         ------------   -----------   -----------   -----------     --------       --------
  Net increase (decrease) in net assets
   resulting from operations............   55,793,022     6,767,050       188,076    10,175,620       17,775         27,925
                                         ------------   -----------   -----------   -----------     --------       --------
UNIT TRANSACTIONS:
  Purchases.............................   28,146,551    15,704,459     4,494,431     8,251,247       --             --
  Net transfers.........................  131,121,514    36,678,430    11,579,453    34,966,058       --             --
  Surrenders for benefit payments and
   fees.................................   (1,798,300)   (1,186,192)     (881,151)   (1,167,939)     (33,763)        (4,174)
  Net annuity transactions..............      122,890        88,032       177,075        16,976       --             --
                                         ------------   -----------   -----------   -----------     --------       --------
  Net increase (decrease) in net assets
   resulting from unit transactions.....  157,592,655    51,284,729    15,369,808    42,066,342      (33,763)        (4,174)
                                         ------------   -----------   -----------   -----------     --------       --------
  Net increase (decrease) in net
   assets...............................  213,385,677    58,051,779    15,557,884    52,241,962      (15,988)        23,751
NET ASSETS:
  Beginning of period...................   46,302,383     6,249,337     1,943,547       599,110      486,703        199,787
                                         ------------   -----------   -----------   -----------     --------       --------
  End of period......................... $259,688,060   $64,301,116   $17,501,431   $52,841,072     $470,715       $223,538
                                         ============   ===========   ===========   ===========     ========       ========

<CAPTION>
                                          SMITH BARNEY   BB&T GROWTH      AMSOUTH
                                           GOVERNMENT     & INCOME     EQUITY INCOME
                                           PORTFOLIO        FUND           FUND
                                          SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                          ------------   -----------   -------------
<S>                                       <C>            <C>           <C>
OPERATIONS:
  Net investment income (loss)..........    $ 1,221      $  (20,207)    $    17,272
  Capital gains income..................     --             393,152         --
  Net realized gain (loss) on security
   transactions.........................     --               3,527          (4,172)
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     --          (1,805,236)      6,229,908
                                            -------      -----------    -----------
  Net increase (decrease) in net assets
   resulting from operations............      1,221      (1,428,764)      6,243,008
                                            -------      -----------    -----------
UNIT TRANSACTIONS:
  Purchases.............................     --           2,806,902       8,947,643
  Net transfers.........................     --           4,398,250          60,144
  Surrenders for benefit payments and
   fees.................................     (4,276)     (1,469,630)     (2,025,318)
  Net annuity transactions..............     --              --              (8,117)
                                            -------      -----------    -----------
  Net increase (decrease) in net assets
   resulting from unit transactions.....     (4,276)      5,735,522       6,974,352
                                            -------      -----------    -----------
  Net increase (decrease) in net
   assets...............................     (3,055)      4,306,758      13,217,360
NET ASSETS:
  Beginning of period...................     34,357      23,711,066      22,511,021
                                            -------      -----------    -----------
  End of period.........................    $31,302      $28,017,824    $35,728,381
                                            =======      ===========    ===========
</TABLE>
<TABLE>
<CAPTION>
                                                        GROWTH AND                          GLOBAL       SMITH BARNEY
                                           MIDCAP         INCOME         HIGH YIELD        LEADERS           CASH
                                            FUND           FUND             FUND             FUND         PORTFOLIO
                                         SUB-ACCOUNT   SUB-ACCOUNT**   SUB-ACCOUNT***   SUB-ACCOUNT***   SUB-ACCOUNT
                                         -----------   -------------   --------------   --------------   ------------
<S>                                      <C>           <C>             <C>              <C>              <C>
OPERATIONS:
  Net investment income (loss).......... $  (320,020)   $    5,967       $   32,022        $    472        $ 19,946
  Capital gains income..................     --            --               --               16,340          --
  Net realized (loss) gain on security
   transactions.........................      (3,698)       (2,267)            (287)          1,084          --
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................   6,597,665       740,175           (9,874)         10,436          --
                                         -----------    ----------       ----------        --------        --------
  Net increase in net assets resulting
   from operations......................   6,273,947       743,875           21,861          28,332          19,946
                                         -----------    ----------       ----------        --------        --------
UNIT TRANSACTIONS:
  Purchases.............................  13,468,482     1,325,581          226,463         114,768          --
  Net transfers.........................  18,368,378     4,236,085        1,697,571         456,296          --
  Surrenders for benefit payments and
   fees.................................    (982,314)      (56,204)          (2,348)           (286)        (42,255)
  Net annuity transactions..............     --            --               --              --               --
                                         -----------    ----------       ----------        --------        --------
  Net increase (decrease) in net assets
   resulting from unit transactions.....  30,854,546     5,505,462        1,921,686         570,778         (42,255)
                                         -----------    ----------       ----------        --------        --------
  Net increase (decrease) in net
   assets...............................  37,128,493     6,249,337        1,943,547         599,110         (22,309)
NET ASSETS:
  Beginning of period...................   9,173,890       --               --              --              509,012
                                         -----------    ----------       ----------        --------        --------
  End of period......................... $46,302,383    $6,249,337       $1,943,547        $599,110        $486,703
                                         ===========    ==========       ==========        ========        ========

<CAPTION>
                                          SMITH BARNEY   SMITH BARNEY   BB&T GROWTH      AMSOUTH
                                          APPRECIATION    GOVERNMENT     & INCOME     EQUITY INCOME
                                              FUND        PORTFOLIO        FUND           FUND
                                          SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                          ------------   ------------   -----------   -------------
<S>                                       <C>            <C>            <C>           <C>
OPERATIONS:
  Net investment income (loss)..........    $    526       $ 1,465      $   28,796     $   134,592
  Capital gains income..................      15,116        --              --             --
  Net realized (loss) gain on security
   transactions.........................          51        --               1,013           4,124
  Net unrealized (depreciation)
   appreciation of investments during
   the period...........................      17,076        --           1,927,801         971,715
                                            --------       -------      -----------    -----------
  Net increase in net assets resulting
   from operations......................      32,769         1,465       1,957,610       1,110,431
                                            --------       -------      -----------    -----------
UNIT TRANSACTIONS:
  Purchases.............................      --            --           9,760,778      14,622,450
  Net transfers.........................      --            --           6,090,057       5,094,816
  Surrenders for benefit payments and
   fees.................................      (3,555)       (4,272)       (574,799)       (733,985)
  Net annuity transactions..............      --            --              --              25,393
                                            --------       -------      -----------    -----------
  Net increase (decrease) in net assets
   resulting from unit transactions.....      (3,555)       (4,272)     15,276,036      19,008,674
                                            --------       -------      -----------    -----------
  Net increase (decrease) in net
   assets...............................      29,214        (2,807)     17,233,646      20,119,105
NET ASSETS:
  Beginning of period...................     170,573        37,164       6,477,420       2,391,916
                                            --------       -------      -----------    -----------
  End of period.........................    $199,787       $34,357      $23,711,066    $22,511,021
                                            ========       =======      ===========    ===========
</TABLE>

 **  From inception, June 1, 1998 to December 31, 1998
***  From inception, September 30, 1998 to December 31, 1998

__________________________________ SA-21 ______________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE YEAR ENDED DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                              MENTOR VIP            MENTOR VIP
                                            CAPITAL GROWTH    PERPETUAL INTERNATIONAL
                                                 FUND                  FUND
                                             SUB-ACCOUNT            SUB-ACCOUNT
                                            --------------    -----------------------
<S>                                         <C>               <C>
OPERATIONS:
  Net investment (loss) income..........     $  (250,185)           $  (195,980)
  Capital gains income..................          37,363                 10,315
  Net realized gain on security
   transactions.........................             496                  9,042
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................       1,293,466              5,855,275
                                             -----------            -----------
  Net increase (decrease) in net assets
   resulting from operations............       1,081,140              5,678,652
                                             -----------            -----------
UNIT TRANSACTIONS:
  Purchases.............................       2,920,379              1,966,282
  Net transfers.........................       2,776,202              4,932,157
  Surrenders for benefit payments and
   fees.................................        (727,009)              (634,023)
  Net annuity transactions..............         --                  --
                                             -----------            -----------
  Net increase in net assets resulting
   from unit transactions...............       4,969,572              6,264,416
                                             -----------            -----------
  Net increase in net assets............       6,050,712             11,943,068
NET ASSETS:
  Beginning of period...................      18,677,732             10,812,355
                                             -----------            -----------
  End of period.........................     $24,728,444            $22,755,423
                                             ===========            ===========
</TABLE>

  *  From inception, November 1, 1999 to December 31, 1999
 **  From inception, May 3, 1999 to December 31, 1999

HARTFORD LIFE INSURANCE COMPANY
 STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
 FOR THE YEAR ENDED DECEMBER 31, 1998

<TABLE>
<CAPTION>
                                              MENTOR VIP            MENTOR VIP
                                            CAPITAL GROWTH    PERPETUAL INTERNATIONAL
                                                 FUND                  FUND
                                             SUB-ACCOUNT*          SUB-ACCOUNT*
                                            --------------    -----------------------
<S>                                         <C>               <C>
OPERATIONS:
  Net investment (loss) income..........     $   (85,499)           $   (51,799)
  Capital gains income..................         --                       --
  Net realized (loss) gain on security
   transactions.........................          (4,500)                 1,684
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................       1,696,228                601,328
                                             -----------            -----------
  Net increase (decrease) in net assets
   resulting from operations............       1,606,229                551,213
                                             -----------            -----------
UNIT TRANSACTIONS:
  Purchases.............................      11,672,774              6,236,230
  Net transfers.........................       5,647,677              4,185,922
  Surrenders for benefit payments and
   fees.................................        (248,948)              (161,010)
  Net annuity transactions..............         --                       --
                                             -----------            -----------
  Net increase in net assets resulting
   from unit transactions...............      17,071,503             10,261,142
                                             -----------            -----------
  Total increase in net assets..........      18,677,732             10,812,355
NET ASSETS:
  Beginning of period...................         --                      --
                                             -----------            -----------
  End of period.........................     $18,677,732            $10,812,355
                                             ===========            ===========
</TABLE>

  *  From inception, March 2, 1998 to December 31, 1998
**** From inception, December 16, 1998 to December 31, 1998

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.
__________________________________ SA-22 ______________________________________
<PAGE>
<TABLE>
<CAPTION>
                                         MENTOR VIP    MITCHELL HUTCHINS   MITCHELL HUTCHINS    MITCHELL HUTCHINS    HUNTINGTON VA
                                           GROWTH         GROWTH AND       STRATEGIC INCOME    TACTICAL ALLOCATION      INCOME
                                            FUND       INCOME PORTFOLIO        PORTFOLIO            PORTFOLIO         EQUITY FUND
                                         SUB-ACCOUNT      SUB-ACCOUNT         SUB-ACCOUNT          SUB-ACCOUNT       SUB-ACCOUNT*
                                         -----------   -----------------   -----------------   -------------------   -------------
<S>                                      <C>           <C>                 <C>                 <C>                   <C>
OPERATIONS:
  Net investment (loss) income.......... $  (115,482)     $  (27,534)         $   56,625           $   (40,320)        $  1,127
  Capital gains income..................     --             --                  --                   1,339,390           --
  Net realized gain on security
   transactions.........................      21,602           3,219                 165                31,237           --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................   2,619,527         367,262             (65,581)              430,021              131
                                         -----------      ----------          ----------           -----------         --------
  Net increase (decrease) in net assets
   resulting from operations............   2,525,647         342,947              (8,791)            1,760,328            1,258
                                         -----------      ----------          ----------           -----------         --------
UNIT TRANSACTIONS:
  Purchases.............................   1,591,255       3,251,474             741,317            12,031,575          171,554
  Net transfers.........................     186,787         512,571             475,556             8,174,292           55,943
  Surrenders for benefit payments and
   fees.................................    (341,906)        (95,651)            (64,519)             (207,496)          --
  Net annuity transactions..............     --             --                  --                   --                  --
                                         -----------      ----------          ----------           -----------         --------
  Net increase in net assets resulting
   from unit transactions...............   1,436,136       3,668,394           1,152,354            19,998,371          227,497
                                         -----------      ----------          ----------           -----------         --------
  Net increase in net assets............   3,961,783       4,011,341           1,143,563            21,758,699          228,755
NET ASSETS:
  Beginning of period...................  10,470,230          10,719               9,971                10,571           --
                                         -----------      ----------          ----------           -----------         --------
  End of period......................... $14,432,013      $4,022,060          $1,153,534           $21,769,270         $228,755
                                         ===========      ==========          ==========           ===========         ========

<CAPTION>
                                             AMSOUTH
                                          SELECT EQUITY
                                              FUND
                                          SUB-ACCOUNT**
                                          -------------
<S>                                       <C>
OPERATIONS:
  Net investment (loss) income..........   $   (5,422)
  Capital gains income..................      --
  Net realized gain on security
   transactions.........................           73
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     (204,081)
                                           ----------
  Net increase (decrease) in net assets
   resulting from operations............     (209,430)
                                           ----------
UNIT TRANSACTIONS:
  Purchases.............................    1,791,654
  Net transfers.........................      958,043
  Surrenders for benefit payments and
   fees.................................      (64,235)
  Net annuity transactions..............      --
                                           ----------
  Net increase in net assets resulting
   from unit transactions...............    2,685,462
                                           ----------
  Net increase in net assets............    2,476,032
NET ASSETS:
  Beginning of period...................      --
                                           ----------
  End of period.........................   $2,476,032
                                           ==========
</TABLE>

<TABLE>
<CAPTION>
                                          MENTOR VIP    MITCHELL HUTCHINS   MITCHELL HUTCHINS    MITCHELL HUTCHINS
                                            GROWTH      GROWTH AND INCOME   STRATEGIC INCOME    TACTICAL ALLOCATION
                                             FUND           PORTFOLIO           PORTFOLIO            PORTFOLIO
                                         SUB-ACCOUNT*    SUB-ACCOUNT****     SUB-ACCOUNT****      SUB-ACCOUNT****
                                         ------------   -----------------   -----------------   -------------------
<S>                                      <C>            <C>                 <C>                 <C>
OPERATIONS:
  Net investment (loss) income.......... $   (44,785)        $    38             $  111               $     7
  Capital gains income..................     --                  702                  6                    56
  Net realized (loss) gain on security
   transactions.........................      (1,365)        --                 --                   --
  Net unrealized appreciation
   (depreciation) of investments during
   the period...........................     610,042             (20)              (145)                  507
                                         -----------         -------             ------               -------
  Net increase (decrease) in net assets
   resulting from operations............     563,892             720                (28)                  570
                                         -----------         -------             ------               -------
UNIT TRANSACTIONS:
  Purchases.............................   6,771,031          10,000             10,000                10,000
  Net transfers.........................   3,215,967         --                 --                   --
  Surrenders for benefit payments and
   fees.................................     (80,660)             (1)                (1)                    1
  Net annuity transactions..............     --              --                 --                   --
                                         -----------         -------             ------               -------
  Net increase in net assets resulting
   from unit transactions...............   9,906,338           9,999              9,999                10,001
                                         -----------         -------             ------               -------
  Total increase in net assets..........  10,470,230          10,719              9,971                10,571
NET ASSETS:
  Beginning of period...................     --              --                 --                   --
                                         -----------         -------             ------               -------
  End of period......................... $10,470,230         $10,719             $9,971               $10,571
                                         ===========         =======             ======               =======
</TABLE>

__________________________________ SA-23 ______________________________________
<PAGE>
 SEPARATE ACCOUNT TWO
--------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999

 1.  ORGANIZATION:

    Separate Account Two (the Account) is a separate investment account within
    Hartford Life Insurance Company (the Company) and is registered with the
    Securities and Exchange Commission (SEC) as a unit investment trust under
    the Investment Company Act of 1940, as amended. Both the Company and the
    Account are subject to supervision and regulation by the Department of
    Insurance of the State of Connecticut and the SEC. The Account invests
    deposits by variable annuity contractholders of the Company in various
    mutual funds (the Funds) as directed by the contractholders.

 2.  SIGNIFICANT ACCOUNTING POLICIES:

    The following is a summary of significant accounting policies of the
    Account, which are in accordance with generally accepted accounting
    principles in the investment company industry:

   a)  SECURITY TRANSACTIONS--Security transactions are recorded on the trade
       date (date the order to buy or sell is executed). Realized gains and
       losses on the sales of securities are computed on the basis of identified
       cost of the fund shares sold. Dividend and capital gains income is
       accrued as of the ex-dividend date. Capital gains income represents those
       dividends from the Funds which are characterized as capital gains under
       tax regulations.

   b)  SECURITY VALUATION--The investments in shares of the Funds are valued at
       the closing net asset value per share as determined by the appropriate
       Fund as of December 31, 1999.

   c)  UNIT TRANSACTIONS--Unit transactions are executed based on the unit
       values calculated at the close of the business day.

   d)  FEDERAL INCOME TAXES--The operations of the Account form a part of, and
       are taxed with, the total operations of the Company, which is taxed as an
       insurance company under the Internal Revenue Code. Under current law, no
       federal income taxes are payable with respect to the operations of the
       Account.

   e)  USE OF ESTIMATES--The preparation of financial statements in conformity
       with generally accepted accounting principles requires management to make
       estimates and assumptions that affect the reported amounts of assets and
       liabilities as of the date of the financial statements and the reported
       amounts of income and expense during the period. Operating results in the
       future could vary from the amounts derived from management's estimates.

 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

    Certain amounts are deducted from the contracts, as described below:

   a)  MORTALITY AND EXPENSE RISK CHARGE--The Company, will make deductions at a
       maximum annual rate of 1.50% of the contract's value for the mortality
       and expense risks which the Company undertakes.

   b)  TAX EXPENSE CHARGE--If applicable, the Company will make deductions at a
       maximum rate of 4.0% of the contract's value to meet premium tax
       requirements. An additional tax charge based on a percentage of the
       contract's value may be assessed to partial withrawals or surrenders.
       These expenses are included in surrenders for benefit payments and fees
       in the accompanying statements of changes in net assets.

   c)  ANNUAL MAINTENANCE FEE--An annual maintenance fee in the amount of $30
       may be deducted from the contract's value each contract year. However,
       this fee is not applicable to contracts with values of $50,000 or more,
       as determined on the most recent contract anniversary. These expenses are
       included in surrenders for benefit payments and fees in the accompanying
       statements of changes in net assets.

__________________________________ SA-24 ______________________________________
<PAGE>
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
              ----------------------------------------------------

To Hartford Life Insurance Company:

We have audited the accompanying Consolidated Balance Sheets of Hartford Life
Insurance Company and subsidiaries as of December 31, 1999 and 1998, and the
related Consolidated Statements of Income, Changes in Stockholder's Equity and
Cash Flows for each of the three years in the period ended December 31, 1999.
These Consolidated Financial Statements and the schedules referred to below are
the responsibility of Hartford Life Insurance Company's management. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the Consolidated Financial Statements referred to above present
fairly, in all material respects, the financial position of Hartford Life
Insurance Company and subsidiaries as of December 31, 1999 and 1998, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1999 in conformity with accounting principles
generally accepted in the United States.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in the Index to
Consolidated Financial Statements and Schedules are presented for the purpose of
complying with the Securities and Exchange Commission's rules and are not part
of the basic financial statements. These schedules have been subjected to the
auditing procedures applied in the audits of the basic financial statements and,
in our opinion, fairly state in all material respects the financial data
required to be set forth therein in relation to the basic financial statements
taken as a whole.

Hartford, Connecticut
January 31, 2000                                             ARTHUR ANDERSEN LLP

                                      F-1
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                                    FOR THE YEARS ENDED
                                                                        DECEMBER 31,
<S>                                                           <C>          <C>          <C>
----------------------------------------------------------------------------------------------
<CAPTION>
                                                               1999         1998         1997
----------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>
                                                                       (in millions)
REVENUES
  Premiums and other considerations                           $2,045       $2,218       $1,637
  Net investment income                                        1,359        1,759        1,368
  Net realized capital gains (losses)                             (4)          (2)           4
----------------------------------------------------------------------------------------------
                                              TOTAL REVENUES   3,400        3,975        3,009
----------------------------------------------------------------------------------------------
BENEFITS, CLAIMS AND EXPENSES
  Benefits, claims and claim adjustment expenses               1,574        1,911        1,379
  Amortization of deferred policy acquisition costs              539          431          335
  Dividends to policyholders                                     104          329          240
  Other expenses                                                 631          766          586
----------------------------------------------------------------------------------------------
                         TOTAL BENEFITS, CLAIMS AND EXPENSES   2,848        3,437        2,540
----------------------------------------------------------------------------------------------
  Income before income tax expense                               552          538          469
  Income tax expense                                             191          188          167
----------------------------------------------------------------------------------------------
                                                  NET INCOME  $  361       $  350       $  302
----------------------------------------------------------------------------------------------
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-2
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                     AS OF DECEMBER 31,
<S>                                                                <C>            <C>
------------------------------------------------------------------------------------------

                                                                     1999           1998
------------------------------------------------------------------------------------------
                                                                    (in millions, except
                                                                       for share data)
ASSETS
  Investments
  Fixed maturities, available for sale, at fair value
   (amortized cost of $13,923 and $14,505)                         $ 13,499       $ 14,818
  Equity securities, at fair value                                       56             31
  Policy loans, at outstanding balance                                4,187          6,684
  Other investments                                                     342            264
------------------------------------------------------------------------------------------
                                           TOTAL INVESTMENTS         18,084         21,797
------------------------------------------------------------------------------------------
  Cash                                                                   55             17
  Premiums receivable and agents' balances                               29             17
  Reinsurance recoverables                                            1,274          1,257
  Deferred policy acquisition costs                                   4,013          3,754
  Deferred income tax                                                   459            464
  Other assets                                                          654            695
  Separate account assets                                           110,397         90,262
------------------------------------------------------------------------------------------
                                                TOTAL ASSETS       $134,965       $118,263
------------------------------------------------------------------------------------------
LIABILITIES
  Future policy benefits                                           $  4,332       $  3,595
  Other policyholder funds                                           16,004         19,615
  Other liabilities                                                   1,613          2,094
  Separate account liabilities                                      110,397         90,262
------------------------------------------------------------------------------------------
                                           TOTAL LIABILITIES        132,346        115,566
------------------------------------------------------------------------------------------
STOCKHOLDER'S EQUITY
  Common stock -- 1,000 shares authorized, issued and
   outstanding, par value $5,690                                          6              6
  Capital surplus                                                     1,045          1,045
  Accumulated other comprehensive income (loss)
    Net unrealized capital gains (losses) on securities, net
     of tax                                                            (255)           184
------------------------------------------------------------------------------------------
         TOTAL ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)           (255)           184
------------------------------------------------------------------------------------------
  Retained earnings                                                   1,823          1,462
------------------------------------------------------------------------------------------
                                  TOTAL STOCKHOLDER'S EQUITY          2,619          2,697
------------------------------------------------------------------------------------------
                  TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY       $134,965       $118,263
------------------------------------------------------------------------------------------
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-3
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                               Accumulated Other
                                                                 Comprehensive
                                                                 Income (Loss)
                                                               -----------------
<S>                                         <C>      <C>       <C>                 <C>          <C>
                                                               Net Unrealized
                                                               Capital Gains
                                                               (Losses) on                        Total
                                            Common   Capital   Securities,         Retained     Stockholder's
                                            Stock    Surplus   Net of Tax          Earnings      Equity
-------------------------------------------------------------------------------------------------------------
                                                                     (in millions)
1999
Balance, December 31, 1998                    $6     $1,045          $ 184           $1,462        $2,697
Comprehensive income
  Net income                                  --         --             --              361           361
Other comprehensive income (loss), net of
 tax (1):
  Changes in net unrealized capital gains
   (losses) on securities (2)                 --         --           (439)              --          (439)
Total other comprehensive income (loss)                                                              (439)
  Total comprehensive income (loss)                                                                   (78)
-------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1999    $6     $1,045          $(255)          $1,823        $2,619
-------------------------------------------------------------------------------------------------------------
1998
Balance, December 31, 1997                    $6     $1,045          $ 179           $1,113        $2,343
Comprehensive income
  Net income                                  --         --             --              350           350
Other comprehensive income, net of tax
 (1):
  Changes in net unrealized capital gains
   on securities (2)                          --         --              5               --             5
Total other comprehensive income                                                                        5
  Total comprehensive income                                                                          355
Dividends                                                                                (1)           (1)
-------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1998    $6     $1,045          $ 184           $1,462        $2,697
-------------------------------------------------------------------------------------------------------------
1997
Balance, December 31, 1996                    $6     $1,045          $  30           $  811        $1,892
Comprehensive income
  Net income                                  --         --             --              302           302
Other comprehensive income, net of tax
 (1):
  Changes in net unrealized capital gains
   on securities (2)                          --         --            149               --           149
Total other comprehensive income                                                                      149
  Total comprehensive income                                                                          451
-------------------------------------------------------------------------------------------------------------
                BALANCE, DECEMBER 31, 1997    $6     $1,045          $ 179           $1,113        $2,343
-------------------------------------------------------------------------------------------------------------
</TABLE>

(1) Net unrealized capital gain (loss) on securities is reflected net of tax of
    $(236), $3 and $80, for the years ended December 31, 1999, 1998 and 1997,
    respectively.

(2) Net of reclassification adjustment for after-tax gains (losses) realized in
    net income of $(2), $(1) and $2 for the years ended December 31, 1999, 1998
    and 1997, respectively.

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-4
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   FOR THE YEARS ENDED
                                                                       DECEMBER 31,
<S>                                                           <C>        <C>        <C>
--------------------------------------------------------------------------------------------
<CAPTION>
                                                                1999       1998       1997
--------------------------------------------------------------------------------------------
<S>                                                           <C>        <C>        <C>
                                                                      (in millions)
OPERATING ACTIVITIES
  Net income                                                  $   361    $   350    $   302
  Adjustments to reconcile net income to net cash provided
   by operating activities
  Depreciation and amortization                                   (18)       (23)         8
  Net realized capital losses (gains)                               4          2         (4)
  Loss due to commutation of reinsurance                           16         --         --
  (Increase) decrease in premiums receivable and agents'
   balances                                                       (18)         1        119
  (Decrease) increase in other liabilities                       (263)       (79)       223
  Change in receivables, payables, and accruals                   125         83        107
  (Decrease) increase in accrued taxes                           (163)        60        126
  Decrease (increase) in deferred income tax                      241       (118)        40
  Increase in deferred policy acquisition costs                  (358)      (439)      (555)
  Increase in future policy benefits                              797        536        585
  Increase in reinsurance recoverables                           (318)      (101)       (31)
  Other, net                                                      (81)        99         52
--------------------------------------------------------------------------------------------
                   NET CASH PROVIDED BY OPERATING ACTIVITIES      325        371        972
--------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
  Purchases of investments                                     (5,753)    (6,061)    (6,869)
  Sales of investments                                          6,383      4,901      4,256
  Maturity of investments                                       1,818      1,761      2,329
  Purchases of affiliates and other                               (25)        --         --
--------------------------------------------------------------------------------------------
        NET CASH PROVIDED BY (USED FOR) INVESTING ACTIVITIES    2,423        601       (284)
--------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
  Net disbursements for investment and universal life-type
   contracts charged against policyholder accounts             (2,710)    (1,009)      (677)
--------------------------------------------------------------------------------------------
    Net cash used for financing activities                     (2,710)    (1,009)      (677)
--------------------------------------------------------------------------------------------
  Net increase (decrease) in cash                                  38        (37)        11
  Cash -- beginning of year                                        17         54         43
--------------------------------------------------------------------------------------------
  Cash -- end of year                                         $    55    $    17    $    54
--------------------------------------------------------------------------------------------
Supplemental Disclosure of Cash Flow Information:
  Net Cash Paid During the Year for:
  Income taxes                                                $   111    $   263    $     9
Noncash Investing Activities:
  In 1999, the Company's parent, Hartford Life and Accident Insurance Company, recaptured an
   in force block of individual life insurance previously ceded to the Company. This
   commutation resulted in a reduction in the Company's assets of $666, consisting of $556
   of invested assets, $99 of deferred policy acquisition costs and $11 of other assets.
   Liabilities decreased $650, consisting of $543 of other policyholder funds, $60 of future
   policy benefits and $47 of other liabilities. As a result, the Company recognized an
   after-tax loss relating to this transaction of $16.

  In 1998, due to the recapture of an in force block of business previously ceded to MBL
   Life Assurance Co. of New Jersey, reinsurance recoverables of $4,753 were exchanged for
   the fair value of assets comprised of $4,310 in policy loans and $443 in other net
   assets.
</TABLE>

                SEE NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                                      F-5
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS EXCEPT PER SHARE DATA UNLESS OTHERWISE STATED)

 -----------------------------------------------------------------------------

1. ORGANIZATION AND DESCRIPTION OF BUSINESS

These Consolidated Financial Statements include Hartford Life Insurance Company
and its wholly-owned subsidiaries ("Hartford Life Insurance Company" or the
"Company"), Hartford Life and Annuity Insurance Company (HLAI) and Hartford
International Life Reassurance Corporation (HLRe), formerly American Skandia
Life Reinsurance Corporation. The Company is a wholly-owned subsidiary of
Hartford Life and Accident Insurance Company (HLA), a wholly-owned subsidiary of
Hartford Life, Inc. (Hartford Life). Hartford Life is a direct subsidiary of
Hartford Accident and Indemnity Company (HA&I), an indirect subsidiary of The
Hartford Financial Services Group, Inc. (The Hartford). In November 1998,
Hartford Life Insurance Company transferred in the form of a dividend, Hartford
Financial Services, LLC and its subsidiaries to HLA.

Pursuant to an initial public offering (the "IPO") on May 22, 1997, Hartford
Life sold 26 million shares of Class A Common Stock at $28.25 per share and
received proceeds, net of offering expenses, of $687. Of the proceeds, $527 was
used to retire debt related to Hartford Life's outstanding promissory notes and
line of credit with the remaining $160 contributed by Hartford Life to its
insurance subsidiaries to support growth in its core businesses. Hartford Life
became a publicly traded company upon the sale of 26 million shares representing
approximately 18.6% of the equity ownership in Hartford Life.

Along with its parent, HLA, the Company is a leading financial services and
insurance company which provides (a) investment products such as individual
variable annuities and fixed market value adjusted annuities, mutual funds and
retirement plan services for savings and retirement needs; (b) life insurance
for income protection and estate planning; (c) employee benefits products such
as group life and disability insurance that is directly written by the Company
and is substantially ceded to its parent, HLA, and (d) corporate owned life
insurance.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION

These Consolidated Financial Statements are prepared on the basis of accounting
principles generally accepted in the United States, which differ materially from
the statutory accounting practices prescribed by various insurance regulatory
authorities. All material intercompany transactions and balances between
Hartford Life Insurance Company and its subsidiaries have been eliminated.

The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
The most significant estimates include those used in determining deferred policy
acquisition costs and the liability for future policy benefits and other
policyholder funds. Although some variability is inherent in these estimates,
management believes the amounts provided are adequate.

Certain reclassifications have been made to prior year financial information to
conform to the current year presentation.

(B) ADOPTION OF NEW ACCOUNTING STANDARDS

Effective January 1, 1999, Hartford Life Insurance Company adopted Statement of
Position (SOP) No. 98-1, "Accounting for the Costs of Computer Software
Developed or Obtained for Internal Use". This SOP provides guidance on
accounting for the costs of internal use software and in determining whether the
software is for internal use. The SOP defines internal use software as software
that is acquired, internally developed, or modified solely to meet internal
needs and identifies stages of software development and accounting for the
related costs incurred during the stages. Adoption of this SOP did not have a
material impact on the Company's financial condition or results of operations.

Effective January 1, 1999, Hartford Life Insurance Company adopted SOP
No. 97-3, "Accounting by Insurance and Other Enterprises for Insurance-Related
Assessments". This SOP addresses accounting by insurance and other enterprises
for assessments related to insurance activities, including recognition,
measurement and disclosure of guaranty fund or other assessments. Adoption of
this SOP did not have a material impact on the Company's financial condition or
results of operations.

The Company's cash flows were not impacted by these changes in accounting
principles.

(C) FUTURE ADOPTION OF NEW ACCOUNTING STANDARDS

In June 1999, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 137, "Accounting for Derivative
Instruments and Hedging Activities - Deferral of the Effective Date of FASB
Statement No. 133". This statement amends SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities", to defer its effective date for
one year, to fiscal years beginning after June 15, 2000. Initial

                                      F-6
<PAGE>
application for Hartford Life Insurance Company will begin January 1, 2001. SFAS
No. 133 establishes accounting and reporting guidance for derivative
instruments, including certain derivative instruments embedded in other
contracts. The standard requires, among other things, that all derivatives be
carried on the balance sheet at fair value. The standard also specifies hedge
accounting criteria under which a derivative can qualify for special accounting.
In order to receive special accounting, the derivative instrument must qualify
as either a hedge of the fair value or the variability of the cash flow of a
qualified asset or liability. Special accounting for qualifying hedges provides
for matching the timing of gain or loss recognition on the hedging instrument
with the recognition of the corresponding changes in value of the hedged item.
The Company has reviewed its derivative holdings and is in the process of
quantifying the impact of SFAS No. 133. The Company is also assessing what
actions, if any, need to be taken to minimize potential volatility, while at the
same time maintaining the economic protection needed to support the goals of its
business.

In October 1998, the American Institute of Certified Public Accountants (AICPA)
issued SOP No. 98-7, "Accounting for Insurance and Reinsurance Contracts That Do
Not Transfer Insurance Risk". This SOP provides guidance on the method of
accounting for insurance and reinsurance contracts that do not transfer
insurance risk, defined in the SOP as the deposit method. This SOP is effective
for financial statements for fiscal years beginning after June 15, 1999 and is
not expected to have a material impact on the Company's financial condition or
results of operations.

(D) REVENUE RECOGNITION

Revenues for investment products and universal life-type policies consist of
policy charges for policy administration, cost of insurance and surrender
charges assessed to policy account balances and are recognized in the period in
which services are provided. Premiums for traditional life insurance and
disability policies are recognized as revenues ratably over the policy period.

(E) DIVIDENDS TO POLICYHOLDERS

Certain life insurance policies contain dividend payment provisions that enable
the policyholder to participate in the earnings on that participating block of
business of the life insurance subsidiaries of the Company. The participating
insurance in force accounted for 34%, 35% and 33% in 1999, 1998 and 1997,
respectively, of total insurance in force.

(F) INVESTMENTS

Hartford Life Insurance Company's investments in both fixed maturities, which
include bonds, redeemable preferred stock and commercial paper, and equity
securities, which include common and non-redeemable preferred stocks, are
classified as "available for sale" in accordance with SFAS No. 115, "Accounting
for Certain Investments in Debt and Equity Securities". Accordingly, these
securities are carried at fair value with the after-tax difference from cost
reflected in stockholder's equity as a component of accumulated other
comprehensive income. Policy loans are carried at outstanding balance which
approximates fair value. Other invested assets consist primarily of partnership
investments, which are accounted for by the equity method, and mortgage loans,
whereby the carrying value approximates fair value. Realized capital gains and
losses on security transactions associated with the Company's immediate
participation guaranteed contracts are excluded from revenues and deferred over
the expected maturity of the securities, since under the terms of the contracts
the realized gains and losses will be credited to policyholders in future years
as they are entitled to receive them. Net realized capital gains and losses,
excluding those related to immediate participation guaranteed contracts, are
reported as a component of revenue and are determined on a specific
identification basis.

The Company's accounting policy for impairment requires recognition of an other
than temporary impairment charge on a security if it is determined that the
Company is unable to recover all amounts due under the contractual obligations
of the security. In addition, for securities expected to be sold, an other than
temporary impairment charge is recognized if the Company does not expect the
fair value of a security to recover to cost or amortized cost prior to the
expected date of sale. Once an impairment charge has been recorded, the Company
then continues to review the other than temporarily impaired securities for
additional impairment, if necessary.

(G) DERIVATIVE INSTRUMENTS

HEDGE ACCOUNTING -- Hartford Life Insurance Company uses a variety of derivative
instruments, including swaps, caps, floors, forwards and exchange traded
financial futures and options as part of an overall risk management strategy.
These instruments are used as a means of hedging exposure to price, foreign
currency and/or interest rate risk on planned investment purchases or existing
assets and liabilities. Hartford Life Insurance Company does not hold or issue
derivative instruments for trading purposes. Hartford Life Insurance Company's
accounting for derivative instruments used to manage risk is in accordance with
the concepts established in SFAS No. 80, "Accounting for Futures Contracts",
SFAS No. 52, "Foreign Currency Translation", AICPA SOP No. 86-2, "Accounting for
Options" and various Emerging Issues Task Force pronouncements. Written options
are used, in all cases in conjunction with other assets and derivatives, as part
of the Company's asset and liability management strategy. Derivative instruments
are carried at values consistent with the asset or liability being hedged.
Derivative instruments used to hedge fixed maturities or equity securities are
carried at fair value with the after-tax difference from cost reflected in
stockholder's equity. Derivative instruments used to hedge other invested assets
or liabilities are carried at cost. For a discussion of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities", issued in June
1998, see (c) Future Adoption of New Accounting Standards.

Derivative instruments must be designated at inception as a hedge and measured
for effectiveness both at inception

                                      F-7
<PAGE>
and on an ongoing basis. Hartford Life Insurance Company's correlation threshold
for hedge designation is 80% to 120%. If correlation, which is assessed monthly
or quarterly and measured based on a rolling three month average, falls outside
the 80% to 120% range, hedge accounting will be terminated. Derivative
instruments used to create a synthetic asset must meet synthetic accounting
criteria, including designation at inception and consistency of terms between
the synthetic and the instrument being replicated. Consistent with industry
practice, synthetic instruments are accounted for like the financial instrument
they are intended to replicate. Derivative instruments which fail to meet risk
management criteria, subsequent to acquisition, are marked to market with the
impact reflected in the Consolidated Statements of Income.

FUTURES -- Gains or losses on financial futures contracts entered into in
anticipation of the investment of future receipt of product cash flows are
deferred and, at the time of the ultimate investment purchase, reflected as an
adjustment to the cost basis of the purchased asset. Gains or losses on futures
used in invested asset risk management are deferred and adjusted into the cost
basis of the hedged asset when the contract futures are closed, except for
futures used in duration hedging, which are deferred and basis adjusted on a
quarterly basis. The basis adjustments are amortized into net investment income
over the remaining asset life.

FORWARD COMMITMENTS -- Open forward commitment contracts are marked to market
through stockholder's equity. Such contracts are accounted for at settlement by
recording the purchase of the specified securities at the previously committed
price. Gains or losses resulting from the termination of forward commitment
contracts are recognized immediately in the Consolidated Statements of Income as
a component of net investment income.

OPTIONS -- The cost of options entered into as part of a risk management
strategy are basis adjusted to the underlying asset or liability and amortized
over the remaining life of the option. Gains or losses on expiration or
termination are adjusted into the basis of the underlying asset or liability and
amortized over the remaining asset life.

INTEREST RATE SWAPS -- Interest rate swaps involve the periodic exchange of
payments without the exchange of underlying principal or notional amounts. Net
receipts or payments are accrued and recognized over the life of the swap
agreement as an adjustment to investment income. Should the swap be terminated,
the gain or loss is adjusted into the basis of the asset or liability and
amortized over the remaining life. Should the hedged asset be sold or liability
terminated without terminating the swap position, any swap gains or losses are
immediately recognized in earnings. Interest rate swaps purchased in
anticipation of an asset purchase (anticipatory transaction) are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the Consolidated Statements of Income while the
change in market value is recognized as an unrealized capital gain or loss.

INTEREST RATE CAPS AND FLOORS -- Premiums paid on purchased cap or floor
agreements and the premium received on issued cap or floor agreements (used for
risk management) are adjusted into the basis of the applicable asset and
amortized over the asset life. Gains or losses on termination of such positions
are adjusted into the basis of the asset or liability and amortized over the
remaining asset life. Net payments are recognized as an adjustment to income or
basis adjusted and amortized depending on the specific hedge strategy.

FORWARD EXCHANGE AND CURRENCY SWAPS CONTRACTS -- Forward exchange contracts and
foreign currency swaps are accounted for in accordance with SFAS No. 52. Changes
in the spot rate of instruments designated as hedges of the net investment in a
foreign subsidiary are reflected in the cumulative translation adjustment
component of stockholder's equity.

Cash flows from futures, options and swaps, accounted for as hedges, are
included with the cash flows of the item being hedged.

(H) SEPARATE ACCOUNTS

Hartford Life Insurance Company maintains separate account assets and
liabilities which are reported at fair value. Separate account assets are
segregated from other investments. Separate accounts reflect two categories of
risk assumption: non-guaranteed separate accounts, wherein the policyholder
assumes substantially all the investment risk and rewards, and guaranteed
separate accounts, wherein the Company contractually guarantees either a minimum
return or account value to the policyholder.

(I) DEFERRED POLICY ACQUISITION COSTS

Policy acquisition costs, which include commissions and certain other expenses
associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, usually 20 years. Generally, acquisition costs
are deferred and amortized using the retrospective deposit method. Under the
retrospective deposit method, acquisition costs are amortized in proportion to
the present value of expected gross profits from surrender charges, investment
charges, mortality and expense margins. Actual gross profits can vary from
management's estimates, resulting in increases or decreases in the rate of
amortization. Management periodically updates these estimates, when appropriate,
and evaluates the recoverability of the deferred acquisition cost asset. When
appropriate, management revises its assumptions on the estimated gross profits
of these contracts and the cumulative amortization for the books of business are
re-estimated and adjusted by a cumulative charge or credit to income.

                                      F-8
<PAGE>
Acquisition costs and their related deferral are included in the Company's other
expenses as follows:

<TABLE>
<CAPTION>
                                                                     1999         1998        1997
<S>                                                                  <C>         <C>          <C>
                                                                     ------------------------------
Commissions                                                          $ 887       $1,069       $ 976
Deferred acquisition costs                                            (898)        (891)       (862)
Other                                                                  642          588         472
                                                                     ------------------------------
                                        TOTAL OTHER EXPENSES         $ 631       $  766       $ 586
                                                                     ------------------------------
</TABLE>

(J) FUTURE POLICY BENEFITS

Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued.

(K) OTHER POLICYHOLDER FUNDS

Other policyholder funds include reserves for investment contracts without life
contingencies, corporate owned life insurance and universal life insurance
contracts. These reserves are based on account values, which represent the
balance that accrues to the benefit of policyholders.

3. INVESTMENTS AND DERIVATIVE INSTRUMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                                         For the years ended
                                                                             December 31,
                                                                   --------------------------------
                                                                    1999         1998         1997
<S>                                                                <C>          <C>          <C>
                                                                   --------------------------------
Interest income from fixed maturities                              $  934       $  952       $  932
Interest income from policy loans                                     391          789          425
Income from other investments                                          48           32           26
                                                                   --------------------------------
Gross investment income                                             1,373        1,773        1,383
Less: Investment expenses                                              14           14           15
                                                                   --------------------------------
                                       NET INVESTMENT INCOME       $1,359       $1,759       $1,368
                                                                   --------------------------------
</TABLE>

(B) COMPONENTS OF NET REALIZED CAPITAL GAINS (LOSSES)

<TABLE>
<CAPTION>
                                                                      For the years ended
                                                                          December 31,
                                                                   --------------------------
                                                                   1999       1998       1997
<S>                                                                <C>        <C>        <C>
                                                                   --------------------------
Fixed maturities                                                   $(7)       $(28)      $(7)
Equity securities                                                    2         21         12
Real estate and other                                                1          5         (1)
                                                                   --------------------------
                         NET REALIZED CAPITAL GAINS (LOSSES)       $(4)       $(2)       $ 4
                                                                   --------------------------
</TABLE>

(C) NET UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY SECURITIES

<TABLE>
<CAPTION>
                                                                      For the years ended
                                                                          December 31,
                                                                   --------------------------
                                                                   1999       1998       1997
<S>                                                                <C>        <C>        <C>
                                                                   --------------------------
Gross unrealized capital gains                                     $ 9        $ 2        $14
Gross unrealized capital losses                                     (2)        (1)        --
                                                                   --------------------------
Net unrealized capital gains                                         7          1         14
Deferred income tax expense                                          2         --          5
                                                                   --------------------------
Net unrealized capital gains, net of tax                             5          1          9
Balance -- beginning of year                                         1          9          8
                                                                   --------------------------
   NET CHANGE IN UNREALIZED CAPITAL GAINS (LOSSES) ON EQUITY
                                                  SECURITIES       $ 4        $(8)       $ 1
                                                                   --------------------------
</TABLE>

                                      F-9
<PAGE>
(D) NET UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED MATURITIES

<TABLE>
<CAPTION>
                                                                       For the years ended
                                                                           December 31,
                                                                   ----------------------------
                                                                   1999        1998        1997
<S>                                                                <C>         <C>         <C>
                                                                   ----------------------------
Gross unrealized capital gains                                     $  48       $ 421       $371
Gross unrealized capital losses                                     (472)       (108)       (80)
Unrealized capital (gains) losses credited to policyholders           24         (32)       (30)
                                                                   ----------------------------
Net unrealized capital gains (losses)                               (400)        281        261
Deferred income tax expense (benefit)                               (140)         98         91
                                                                   ----------------------------
Net unrealized capital gains (losses), net of tax                   (260)        183        170
Balance -- beginning of year                                         183         170         22
                                                                   ----------------------------
    NET CHANGE IN UNREALIZED CAPITAL GAINS (LOSSES) ON FIXED
                                                  MATURITIES       $(443)      $  13       $148
                                                                   ----------------------------
</TABLE>

(E) FIXED MATURITY INVESTMENTS

<TABLE>
<CAPTION>
                                                                              As of December 31, 1999
                                                                   ---------------------------------------------
                                                                                Gross       Gross
                                                                   Amortized  Unrealized  Unrealized
                                                                     Cost       Gains       Losses    Fair Value
<S>                                                                <C>        <C>         <C>         <C>
                                                                   ---------------------------------------------
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored)                                         $   180      $ 5        $  (3)     $   182
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed                           1,094        5          (35)       1,064
States, municipalities and political subdivisions                       155        2           (1)         156
Foreign governments                                                     289        6          (14)         281
Public utilities                                                        865        7          (39)         833
All other corporate, including international                          5,646       18         (244)       5,420
All other corporate -- asset backed                                   4,103        5         (123)       3,985
Short-term investments                                                1,156       --           --        1,156
Certificates of deposit                                                 434       --          (12)         422
Redeemable preferred stock                                                1       --           (1)          --
                                                                   ---------------------------------------------
                                           TOTAL FIXED MATURITIES   $13,923      $48        $(472)     $13,499
                                                                   ---------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                                              As of December 31, 1998
                                                                   ---------------------------------------------
                                                                                Gross       Gross
                                                                   Amortized  Unrealized  Unrealized
                                                                     Cost       Gains       Losses    Fair Value
<S>                                                                <C>        <C>         <C>         <C>
                                                                   ---------------------------------------------
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored)                                         $   121      $  2       $  --      $   123
U.S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed                           1,001        23          (8)       1,016
States, municipalities and political subdivisions                       165         8          --          173
Foreign governments                                                     393        26          (7)         412
Public utilities                                                        844        33          (3)         874
All other corporate, including international                          5,469       260         (42)       5,687
All other corporate -- asset backed                                   4,155        58         (42)       4,171
Short-term investments                                                1,847        --          --        1,847
Certificates of deposit                                                 510        11          (6)         515
                                                                   ---------------------------------------------
                                           TOTAL FIXED MATURITIES   $14,505      $421       $(108)     $14,818
                                                                   ---------------------------------------------
</TABLE>

The amortized cost and estimated fair value of fixed maturity investments as of
December 31, 1999 by estimated maturity year are shown below. Expected
maturities differ from contractual maturities due to call or prepayment
provisions. Asset backed securities, including mortgage backed securities and
collateralized mortgage obligations, are distributed to maturity year based on
the Company's estimates of the rate of future prepayments of principal over the
remaining lives of the securities. These estimates are developed using
prepayment speeds provided in broker consensus

                                      F-10
<PAGE>
data. Such estimates are derived from prepayment speeds experienced at the
interest rate levels projected for the applicable underlying collateral and can
be expected to vary from actual experience.

<TABLE>
<CAPTION>
                                                      Amortized
                                                        Cost            Fair Value
<S>                                                   <C>               <C>
                                                      ----------------------------
MATURITY
One year or less                                       $ 2,454           $ 2,440
Over one year through five years                         4,874             4,787
Over five years through ten years                        3,072             2,940
Over ten years                                           3,523             3,332
                                                      ----------------------------
                                               TOTAL   $13,923           $13,499
                                                      ----------------------------
</TABLE>

(F) SALES OF FIXED MATURITY AND EQUITY SECURITY INVESTMENTS

Sales of fixed maturities, excluding short-term fixed maturities, for the years
ended December 31, 1999, 1998 and 1997 resulted in proceeds of $3.4 billion,
$3.2 billion and $4.2 billion, gross realized capital gains of $153, $103 and
$169, gross realized capital losses (including writedowns) of $160, $131 and
$176, respectively. Sales of equity security investments for the years ended
December 31, 1999, 1998 and 1997 resulted in proceeds of $7, $35 and $132 and
gross realized capital gains of $2, $21 and $12, respectively, and no gross
realized capital losses for all periods.

(G) CONCENTRATION OF CREDIT RISK

The Company is not exposed to any significant concentration of credit risk in
fixed maturities of a single issuer greater than 10% of stockholder's equity.

(H) DERIVATIVE INSTRUMENTS

Hartford Life Insurance Company utilizes a variety of derivative instruments,
including swaps, caps, floors, forwards and exchange traded futures and options,
in accordance with Company policy and in order to achieve one of three Company
approved objectives: to hedge risk arising from interest rate, price or currency
exchange rate volatility; to manage liquidity; or, to control transactions
costs. The Company utilizes derivative instruments to manage market risk through
four principal risk management strategies: hedging anticipated transactions,
hedging liability instruments, hedging invested assets and hedging portfolios of
assets and/or liabilities. The Company does not trade in these instruments for
the express purpose of earning trading profits.

The Company maintains a derivatives counterparty exposure policy which
establishes market based credit limits, favors long-term financial stability and
creditworthiness, and typically requires credit enhancement/credit risk reducing
agreements. Credit risk is measured as the amount owed to the Company based on
current market conditions and potential payment obligations between the Company
and its counterparties. Credit exposures are quantified weekly and netted, and
collateral is pledged to or held by the Company to the extent the current value
of derivatives exceed exposure policy thresholds.

The Company's derivative program is monitored by an internal compliance unit and
is reviewed by senior management. Notional amounts, which represent the basis
upon which pay or receive amounts are calculated and are not reflective of
credit risk, pertaining to derivative financial instruments (excluding the
Company's guaranteed separate account derivative investments), totaled $5.5
billion and $6.2 billion ($3.9 billion and $3.9 billion related to the Company's
investments, $1.6 billion and $2.3 billion on the Company's liabilities) as of
December 31, 1999 and 1998, respectively.

The tables below provide a summary of derivative instruments held by Hartford
Life Insurance Company as of December 31, 1999 and 1998, segregated by major
investment and liability category:

                                      F-11
<PAGE>

<TABLE>
<CAPTION>
                                                          1999 -- Amount Hedged (Notional Amounts)
                                     ----------------------------------------------------------------------------------
                                      Total    Issued    Purchased                 Interest Rate   Foreign      Total
                                     Carrying  Caps &   Caps, Floors                  Swaps &      Currency   Notional
           ASSETS HEDGED              Value    Floors    & Options    Futures (1)    Forwards     Swaps (2)    Amount
<S>                                  <C>       <C>      <C>           <C>          <C>            <C>         <C>
                                     ----------------------------------------------------------------------------------
Asset backed securities (excluding
 anticipatory)                       $ 5,049   $   --      $   --        $   --       $  911          $--      $  911
Anticipatory (3)                          --       --          --             5          112           --         117
Other bonds and notes                  7,294      494         611            --        1,676           80       2,861
Short-term investments                 1,156       --          --            --           --           --          --
                                     ----------------------------------------------------------------------------------
             TOTAL FIXED MATURITIES   13,499      494         611             5        2,699           80       3,889
Equity securities, policy loans and
 other investments                     4,585       --          --            --           --           --          --
                                     ----------------------------------------------------------------------------------
                  TOTAL INVESTMENTS  $18,084      494         611             5        2,699           80       3,889
                                     ----------------------------------------------------------------------------------
           OTHER POLICYHOLDER FUNDS  $16,004       --       1,150            --          430           --       1,580
                                     ----------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                     NOTIONAL VALUE            $  494      $1,761        $    5       $3,129          $80      $5,469
                                     ----------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                         FAIR VALUE            $  (22)     $    8        $   --       $  (30)         $ 2      $  (42)
                                     ----------------------------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
                                                        1998 -- Amount Hedged (Notional Amounts)
                                     -------------------------------------------------------------------------------
                                      Total    Issued    Purchased                Interest Rate   Foreign    Total
                                     Carrying  Caps &     Caps &                     Swaps &     Currency   Notional
           ASSETS HEDGED              Value    Floors     Floors     Futures (1)    Forwards     Swaps (2)   Amount
<S>                                  <C>       <C>      <C>          <C>          <C>            <C>        <C>
                                     -------------------------------------------------------------------------------
Asset backed securities (excluding
 anticipatory)                       $ 5,187   $   44     $  243         $ 3         $  885         $--      $1,175
Anticipatory (3)                          --       --         --          --            235          --         235
Other bonds and notes                  7,683      461        597          18          1,300          90       2,466
Short-term investments                 1,948       --         --          --             --          --          --
                                     -------------------------------------------------------------------------------
             TOTAL FIXED MATURITIES   14,818      505        840          21          2,420          90       3,876
Equity securities, policy loans and
 other investments                     6,979       --         --          --             --          --          --
                                     -------------------------------------------------------------------------------
                  TOTAL INVESTMENTS  $21,797      505        840          21          2,420          90       3,876
                                     -------------------------------------------------------------------------------
           OTHER POLICYHOLDER FUNDS  $19,615       --      1,150          --          1,195          --       2,345
                                     -------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                     NOTIONAL VALUE            $  505     $1,990         $21         $3,615         $90      $6,221
                                     -------------------------------------------------------------------------------
    TOTAL DERIVATIVE INSTRUMENTS --
                         FAIR VALUE            $   (6)    $   19         $--         $   27         $(7)     $   33
                                     -------------------------------------------------------------------------------
</TABLE>

    (1) As of December 31, 1999 and 1998, approximately 100% and 5%,
respectively, of the notional futures contracts expire within one year.

    (2) As of December 31, 1999 and 1998, approximately 28% and 11%,
respectively, of foreign currency swaps expire within one year.

    (3) Deferred gains and losses on anticipatory transactions are included in
the carrying value of fixed maturities in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment to
the purchased asset. As of December 31, 1999, the Company had $1.4 of net
deferred losses on interest rate swaps and futures. The Company expects to basis
adjust the entire loss in 2000. During 1999, $0.2 of new future activity was
basis adjusted. As of December 31, 1998, the Company had no deferred gains for
interest rate swaps.

                                      F-12
<PAGE>
The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1999 and 1998:

<TABLE>
<CAPTION>
                                                                            BY DERIVATIVE TYPE
<S>                                                <C>               <C>          <C>                   <C>
------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                   December 31, 1998                     Maturities/         December 31, 1999
                                                    Notional Amount    Additions      Terminations (1)        Notional Amount
-------------------------------------------------------------------------------------------------------------------------------
<S>                                                <C>                 <C>            <C>                    <C>
        Caps                                             $1,912          $   --            $  148                  $1,764
        Floors                                              583              --               178                     405
        Swaps/Forwards                                    3,705             991             1,487                   3,209
        Futures                                              21             292               308                       5
        Options                                              --              86                --                      86
-------------------------------------------------------------------------------------------------------------------------------
                                        TOTAL            $6,221          $1,369            $2,121                  $5,469
-------------------------------------------------------------------------------------------------------------------------------

                                                                                   BY STRATEGY
-------------------------------------------------------------------------------------------------------------------------------
        Liability                                        $2,345          $   17            $  782                  $1,580
        Anticipatory                                        235             204               322                     117
        Asset                                             2,398             831               427                   2,802
        Portfolio                                         1,243             317               590                     970
-------------------------------------------------------------------------------------------------------------------------------
                                        TOTAL            $6,221          $1,369            $2,121                  $5,469
-------------------------------------------------------------------------------------------------------------------------------
</TABLE>

    (1) During 1999, the Company had no significant gains or losses on
terminations of hedge positions using derivative financial instruments.

4. FAIR VALUE OF FINANCIAL INSTRUMENTS

SFAS No. 107 "Disclosure about Fair Value of Financial Instruments" requires
disclosure of fair value information of financial instruments. For certain
financial instruments where quoted market prices are not available, other
independent valuation techniques and assumptions are used. Because considerable
judgment is used, these estimates are not necessarily indicative of amounts that
could be realized in a current market exchange. SFAS No. 107 excludes certain
financial instruments from disclosure, including insurance contracts. Hartford
Life Insurance Company uses the following methods and assumptions in estimating
the fair value of each class of financial instrument.

Fair value for fixed maturities and marketable equity securities approximates
those quotations published by applicable stock exchanges or received from other
reliable sources.

For policy loans, carrying amounts approximate fair value.

Other invested assets consist primarily of partnership investments, which are
accounted for by the equity method, and mortgage loans, whereby the carrying
value approximates fair value.

Other policyholder funds fair value information is determined by estimating
future cash flows, discounted at the current market rate.

The fair value of derivative financial instruments, including swaps, caps,
floors, futures, options and forward commitments, is determined using a pricing
model which is similar to external valuation models.

The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1999 and 1998 were as follows:

<TABLE>
<CAPTION>
                                                               1999               1998
                                                         ------------------------------------
                                                         Carrying   Fair    Carrying   Fair
                                                          Amount    Value    Amount    Value
<S>                                                      <C>       <C>      <C>       <C>
                                                         ------------------------------------
ASSETS
  Fixed maturities                                       $13,499   $13,499  $14,818   $14,818
  Equity securities                                           56        56       31        31
  Policy loans                                             4,187     4,187    6,684     6,684
  Other investments                                          342       348      264       309
LIABILITIES
  Other policyholder funds (1)                            11,734    11,168   11,709    11,726
                                                         ------------------------------------
</TABLE>

    (1) Excludes corporate owned life insurance and universal life insurance
contracts.

                                      F-13
<PAGE>
5. SEPARATE ACCOUNTS

Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $110.4 billion and $90.3 billion as of December 31, 1999
and 1998, respectively, which are reported at fair value. Separate account
assets, which are segregated from other investments, reflect two categories of
risk assumption: non-guaranteed separate accounts totaling $101.7 billion and
$80.6 billion as of December 31, 1999 and 1998, respectively, wherein the
policyholder assumes substantially all the investment risk, and guaranteed
separate accounts totaling $8.7 and $9.7 billion as of December 31, 1999 and
1998, respectively, wherein Hartford Life Insurance Company contractually
guarantees either a minimum return or account value to the policyholder.
Included in non-guaranteed separate account assets were policy loans totaling
$860 and $1.8 billion as of December 31, 1999 and 1998, respectively. Net
investment income (including net realized capital gains and losses) and interest
credited to policyholders on separate account assets are not reflected in the
Consolidated Statements of Income.

Separate account management fees and other revenues were $1.1 billion, $908 and
$699 in 1999, 1998 and 1997, respectively. The guaranteed separate accounts
include fixed market value adjusted (MVA) individual annuities and modified
guaranteed life insurance. The average credited interest rate on these contracts
was 6.5% and 6.6% as of December 31, 1999 and 1998, respectively. The assets
that support these liabilities were comprised of $8.7 billion and $9.5 billion
in fixed maturities as of December 31, 1999 and 1998, respectively, and $0.2
billion of other invested assets as of December 31, 1998. The portfolios are
segregated from other investments and are managed to minimize liquidity and
interest rate risk. In order to minimize the risk of disintermediation
associated with early withdrawals, fixed MVA annuity and modified guaranteed
life insurance contracts carry a graded surrender charge as well as a market
value adjustment. Additional investment risk is hedged using a variety of
derivatives which totaled $(96) and $40 in carrying value and $2.0 billion and
$3.5 billion in notional amounts as of December 31, 1999 and 1998, respectively.

6. STATUTORY RESULTS

<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                                     ------------------------------------
                                                                      1999           1998           1997
<S>                                                                  <C>            <C>            <C>
                                                                     ------------------------------------
Statutory net income                                                 $  151         $  211         $  214
                                                                     ------------------------------------
Statutory capital and surplus                                        $1,905         $1,676         $1,441
                                                                     ------------------------------------
</TABLE>

A significant percentage of the consolidated statutory surplus is permanently
reinvested or is subject to various state regulatory restrictions which limit
the payment of dividends without prior approval. The total amount of statutory
dividends which may be paid by the insurance subsidiaries of the Company in
2000, without prior regulatory approval, is estimated to be $190.

Hartford Life Insurance Company and its domestic insurance subsidiaries prepare
their statutory financial statements in accordance with accounting practices
prescribed by the applicable state of domicile. Prescribed statutory accounting
practices include publications of the National Association of Insurance
Commissioners (NAIC), as well as state laws, regulations and general
administrative rules.

The NAIC adopted the Codification of Statutory Accounting Principles (SAP) in
March 1998. The proposed effective date for the statutory accounting guidance is
January 1, 2001. It is expected that Hartford Life Insurance Company's
domiciliary state will adopt the SAP and the Company will make the necessary
changes required for implementation. The Company has not yet determined the
impact that the SAP will have on the statutory financial statements of Hartford
Life Insurance Company and its insurance subsidiaries.

7. STOCK COMPENSATION PLANS

Hartford Life Insurance Company's employees are included in the 1997 Hartford
Life, Inc. Incentive Stock Plan (the "Plan"), which was adopted during the
second quarter of 1997. Under the Plan, options granted may be either non-
qualified options or incentive stock options qualifying under Section 422A of
the Internal Revenue Code, stock appreciation rights, performance shares or
restricted stock, or any combination of the foregoing. The aggregate number of
shares of Class A Common Stock which may be awarded in any one year shall be
subject to an annual limit. The maximum number of shares of Class A Common Stock
which may be granted under the Plan in each year shall be 1.5% of the total
issued and outstanding shares of Hartford Life Class A and Class B Common Stock
and treasury stock as reported in the Annual Report on Hartford Life's Form 10-K
of the Company for the preceding year plus unused portions of such limit from
prior years.

In addition, no more than 5 million shares of Class A Common Stock shall be
cumulatively available for awards of incentive stock options under the Plan, and
no more than 20% of the total number of shares on a cumulative basis shall be
available for restricted stock and performance shares awards. Performance shares
awards of common stock granted under the Plan become payable upon the attainment
of specific performance goals achieved over a three year period.

                                      F-14
<PAGE>
All options granted have an exercise price equal to the market price of the
Company's stock on the date of grant and an option's maximum term is ten years.
Certain non-performance based options become exercisable upon the attainment of
specified market price appreciation of Hartford Life's common shares or at seven
years after the date of grant, while the remaining non-performance based options
become exercisable over a three year period commencing with the date of grant.

During the second quarter of 1997, Hartford Life established the Hartford Life,
Inc. Employee Stock Purchase Plan (ESPP). Under this plan, eligible employees of
Hartford Life and the Company may purchase Class A Common Stock of Hartford Life
at a 15% discount from the lower of the market price at the beginning or end of
the quarterly offering period. Hartford Life may sell up to 2,700,000 shares of
stock to eligible employees. Hartford Life sold 120,694, 121,943 and 54,316
shares under the ESPP in 1999, 1998 and 1997, respectively. The weighted average
fair value of the discount under the ESPP was $7.48 per share in 1999, $13.74
per share in 1998 and $9.63 per share in 1997.

8. POSTRETIREMENT BENEFIT AND SAVINGS PLANS

(A) PENSION PLANS

Hartford Life Insurance Company's employees are included in The Hartford's
noncontributory defined benefit pension plans. These plans provide pension
benefits that are based on years of service and the employee's compensation
during the last ten years of employment. The Company's funding policy is to
contribute annually an amount between the minimum funding requirements set forth
in the Employee Retirement Income Security Act of 1974, as amended, and the
maximum amount that can be deducted for U.S. federal income tax purposes.
Generally, pension costs are funded through the purchase of the Company's group
pension contracts. The cost to the Company was approximately $6 in both 1999 and
1998, and $5 in 1997.

The Company also provides, through The Hartford, certain health care and life
insurance benefits for eligible retired employees. A substantial portion of the
Company's employees may become eligible for these benefits upon retirement. The
Company's contribution for health care benefits will depend on the retiree's
date of retirement and years of service. In addition, the plan has a defined
dollar cap which limits average Company contributions. The Company has prefunded
a portion of the health care and life insurance obligations through trust funds
where such prefunding can be accomplished on a tax effective basis.
Postretirement health care and life insurance benefits expense, allocated by The
Hartford, was immaterial to the results of operations for 1999, 1998 and 1997.

The assumed rate in the per capita cost of health care (the health care trend
rate) was 7.1% for 1999, decreasing ratably to 5.0% in the year 2003. Increasing
or decreasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions, the effect will be amortized over the average future
service of covered employees.

(B) INVESTMENT AND SAVINGS PLAN

Substantially all employees of the Company are eligible to participate in The
Hartford's Investment and Savings Plan. Under this plan, designated
contributions, which may be invested in Class A Common Stock of Hartford Life or
certain other investments, are matched, up to 3% of compensation, by the
Company. The cost to Hartford Life Insurance Company for the above-mentioned
plan was approximately $4 in both 1999 and 1998, and $2 in 1997.

9. REINSURANCE

Hartford Life Insurance Company cedes insurance to other insurers in order to
limit its maximum losses. Such transfer does not relieve Hartford Life Insurance
Company of its primary liability. Failure of reinsurers to honor their
obligations could result in losses to Hartford Life Insurance Company. Hartford
Life Insurance Company reduces this risk by evaluating the financial condition
of reinsurers, and monitoring for possible concentrations of credit risk.
Hartford Life Insurance Company has no significant reinsurance related
concentrations of credit risk.

The Company records a receivable for the portion of reinsured benefits paid and
insurance liabilities. Reinsurance recoveries on ceded reinsurance contracts
were $397, $300 and $418 for the years ended December 31, 1999, 1998 and 1997,
respectively. Hartford Life Insurance Company also assumes insurance from other
insurers.

The effect of reinsurance on premiums and other considerations is summarized as
follows:

<TABLE>
<CAPTION>
                                                                       For the years ended December 31,
                                                                     ------------------------------------
                                                                      1999           1998           1997
<S>                                                                  <C>            <C>            <C>
                                                                     ------------------------------------
Direct premiums and other considerations                             $2,660         $2,722         $2,164
Reinsurance assumed                                                      95            150            159
Reinsurance ceded                                                      (710)          (654)          (686)
                                                                     ------------------------------------
                           PREMIUMS AND OTHER CONSIDERATIONS         $2,045         $2,218         $1,637
                                                                     ------------------------------------
</TABLE>

                                      F-15
<PAGE>
Hartford Life Insurance Company maintains certain reinsurance agreements with
HLA, whereby the Company cedes both group life and group accident and health
risk. Under these treaties, the Company ceded group life premium of $119, $132
and $80 in 1999, 1998 and 1997, respectively, and accident and health premium of
$430, $379, and $335, respectively, to HLA.

Pursuant to a reinsurance agreement dating back to 1992, the Company assumed
100% of certain blocks of individual life insurance from HLA. Under this
reinsurance agreement Hartford Life Insurance Company assumed $9, $13 and $18 of
premium from HLA in 1999, 1998 and 1997, respectively. On December 1, 1999, HLA
recaptured this in force block of individual life insurance previously ceded to
the Company. This commutation resulted in a reduction in the Company's assets of
$666, consisting of $556 of invested assets, $99 of deferred policy acquisition
costs and $11 of other assets. Liabilities decreased $650, consisting of $543 of
other policyholder funds, $60 of future policy benefits and $47 of other
liabilities. As a result, the Company recognized an after-tax loss relating to
this transaction of $16.

In 1998, the Hartford Life recaptured an in force block of Corporate Owned Life
Insurance (COLI) business previously ceded to MBL Assurance Co. of New Jersey
(MBL Life). The transaction was consummated through an assignment of a
reinsurance arrangement between Hartford Life and MBL Life to a Hartford Life
subsidiary. Hartford Life originally assumed the life insurance block in 1992
from Mutual Benefit Life, which was placed in court-supervised rehabilitation in
1991, and reinsured a portion of those policies back to MBL Life. This recapture
was effective January 1, 1998 and resulted in a decrease in ceded premiums and
other considerations of $163 in 1998. Additionally, this transaction resulted in
a decrease in reinsurance recoverables of $4.8 billion, which was exchanged for
the fair value of assets comprised of $4.3 billion in policy loans and $443 in
other net assets.

10. INCOME TAX

Hartford Life and The Hartford have entered into a tax sharing agreement under
which each member in the consolidated U.S. federal income tax return will make
payments between them such that, with respect to any period, the amount of taxes
to be paid by the Company, subject to certain adjustments, generally will be
determined as though the Company were filing separate federal, state and local
income tax returns.

As long as The Hartford continues to own at least 80% of the combined voting
power and 80% of the value of the outstanding capital stock of Hartford Life,
the Company will be included for federal income tax purposes in the affiliated
group of which The Hartford is the common parent. It is the intention of The
Hartford and its non-life subsidiaries to file a single consolidated federal
income tax return. The life insurance companies will file a separate
consolidated federal income tax return for 1997 and 1998 and intend to file a
separate consolidated federal income tax return for 1999. The Company's
effective tax rate was 35%, 35% and 36% in 1999, 1998 and 1997, respectively.

Income tax expense (benefit) is as follows:

<TABLE>
<CAPTION>
                                                                          For the years ended
                                                                              December 31,
                                                                     ------------------------------
                                                                     1999         1998         1997
<S>                                                                  <C>          <C>          <C>
                                                                     ------------------------------
Current                                                              $(50)        $307         $162
Deferred                                                              241         (119)           5
                                                                     ------------------------------
                                          INCOME TAX EXPENSE         $191         $188         $167
                                                                     ------------------------------
</TABLE>

A reconciliation of the tax provision at the U.S. federal statutory rate to the
provision (benefit) for income taxes is as follows:

<TABLE>
<CAPTION>
                                                                          For the years ended
                                                                              December 31,
                                                                     ------------------------------
                                                                     1999         1998         1997
<S>                                                                  <C>          <C>          <C>
                                                                     ------------------------------
Tax provision at the U.S. federal statutory rate                     $193         $188         $164
Other                                                                  (2)          --            3
                                                                     ------------------------------
                                                       TOTAL         $191         $188         $167
                                                                     ------------------------------
</TABLE>

Deferred tax assets (liabilities) include the following as of December 31:

<TABLE>
<CAPTION>
                                                                      1999    1998
<S>                                                           <C>     <C>     <C>
                                                              ---------------------
Tax basis deferred policy acquisition costs                           $ 720   $ 751
Financial statement deferred policy acquisition costs and
 reserves                                                                11     103
Employee benefits                                                        (3)      4
Net unrealized capital losses (gains) on securities                     138     (98)
Investments and other                                                  (407)   (296)
                                                              ---------------------
                                                       TOTAL          $ 459   $ 464
                                                              ---------------------
</TABLE>

                                      F-16
<PAGE>
Hartford Life Insurance Company had a current tax receivable of $56 as of
December 31, 1999 and a current tax payable of $65 as of December 31, 1998.

Prior to the Tax Reform Act of 1984, the Life Insurance Company Income Tax Act
of 1959 permitted the deferral from taxation of a portion of statutory income
under certain circumstances. In these situations, the deferred income was
accumulated in a "Policyholders' Surplus Account" and, based on current tax law,
will be taxable in the future only under conditions which management considers
to be remote; therefore, no federal income taxes have been provided on the
balance in this account, which for tax return purposes was $104 as of December
31, 1999.

11. RELATED PARTY TRANSACTIONS

Transactions of the Company with its affiliates relate principally to tax
settlements, reinsurance, insurance coverage, rental and service fees, payment
of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by The Hartford. Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which, depending on type, are allocated based on either a
percentage of direct expenses or on utilization. Indirect expenses allocated to
the Company by The Hartford were $47 in both 1999 and 1998 and $39 in 1997.

12. COMMITMENTS AND CONTINGENT LIABILITIES

(A) LITIGATION

Hartford Life Insurance Company is involved in pending and threatened litigation
in the normal course of its business in which claims for alleged economic and
punitive damages have been asserted. Some of these cases have been filed as
purported class actions and some cases have been filed in certain jurisdictions
that permit punitive damage awards disproportionate to the actual damages
incurred. Although there can be no assurances, at the present time the Company
does not anticipate that the ultimate liability arising from such pending or
threatened litigation, after consideration of provisions made for estimated
losses and costs of defense, will have a material adverse effect on the
financial condition or operating results of the Company.

(B) GUARANTY FUNDS

Under insurance guaranty fund laws in each state, the District of Columbia and
Puerto Rico, insurers licensed to do business can be assessed by state insurance
guaranty associations for certain obligations of insolvent insurance companies
to policyholders and claimants. Recent regulatory actions against certain large
life insurers encountering financial difficulty have prompted various state
insurance guaranty associations to begin assessing life insurance companies for
the deemed losses. Most of these laws do provide, however, that an assessment
may be excused or deferred if it would threaten an insurer's solvency and
further provide annual limits on such assessments. Part of the assessments paid
by the Company and its subsidiaries pursuant to these laws may be used as
credits for a portion of the associated premium taxes. The Company paid guaranty
fund assessments of approximately $2, $9 and $15 in 1999, 1998 and 1997,
respectively, of which $1 in 1999 and $4 in both 1998 and 1997 were estimated to
be creditable against premium taxes.

(C) LEASES

The rent paid to Hartford Fire for space occupied by the Company was $9 in 1999
and $7 in both 1998 and 1997. Future minimum rental commitments are as follows:

<TABLE>
<S>                                                           <C>
2000                                                          $     14
2001                                                                14
2002                                                                13
2003                                                                12
2004                                                                12
Thereafter                                                          62
                                                              --------
                                                       TOTAL  $    127
                                                              --------
</TABLE>

The principal executive offices of Hartford Life Insurance Company, together
with its parent, are located in Simsbury, Connecticut. Rental expense is
recognized on a level basis over the term of the primary sublease for the
facility located in Simsbury, Connecticut, which expires on December 31, 2009,
and amounted to approximately $9 in each of the years ended December 31, 1999,
1998 and 1997.

(D) TAX MATTERS

Hartford Life's federal income tax returns are routinely audited by the Internal
Revenue Service. Hartford Life's 1996-1997 federal income tax returns are
currently under audit by the Internal Revenue Service. Management believes that
sufficient provision has been made in the financial statements for issues that
may result from tax examinations and other tax related matters for all open tax
years.

                                      F-17
<PAGE>
13. SEGMENT INFORMATION

Hartford Life Insurance Company is organized into three reportable operating
segments which include Investment Products, Individual Life and Corporate Owned
Life Insurance (COLI). Investment Products offers individual fixed and variable
annuities, mutual funds, retirement plan services other investment products.
Individual Life sells a variety of life insurance products, including variable
life, universal life, interest sensitive whole life and term life insurance.
COLI primarily offers variable products used by employers to fund non-qualified
benefits or other post-employment benefit obligations as well as leveraged COLI.
The Company includes in "Other" corporate items not directly allocable to any of
its reportable operating segments, as well as certain employee benefit products
including group life and disability insurance that is directly written by the
Company and is substantially ceded to its parent, HLA.

The accounting policies of the reportable operating segments are the same as
those described in the summary of significant accounting policies in Note 2.
Hartford Life Insurance Company evaluates performance of its segments based on
revenues, net income and the segment's return on allocated capital. The Company
charges direct operating expenses to the appropriate segment and allocates the
majority of indirect expenses to the segments based on an intercompany expense
arrangement. Intersegment revenues are not significant and primarily occur
between corporate and the operating segments. These amounts include interest
income on allocated surplus and the amortization of net realized capital gains
and losses through net investment income utilizing the duration of the segment's
investment portfolios. The Company's revenues are primarily derived from
customers within the United States. The Company's long-lived assets primarily
consist of deferred policy acquisition costs and deferred tax assets from within
the United States. The following tables outlines summarized financial
information concerning the Company's segments.

<TABLE>
<CAPTION>
                                                         Investment  Individual
1999                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         --------------------------------------------------
Total revenues                                            $  1,884     $  574    $   830   $  112  $  3,400
Net investment income                                          699        169        431       60     1,359
Amortization of deferred policy acquisition costs              411        128         --       --       539
Income tax expense (benefit)                                   159         37         15      (20)      191
Net income (loss)                                              300         68         28      (35)      361
Assets                                                     106,352      5,962     20,198    2,453   134,965
</TABLE>

<TABLE>
<CAPTION>
                                                         Investment  Individual
1998                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         --------------------------------------------------
Total revenues                                             $ 1,779     $  543    $ 1,567   $   86  $  3,975
Net investment income                                          736        181        793       49     1,759
Amortization of deferred policy acquisition costs              326        105         --       --       431
Income tax expense (benefit)                                   145         35         12       (4)      188
Net income (loss)                                              270         64         24       (8)      350
Assets                                                      87,207      5,228     22,631    3,197   118,263
</TABLE>

<TABLE>
<CAPTION>
                                                         Investment  Individual
1997                                                      Products      Life       COLI    Other    Total
<S>                                                      <C>         <C>         <C>       <C>     <C>
                                                         -------------------------------------------------
Total revenues                                             $ 1,510     $  487    $   980   $   32  $ 3,009
Net investment income                                          739        164        429       36    1,368
Amortization of deferred policy acquisition costs              250         83         --        2      335
Income tax expense                                             111         30         15       11      167
Net income                                                     206         55         27       14      302
Assets                                                      72,288      4,914     17,800    2,743   97,745
</TABLE>

14. QUARTERLY RESULTS FOR 1999 AND 1998 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
<S>                                  <C>       <C>       <C>       <C>       <C>       <C>       <C>       <C>
                                         March 31,           June 30,          September 30,       December 31,
                                     ------------------------------------------------------------------------------
                                       1999      1998      1999      1998      1999      1998      1999       1998
                                     ------------------------------------------------------------------------------
Revenues                               $838      $915      $853      $721      $846      $826      $863     $1,513
Benefits, claims and expenses           703       787       722       591       695       688       728      1,371
Net income                               88        83        85        85       100        89        88         93
</TABLE>

                                      F-18
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                      SCHEDULE I -- SUMMARY OF INVESTMENTS
                      OTHER THAN INVESTMENTS IN AFFILIATES
                            AS OF DECEMBER 31, 1999
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                         Amount at
                                                                             Fair       which shown
                                          Type of Investment       Cost      Value    on Balance Sheet
<S>                                                               <C>       <C>       <C>
                                                                  ------------------------------------
FIXED MATURITIES
Bonds and Notes
  U.S. Government and Government agencies and authorities
   (guaranteed and sponsored)                                     $   180   $   182       $   182
  U.S. Government and Government agencies and authorities
   (guaranteed and sponsored) -- asset backed                       1,094     1,064         1,064
  States, municipalities and political subdivisions                   155       156           156
  Foreign governments                                                 289       281           281
  Public utilities                                                    865       833           833
  All other corporate, including international                      5,646     5,420         5,420
  All other corporate -- asset backed                               4,103     3,985         3,985
  Short-term investments                                            1,156     1,156         1,156
  Certificates of deposit                                             434       422           422
  Redeemable preferred stock                                            1        --            --
                                                                  ------------------------------------
                                      TOTAL FIXED MATURITIES       13,923    13,499        13,499
                                                                  ------------------------------------

EQUITY SECURITIES
 Common Stocks
  Industrial and miscellaneous                                         49        56            56
                                                                  ------------------------------------
                                     TOTAL EQUITY SECURITIES           49        56            56
                                                                  ------------------------------------
                TOTAL FIXED MATURITIES AND EQUITY SECURITIES       13,972    13,555        13,555
                                                                  ------------------------------------
Policy Loans                                                        4,187     4,187         4,187
                                                                  ------------------------------------
OTHER INVESTMENTS
  Mortgage loans on real estate                                       198       198           198
  Other invested assets                                               127       150           144
                                                                  ------------------------------------
                                     TOTAL OTHER INVESTMENTS          325       348           342
                                                                  ------------------------------------
                                           TOTAL INVESTMENTS      $18,484   $18,090       $18,084
                                                                  ------------------------------------
</TABLE>

                                      S-1
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (IN MILLIONS)
<TABLE>
<CAPTION>
                                                                                                         Net      Benefits,
                                  Deferred                                                             Realized   Claims and
                                   Policy       Future       Other          Premiums         Net       Capital      Claim
                                 Acquisition    Policy    Policyholder     and Other      Investment    Gains     Adjustment
Segment                             Costs      Benefits      Funds       Considerations     Income     (Losses)    Expenses
<S>                              <C>           <C>        <C>            <C>              <C>          <C>        <C>
                                 -------------------------------------------------------------------------------------------

1999
Investment Products                $3,099       $2,744      $ 8,859          $1,185         $  699       $--        $  660
Individual Life                       914          270        1,880             405            169        --           254
Corporate Owned Life Insurance         --          321        5,244             399            431        --           621
Other                                  --          997           21              56             60        (4)           39
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $4,013       $4,332      $16,004          $2,045         $1,359       $(4)       $1,574
                                 -------------------------------------------------------------------------------------------
1998
                                 -------------------------------------------------------------------------------------------
Investment Products                $2,823       $2,407      $ 9,194          $1,043         $  736       $--        $  670
Individual Life                       931          466        2,307             363            181        (1)          262
Corporate Owned Life Insurance         --          225        8,097             774            793        --           924
Other                                  --          497           17              38             49        (1)           55
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $3,754       $3,595      $19,615          $2,218         $1,759       $(2)       $1,911
                                 -------------------------------------------------------------------------------------------
1997
                                 -------------------------------------------------------------------------------------------
Investment Products                $2,478       $2,070      $ 9,620          $  771         $  739       $--        $  677
Individual Life                       837          392        2,182             323            164        --           242
Corporate Owned Life Insurance         --           56        9,259             551            429        --           439
Other                                  --          541          (27)             (8)            36         4            21
                                 -------------------------------------------------------------------------------------------
 CONSOLIDATED OPERATIONS           $3,315       $3,059      $21,034          $1,637         $1,368       $ 4        $1,379
                                 -------------------------------------------------------------------------------------------

<CAPTION>
                                 Amortization
                                 of Deferred
                                    Policy
                                 Acquisition    Dividends to     Other
Segment                             Costs       Policyholders   Expenses
<S>                              <C>            <C>             <C>
                                 ---------------------------------------
1999
Investment Products                  $411           $ --          $354
Individual Life                       128             --            87
Corporate Owned Life Insurance         --            104            62
Other                                  --             --           128
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $539           $104          $631
                                 ---------------------------------------
1998
                                 ---------------------------------------
Investment Products                  $326           $ --          $368
Individual Life                       105             --            77
Corporate Owned Life Insurance         --            329           278
Other                                  --             --            43
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $431           $329          $766
                                 ---------------------------------------
1997
                                 ---------------------------------------
Investment Products                  $250           $ --          $266
Individual Life                        83             --            77
Corporate Owned Life Insurance         --            240           259
Other                                   2             --           (16)
                                 ---------------------------------------
 CONSOLIDATED OPERATIONS             $335           $240          $586
                                 ---------------------------------------
</TABLE>

                                      S-2
<PAGE>
                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                                                     Percentage
                                          Gross        Ceded to        Assumed From       Net        of Amount
                                          Amount    Other Companies   Other Companies    Amount    Assumed to Net
<S>                                      <C>        <C>               <C>               <C>        <C>
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED
 DECEMBER 31, 1999
Life insurance in force                  $307,970      $131,162           $11,785       $188,593         6.2%
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  2,212      $    275           $    84       $  2,021         4.2%
Accident and health insurance                 448           435                11             24        45.8%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,660      $    710           $    95       $  2,045         4.6%
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1998
                                         ------------------------------------------------------------------------
Life insurance in force                  $326,400      $200,782           $18,289        143,907        12.7%
                                         ------------------------------------------------------------------------
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  2,329      $    271               142       $  2,200         6.5%
Accident and health insurance                 393           383                 8             18        44.4%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,722      $    654               150       $  2,218         6.8%
                                         ------------------------------------------------------------------------
FOR THE YEAR ENDED DECEMBER 31, 1997
                                         ------------------------------------------------------------------------
Life insurance in force                  $245,487      $178,771           $33,156       $ 99,872        33.2%
                                         ------------------------------------------------------------------------
PREMIUMS AND OTHER CONSIDERATIONS
Life insurance and annuities             $  1,818      $    340           $   157       $  1,635         9.6%
Accident and health insurance                 346           346                 2              2       100.0%
                                         ------------------------------------------------------------------------
TOTAL PREMIUMS AND OTHER CONSIDERATIONS  $  2,164      $    686           $   159       $  1,637         9.7%
                                         ------------------------------------------------------------------------
</TABLE>

                                      S-3
<PAGE>

                                     PART C

<PAGE>

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

      (a) All financial statements are included in Part A and Part B of the
          Registration Statement.

      (b)  (1)    Resolution of the Board of Directors of Hartford Life
                  Insurance Company ("Hartford") authorizing the establishment
                  of the Separate Account.(1)

           (2)    Not applicable.

           (3)    (a)   Principal Underwriter Agreement.(2)

           (3)    (b)   Form of Dealer Agreement.(2)

           (4)    Form of Individual Flexible Premium Variable Annuity
                  Contract.(3)

           (5)    Form of Application.(3)

           (6)    (a)   Articles of Incorporation of Hartford.(4)

           (6)    (b)   Bylaws of Hartford.(1)

           (7)    Form of Reinsurance Agreement.(5)

           (8)    Form of Participation Agreement.(6)

           (9)    Opinion and Consent of Christine Hayer Repasy, Senior Vice
                  President, General Counsel, and Corporate Secretary.

           (10)   Consent of Arthur Andersen LLP, Independent Public
                  Accountants.

--------------------

(1)  Incorporated by reference to Post-Effective Amendment No. 2, to the
     Registration Statement File No. 33-73570, dated May 1, 1995.

(2)  Incorporated by reference to Post-Effective Amendment No. 3, to the
     Registration Statement File No. 33-73570, dated April 29, 1996.

(3)  Incorporated by reference to the initial filing to the Registration
     Statement File No. 333-69485, dated December 22, 1998.

(4)  Incorporated by reference to Post-Effective Amendment No. 19, to the
     Registration Statement File No. 33-73570, dated April 14, 1997.

(5)  Incorporated by reference to Post-Effective Amendment No. 27, to the
     Registration Statement File No. 33-73570, filed April 12, 1999.

(6)  Incorporated by reference to Post-Effective Amendment No. 1 to the
     Registration Statement File No. 333-69485, dated September 3, 1999.

<PAGE>


           (11)   No financial statements are omitted.

           (12)   Not applicable.

           (13)   Not applicable.

           (14)   Not applicable.

           (15)   Copy of Power of Attorney.

           (16)   Organizational Chart.

Item 25.     Directors and Officers of the Depositor


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
NAME                        POSITION WITH HARTFORD
<S>                          <C>
-----------------------------------------------------------------------------------------------------
David A. Carlson            Vice President
-----------------------------------------------------------------------------------------------------
Peter W. Cummins            Senior Vice President
-----------------------------------------------------------------------------------------------------
Bruce W. Ferris             Vice President
-----------------------------------------------------------------------------------------------------
Timothy M. Fitch            Vice President and Actuary
-----------------------------------------------------------------------------------------------------
Mary Jane B. Fortin         Vice President & Chief Accounting Officer
-----------------------------------------------------------------------------------------------------
David T. Foy                Senior Vice President, Chief Financial Officer and Treasurer, Director*
-----------------------------------------------------------------------------------------------------
Lois W. Grady               Senior Vice President
-----------------------------------------------------------------------------------------------------
Stephen T. Joyce            Senior Vice President
-----------------------------------------------------------------------------------------------------
Michael D. Keeler           Vice President
-----------------------------------------------------------------------------------------------------
Robert A. Kerzner           Senior Vice President
-----------------------------------------------------------------------------------------------------
Thomas M. Marra             President, Director*
-----------------------------------------------------------------------------------------------------
Deanne Osgood               Vice President
-----------------------------------------------------------------------------------------------------
Craig R. Raymond            Senior Vice President and Chief Actuary
-----------------------------------------------------------------------------------------------------
Christine Hayer Repasy      Senior Vice President, General Counsel and Corporate Secretary, Director*
-----------------------------------------------------------------------------------------------------
Lowndes A. Smith            Chairman of the Board, Chief Executive Officer, Director*
-----------------------------------------------------------------------------------------------------
Joe M. Thomson              Senior Vice President
-----------------------------------------------------------------------------------------------------
John C. Walters             Executive Vice President, Director*
-----------------------------------------------------------------------------------------------------
David M. Znamierowski       Senior Vice President and Chief Investment Officer, Director*
-----------------------------------------------------------------------------------------------------
</TABLE>

Unless otherwise indicated, the principal business address of each of the
above individuals is P.O. Box 2999, Hartford, CT 06104-2999.

*Denotes Board of Directors.

<PAGE>

Item 26. Persons Controlled By or Under Common Control with the Depositor or
         Registrant

         Filed herewith as Exhibit 16.

Item 27. Number of Contract Owners

         As of October 31, 2000, there were 256,775 Contract Owners.

Item 28. Indemnification

         Sections 33-770 to 33-778, inclusive, of the Connecticut General
         Statutes ("CGS") provide that a corporation may provide indemnification
         of or advance expenses to a director, officer, employee or agent.
         Reference is hereby made to Section 33-771(e) of CGS regarding
         indemnification of directors and Section 33-776(d) of CGS regarding
         indemnification of officers, employees and agents of Connecticut
         corporations. These statutes provide, in general, that Connecticut
         corporations incorporated prior to January 1, 1997 shall, except to the
         extent that their certificate of incorporation expressly provides
         otherwise, indemnify their directors, officers, employees and agents
         against "liability" (defined as the obligation to pay a judgment,
         settlement, penalty, fine, including an excise tax assessed with
         respect to an employee benefit plan, or reasonable expenses incurred
         with respect to a proceeding) when (1) a determination is made pursuant
         to Section 33-775 that the party seeking indemnification has met the
         standard of conduct set forth in Section 33-771 or (2) a court has
         determined that indemnification is appropriate pursuant to Section
         33-774. Under Section 33-775, the determination of and the
         authorization for indemnification are made (a) by the disinterested
         directors, as defined in Section 33-770(3); (b) by special counsel; (c)
         by the shareholders; or (d) in the case of indemnification of an
         officer, agent or employee of the corporation, by the general counsel
         of the corporation or such other officer(s) as the board of directors
         may specify. Also, Section 33-772 provides that a corporation shall
         indemnify an individual who was wholly successful on the merits or
         otherwise against reasonable expenses incurred by him in connection
         with a proceeding to which he was a party because he was a director of
         the corporation. In the case of a proceeding by or in the right of the
         corporation or with respect to conduct for which the director, officer,
         agent or employee was adjudged liable on the basis that he received a
         financial benefit to which he was not entitled, indemnification is
         limited to reasonable expenses incurred in connection with the
         proceeding against the corporation to which the individual was named a
         party.

         Under the Depositor's bylaws, the Depositor must indemnify both
         directors and officers of the Depositor for (1) any claims and
         liabilities to which they become subject by reason of being or having
         been directors or officers of the Depositor and (2) legal and other
         expenses incurred in defending against such claims, in each case, to
         the extent such is consistent with statutory provisions.

<PAGE>

         Section 33-777 of CGS specifically authorizes a corporation to procure
         indemnification insurance on behalf of an individual who was a
         director, officer, employer or agent of the corporation. Consistent
         with the statute, the directors and officers of the Depositor and
         Hartford Securities Distribution Company, Inc. ("HSD") are covered
         under a directors and officers liability insurance policy issued to The
         Hartford Financial Services Group, Inc. and its subsidiaries.

         Insofar as indemnification for liabilities arising under the Securities
         Act of 1933 may be permitted to directors, officers and controlling
         persons of the Registrant pursuant to the foregoing provisions, or
         otherwise, the Registrant has been advised that in the opinion of the
         Securities and Exchange Commission such indemnification is against
         public policy as expressed in the Act and is, therefore, unenforceable.
         In the event that a claim for indemnification against such liabilities
         (other than the payment by the Registrant of expenses incurred or paid
         by a director, officer or controlling person of the Registrant in the
         successful defense of any action, suit or proceeding) is asserted by
         such director, officer or controlling person in connection with the
         securities being registered, the Registrant will, unless in the opinion
         of its counsel the matter has been settled by controlling precedent,
         submit to a court of appropriate jurisdiction the question whether such
         indemnification by it is against public policy as expressed in the Act
         and will be governed by the final adjudication of such issue.

Item 29. Principal Underwriters

             (a) HSD acts as principal underwriter for the following investment
                 companies:

              Hartford Life Insurance Company - Separate Account One
              Hartford Life Insurance Company - Separate Account Two
              Hartford Life Insurance Company - Separate Account Two
               (DC Variable Account I)
              Hartford Life Insurance Company - Separate Account Two
               (DC Variable Account II)
              Hartford Life Insurance Company - Separate Account Two
               (QP Variable Account)
              Hartford Life Insurance Company - Separate Account Two
               (Variable Account "A")
              Hartford Life Insurance Company - Separate Account Two
               (NQ Variable Account)
              Hartford Life Insurance Company - Putnam Capital Manager Trust
               Separate Account
              Hartford Life Insurance Company - Separate Account Three
              Hartford Life Insurance Company - Separate Account Five
              Hartford Life Insurance Company - Separate Account Seven
              Hartford Life and Annuity Insurance Company - Separate Account One
              Hartford Life and Annuity Insurance Company - Putnam Capital
               Manager Trust Separate Account Two
              Hartford Life and Annuity Insurance Company - Separate Account
               Three
              Hartford Life and Annuity Insurance Company - Separate Account
               Five

<PAGE>

              Hartford Life and Annuity Insurance Company - Separate Account
               Six
              Hartford Life and Annuity Insurance Company - Separate Account
               Seven
              Hart Life Insurance Company - Separate Account One
              Hart Life Insurance Company - Separate Account Two
              American Maturity Life Insurance Company - Separate Account AMLVA
              Servus Life Insurance Company - Separate Account One
              Servus Life Insurance Company - Separate Account Two

             (b)  Directors and Officers of HSD

                                            Positions and Offices
                        Name                  With Underwriter
                   ----------------           ----------------
                   William A. Campagna        Vice President
                   David A. Carlson           Vice President
                   Peter W. Cummins           Senior Vice President
                   Bruce W. Ferris            Vice President
                   David T. Foy               Treasurer
                   Christine Hayer Repasy     Senior Vice President,
                                              General Counsel and Corporate
                                              Secretary
                   George R. Jay              Controller
                   Ryan Johnson               Vice President
                   Thomas M. Marra            President, Director
                   Lowndes A. Smith           Chairman of the Board and Chief
                                              Executive Officer, Director
                   John C. Walters            Executive Vice President

             Unless otherwise indicated, the principal business address of each
             of the above individuals is P.O. Box 2999, Hartford, CT 06104-2999.

Item 30. Location of Accounts and Records

         All of the accounts, books, records or other documents required to be
         kept by Section 31(a) of the Investment Company Act of 1940 and rules
         thereunder, are maintained by Hartford at 200 Hopmeadow Street,
         Simsbury, Connecticut 06089.

Item 31. Management Services

         All management contracts are discussed in Part A and Part B of this
         Registration Statement.

Item 32. Undertakings

         (a) The Registrant hereby undertakes to file a post-effective
             amendment to this Registration Statement as frequently as is
             necessary to ensure that the audited financial statements in the
             Registration Statement are never more than 16 months old so long
             as payments under the variable annuity Contracts may be accepted.

<PAGE>

         (b) The Registrant hereby undertakes to include either (1) as part of
             any application to purchase a Contract offered by the Prospectus,
             a space that an applicant can check to request a Statement of
             Additional Information, or (2) a post card or similar written
             communication affixed to or included in the Prospectus that the
             applicant can remove to send for a Statement of Additional
             Information.

         (c) The Registrant hereby undertakes to deliver any Statement of
             Additional Information and any financial statements required to be
             made available under this Form promptly upon written or oral
             request.

         (d) Hartford hereby represents that the aggregate fees and charges
             under the Contract are reasonable in relation to the services
             rendered, the expenses expected to be incurred, and the risks
             assumed by Hartford.

         The Registrant is relying on the no-action letter issued by the
         Division of Investment Management to American Counsel of Life
         Insurance, Ref. No. IP-6-88, November 28, 1988. The Registrant has
         complied with conditions one through four of the no-action letter.

<PAGE>

                                   SIGNATURES
                                   ----------

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under
the Securities Act of 1933 and duly caused this Registration Statement to be
signed on its behalf, in the Town of Simsbury, and State of Connecticut on
this 29th day of December, 2000.

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT TWO
      (Registrant)

By:  Thomas M. Marra                   *By:   /s/ Christopher M. Grinnell
     --------------------------------         ---------------------------
     Thomas M. Marra, President*              Christopher M. Grinnell
                                              Attorney-in-Fact

HARTFORD LIFE INSURANCE COMPANY
      (Depositor)

By:  Thomas M. Marra
    ---------------------------------
     Thomas M. Marra, President*

Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below by the following persons and in
the capacity and on the date indicated.

David T. Foy, Senior Vice President, Chief
     Financial Officer and Treasurer, Director*
Christine Hayer Repasy, Senior Vice President,
     General Counsel and Corporate Secretary,
     Director*
Thomas M. Marra, President, Director*          *By: /s/ Christopher M. Grinnell
Lowndes A. Smith, Chairman of the Board,             --------------------------
     Chief Executive Officer, Director*              Christopher M. Grinnell
Lizabeth H. Zlatkus, Senior Vice President,          Attorney-in-Fact
     Director*
John C. Walters, Executive Vice President,         Dated: December 29, 2000
     Director*
David M. Znamierowski, Senior Vice President and
     Chief Investment Officer, Director*

333-69485
<PAGE>

                                  EXHIBIT INDEX

(9)  Opinion and Consent of Christine Hayer Repasy, Senior Vice President,
     General Counsel and Corporate Secretary.

(10) Consent of Arthur Andersen LLP, Independent Public Accountants.

(15) Copy of Power of Attorney.

(16) Organizational Chart.


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