HARTFORD LIFE INSURANCE CO SEPARATE ACCOUNT SEVEN
N-4/A, 2000-02-22
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<PAGE>

    As filed with the Securities and Exchange Commission on February 22, 2000.
                                                             File No. 333-91927
                                                                       811-4972
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549
                                    FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933                [X]

         Pre-Effective Amendment No. __2__                             [X]
         Post-Effective Amendment No.                                  [ ]

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940


    Amendment No.  26                                                  [X]
                  -----

                         HARTFORD LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT SEVEN
                           (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)

It is proposed that this filing will become effective:

  _____ immediately upon filing pursuant to paragraph (b) of Rule 485
  __X__ on March 1, 2000 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.

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

<PAGE>

<TABLE>
<CAPTION>
                              CROSS REFERENCE SHEET
                             PURSUANT TO RULE 495(A)
           N-4 ITEM NO.                         PROSPECTUS HEADING
           --------------------------------------------------------------------
     <S>   <C>                                  <C>
     1.    Cover Page                           Hartford Life Insurance Company -
                                                Separate Account Seven

     2.    Definitions                          Definitions

     3.    Synopsis or Highlights               Highlights

     4.    Condensed Financial                  Yield Information
           Information

     5.    General Description of               Hartford Life Insurance Company, The Separate The Funds
           Registrant                           Account, and The Funds

     6.    Deductions                           Contract Charges

     7.    General Description of               The Contract
           Annuity Contracts

     8.    Annuity Period                       Annuity Payouts

     9.    Death Benefit                        Death Benefits

     10.   Purchases and Contract Value         The Contract, and
                                                Contract Value

     11.   Redemptions                          Surrenders

     12.   Taxes                                Federal Tax Considerations

     13.   Legal Proceedings                    Legal Matters and Experts

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

     15.   Cover Page                           Part B; Statement of Additional
                                                Information

     16.   Table of Contents                    Table of Contents

     17.   General Information and History      Summary
</TABLE>

<PAGE>

<TABLE>
     <S>   <C>                                  <C>
     18.   Services                             None

     19.   Purchase of Securities               Distribution of Contracts
           being Offered

     20.   Underwriters                         Distribution of Contracts

     21.   Calculation of Performance Data      Calculation of Yield and Return

     22.   Annuity Payments                     Settlement Provisions

     23.   Financial Statements                 Financial Statements

     24.   Financial Statements and             Financial Statements and
           Exhibits                             Exhibits

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

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

     27.   Number of Contract Owners            Number of Contract Owners

     28.   Indemnification                      Indemnification

     29.   Principal Underwriters               Principal Underwriters

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

     31.   Management Services                  Management Services

     32.   Undertakings                         Undertakings
</TABLE>

<PAGE>











                                     PART A

<PAGE>


<TABLE>
<S>                                                           <C>
HARTFORD LEADERS PLUS
SEPARATE ACCOUNT SEVEN
HARTFORD LIFE INSURANCE COMPANY
P.O. BOX 5085
HARTFORD, CONNECTICUT 06102-5085
TELEPHONE: 1-800-862-6668 (CONTRACT OWNERS)
1-800-862-7155 (REGISTERED REPRESENTATIVES)                   [LOGO]
</TABLE>


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


This prospectus describes information you should know before you purchase
Hartford Leaders Plus variable annuity. Please read it carefully.



We call this annuity Hartford Leaders Plus variable annuity because each time
you make a Premium Payment, Hartford will credit your Contract Value with a
Payment Enhancement. The expenses for this Annuity may be higher than the
expenses for an annuity without the Payment Enhancements. The Payment
Enhancements may, over time, be more than offset by the higher expenses.



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


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

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

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

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

- - AMERICAN FUNDS ASSET ALLOCATION SUB-ACCOUNT which purchases Class 2 shares of
  the Asset Allocation Fund of American Funds Insurance Series (also known as
  American Variable Insurance Series) ("American Funds Asset Allocation Fund")

- - AMERICAN FUNDS BOND SUB-ACCOUNT which purchases Class 2 shares of the Bond
  Fund of American Funds Insurance Series ("American Funds Bond Fund")

- - AMERICAN FUNDS GLOBAL GROWTH SUB-ACCOUNT which purchases Class 2 shares of the
  Global Growth Fund of American Funds Insurance Series ("American Funds Global
  Growth Fund")

- - AMERICAN FUNDS GLOBAL SMALL CAPITALIZATION SUB-ACCOUNT which purchases
  Class 2 shares of the Global Small Capitalization Fund of American Funds
  Insurance Series ("American Funds Global Small Capitalization Fund")

- - AMERICAN FUNDS GROWTH SUB-ACCOUNT which purchases Class 2 shares of the Growth
  Fund of American Funds Insurance Series ("American Funds Growth Fund")

- - AMERICAN FUNDS GROWTH-INCOME SUB-ACCOUNT which purchases Class 2 shares of the
  Growth-Income Fund of American Funds Insurance Series ("American Funds
  Growth-Income Fund")

- - AMERICAN FUNDS INTERNATIONAL SUB-ACCOUNT which purchases Class 2 shares of the
  International Fund of American Funds Insurance Series ("American Funds
  International Fund")

- - AMERICAN FUNDS NEW WORLD SUB-ACCOUNT which purchases Class 2 shares of the New
  World Fund of American Funds Insurance Series ("American Funds New World
  Fund")

- - FRANKLIN REAL ESTATE SECURITIES SUB-ACCOUNT which purchases Class 2 shares of
  the Real Estate Securities Fund of the Franklin Templeton Variable Insurance
  Products Trust* ("Real Estate Securities Fund")

- - FRANKLIN SMALL CAP SUB-ACCOUNT which purchases Class 2 shares of the Small Cap
  Fund of the Franklin Templeton Variable Insurance Products Trust* ("Small Cap
  Fund")

- - FRANKLIN STRATEGIC INCOME INVESTMENTS SUB-ACCOUNT which purchases Class 1
  shares of the Franklin Strategic Income Investments Fund of the Templeton
  Variable Products Series Fund

- - HARTFORD MONEY MARKET SUB-ACCOUNT which purchases Class IB shares of the
  Hartford Money Market HLS Fund
<PAGE>
- - MFS CAPITAL OPPORTUNITIES SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Capital Opportunities Series of the
  MFS-Registered Trademark- Variable Insurance Trust(SM)

- - MFS EMERGING GROWTH SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Emerging Growth Series of the
  MFS-Registered Trademark- Variable Insurance Trust(SM)

- - MFS GLOBAL EQUITY SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Global Equity Series of the
  MFS-Registered Trademark- Variable Insurance Trust(SM)

- - MFS GROWTH SUB-ACCOUNT which purchases shares of the MFS-Registered Trademark-
  Growth Series of the MFS-Registered Trademark- Variable Insurance Trust(SM)

- - MFS GROWTH WITH INCOME SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Growth with Income Series of the
  MFS-Registered Trademark- Variable Insurance Trust(SM)

- - MFS HIGH INCOME SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- High Income Series of the MFS-Registered Trademark-
  Variable Insurance Trust(SM)

- - MFS NEW DISCOVERY SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- New Discovery Series of the
  MFS-Registered Trademark- Variable Insurance Trust(SM)

- - MFS TOTAL RETURN SUB-ACCOUNT which purchases shares of the
  MFS-Registered Trademark- Total Return Series of the MFS-Registered Trademark-
  Variable Insurance Trust(SM)

- - MUTUAL SHARES SECURITIES SUB-ACCOUNT which purchases Class 2 shares of Mutual
  Shares Securities Fund of the Franklin Templeton Variable Insurance Products
  Trust*

- - TEMPLETON ASSET ALLOCATION SUB-ACCOUNT which purchases Class 2 shares of the
  Templeton Asset Allocation Fund of the Templeton Variable Product Series Fund
  ("Templeton Asset Allocation Fund")

- - TEMPLETON DEVELOPING MARKETS EQUITY SUB-ACCOUNT which purchases Class 1 shares
  of the Templeton Developing Markets Equity Fund of the Franklin Templeton
  Variable Insurance Products Trust* ("Templeton Developing Markets Equity
  Fund")

- - TEMPLETON GLOBAL GROWTH SUB-ACCOUNT which purchases Class 2 shares of the
  Templeton Global Growth Fund of the Franklin Templeton Variable Insurance
  Products Trust* ("Templeton Global Growth Fund")

- - TEMPLETON INTERNATIONAL SUB-ACCOUNT which purchases Class 2 shares of the
  Templeton International Fund of the Templeton Variable Products Series Fund
  ("Templeton International Fund")

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

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

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

This Annuity IS NOT:

 -  A bank deposit or obligation

 -  Federally insured

 -  Endorsed by any bank or governmental agency

This Annuity may not be available for sale in all states.
- --------------------------------------------------------------------------------
THE DATE OF THIS PROSPECTUS IS MARCH 1, 2000
THE DATE OF THE STATEMENT OF ADDITIONAL INFORMATION IS MARCH 1, 2000.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                3
- --------------------------------------------------------------------------------

TABLE OF CONTENTS


<TABLE>
<CAPTION>
                                                                PAGE
<S>                                                           <C>
- ----------------------------------------------------------------------
DEFINITIONS                                                       4
- ----------------------------------------------------------------------
FEE TABLE                                                         6
- ----------------------------------------------------------------------
HIGHLIGHTS                                                       10
- ----------------------------------------------------------------------
GENERAL CONTRACT INFORMATION                                     11
- ----------------------------------------------------------------------
  Hartford Life Insurance Company                                11
- ----------------------------------------------------------------------
  The Separate Account                                           11
- ----------------------------------------------------------------------
  The Funds                                                      12
- ----------------------------------------------------------------------
THE FIXED ACCUMULATION FEATURES                                  14
- ----------------------------------------------------------------------
THE CONTRACT                                                     15
- ----------------------------------------------------------------------
  Purchases and Contract Value                                   15
- ----------------------------------------------------------------------
  Charges and Fees                                               17
- ----------------------------------------------------------------------
  Death Benefits                                                 20
- ----------------------------------------------------------------------
  Surrenders                                                     22
- ----------------------------------------------------------------------
ANNUITY PAYOUTS                                                  23
- ----------------------------------------------------------------------
OTHER PROGRAMS AVAILABLE                                         26
- ----------------------------------------------------------------------
OTHER INFORMATION                                                26
- ----------------------------------------------------------------------
  Legal Matters and Experts                                      26
- ----------------------------------------------------------------------
  More Information                                               27
- ----------------------------------------------------------------------
FEDERAL TAX CONSIDERATIONS                                       27
- ----------------------------------------------------------------------
  A. General                                                     27
- ----------------------------------------------------------------------
  B. Taxation of Hartford and The Separate Account               27
- ----------------------------------------------------------------------
  C. Taxation of Annuities -- General Provisions Affecting
     Purchases Other Than Qualified Retirement Plans             27
- ----------------------------------------------------------------------
  D. Federal Income Tax Withholding                              30
- ----------------------------------------------------------------------
  E. General Provisions Affecting Qualified Retirement Plans     30
- ----------------------------------------------------------------------
  F.  Annuity Purchases By Nonresident Aliens And Foreign
      Corporations                                               30
- ----------------------------------------------------------------------
  G.  Generation - Skipping Transfers                            30
- ----------------------------------------------------------------------
TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION         31
- ----------------------------------------------------------------------
APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT
  PLANS                                                          32
- ----------------------------------------------------------------------
</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 the
Annuity Calculation Date.

ACCUMULATION UNIT VALUE: The daily price of Accumulation Units on any Valuation
Day.

ADMINISTRATIVE OFFICE OF THE COMPANY: Our location and overnight mailing address
is: 200 Hopmeadow Street, Simsbury, Connecticut 06089. Our standard mailing
address is: Investment Product Services, P.O. Box 5085, Hartford, CT 06102-5085.

ANNIVERSARY VALUE: The value equal to the Contract Value as of a Contract
Anniversary, increased by the dollar amount of any Premium Payments made and any
Payment Enhancements credited 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 COMMENCEMENT DATE: The date we start to make Annuity Payouts.

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

ANNUITY PAYOUT OPTION: Any of the options available for payout after the Annuity
Commencement Date or death of the Contract Owner or Annuitant.

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

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. In your Contract, this is defined as
the "Fixed Account".

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 the Annuity Calculation Date. You may name a Joint
Annuitant only if your Annuity Payout
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                                5
- --------------------------------------------------------------------------------
Option provides for a survivor. The Joint Annuitant may not be changed.

MAXIMUM ANNIVERSARY VALUE: This is the highest Anniversary Value prior to the
deceased's 81st birthday or the date of death, if earlier.

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

NON-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.

PAYMENT ENHANCEMENT: An amount that Hartford credits your Contract Value at the
time a premium payment is made. The amount of a Payment Enhancement is based on
the cumulative premium payments you make to your Annuity.

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
                      CONTRACT OWNER TRANSACTION EXPENSES



<TABLE>
<S>                                                           <C>
SALES CHARGE IMPOSED ON PURCHASES (as a percentage of
  Premium Payments)                                             NONE
- ---------------------------------------------------------------------
CONTINGENT DEFERRED SALES CHARGE (as a percentage of amounts
  Surrendered) (1)
    First Year (2)                                                 8%
- ---------------------------------------------------------------------
    Second Year                                                    8%
- ---------------------------------------------------------------------
    Third Year                                                     8%
- ---------------------------------------------------------------------
    Fourth Year                                                    8%
- ---------------------------------------------------------------------
    Fifth Year                                                     7%
- ---------------------------------------------------------------------
    Sixth Year                                                     6%
- ---------------------------------------------------------------------
    Seventh Year                                                   5%
- ---------------------------------------------------------------------
    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                           1.50%
- ---------------------------------------------------------------------
    Administrative Charge                                       0.15%
- ---------------------------------------------------------------------
    Total Separate Account Charges                              1.65%
- ---------------------------------------------------------------------
OPTIONAL CHARGES (as a percentage of average daily
  Sub-Account Value)
    Optional Death Benefit Charge                               0.15%
- ---------------------------------------------------------------------
TOTAL SEPARATE ACCOUNT CHARGES WITH THE OPTIONAL DEATH
  BENEFIT CHARGE (as a percentage of average daily
  Sub-Account Value)                                            1.80%
- ---------------------------------------------------------------------
</TABLE>



(1) Each Premium Payment has its own Contingent Deferred Sales Charge Schedule.



(2) Length of time from Premium Payment.



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



The purpose of the Fee 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 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>
HARTFORD LIFE INSURANCE COMPANY                                                7
- --------------------------------------------------------------------------------


            Annual Fund Operating Expenses as of the Fund's Year End
                    (as a percentage of average net assets)



<TABLE>
<CAPTION>
                                                                                                             TOTAL FUND
                                                                                              OTHER          OPERATING
                                                           MANAGEMENT FEES                   EXPENSES         EXPENSES
                     UNDERLYING FUND                       (WITH WAIVERS)    12B-1 FEES   (WITH WAIVERS)   (WITH WAIVERS)
<S>                                                        <C>               <C>          <C>              <C>
- -------------------------------------------------------------------------------------------------------------------------
American Funds Asset Allocation Fund                            0.44%           0.25%          0.01%           0.70%
- -------------------------------------------------------------------------------------------------------------------------
American Funds Bond Fund                                        0.52%           0.25%          0.02%           0.79%
- -------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth Fund                               0.69%           0.25%          0.06%           1.00%
- -------------------------------------------------------------------------------------------------------------------------
American Funds Global Small Capitalization Fund (1)             0.79%           0.25%          0.04%           1.08%
- -------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund                                      0.40%           0.25%          0.01%           0.66%
- -------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income Fund                               0.35%           0.25%          0.01%           0.61%
- -------------------------------------------------------------------------------------------------------------------------
American Funds International Fund                               0.57%           0.25%          0.09%           0.91%
- -------------------------------------------------------------------------------------------------------------------------
American Funds New World Fund (2)                               0.85%           0.25%          0.08%           1.18%
- -------------------------------------------------------------------------------------------------------------------------
Real Estate Securities Fund -- Class 2                          0.52%           0.25%          0.02%           0.79%
- -------------------------------------------------------------------------------------------------------------------------
Small Cap Fund -- Class 2 (3)                                   0.75%           0.25%          0.02%           1.02%
- -------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Investments Fund (4)                  0.43%          N/A             0.32%           0.75%
- -------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS Fund                                  0.43%           0.18%          0.02%           0.63%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital Opportunities
  Series(SM) (5)(6)                                             0.75%          N/A             0.27%           1.02%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Emerging Growth Series(SM) (6)        0.75%          N/A             0.10%           0.85%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Global Equity Series(SM) (5)(6)       1.00%          N/A             0.25%           1.25%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth Series(SM) (5)(6)              0.75%          N/A             0.25%           1.00%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth with Income Series(SM)
  (6)                                                           0.75%          N/A             0.13%           0.88%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- High Income Series(SM) (6)            0.75%          N/A             0.28%           1.03%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- New Discovery Series(SM) (5)(6)       0.90%          N/A             0.27%           1.17%
- -------------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Total Return Series(SM) (6)           0.75%          N/A             0.16%           0.91%
- -------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund -- Class 2 (3)                    0.74%           0.25%          0.03%           1.02%
- -------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation Fund -- Class 2                      0.60%           0.25%          0.18%           1.03%
- -------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets Equity Fund -- Class 1 (7)         1.25%          N/A             0.16%           1.41%
- -------------------------------------------------------------------------------------------------------------------------
Templeton Global Growth Fund -- Class 2 (3)                     0.83%           0.25%          0.05%           1.13%
- -------------------------------------------------------------------------------------------------------------------------
Templeton International Fund -- Class 2                         0.69%           0.25%          0.17%           1.11%
- -------------------------------------------------------------------------------------------------------------------------
</TABLE>



(1) These expenses are annualized. The Fund began operations on April 30, 1998.



(2) These expenses are estimated amounts for the current fiscal year.



(3) "Management Fees" include fund administration fees. Because Class 2 shares
    are new, figures (other than rule 12b-1 fees) are based on experience of
    each Fund's Class 1 shares in the most recent fiscal year; Rule 12b-1 fees
    are based on estimates.



(4) Figures are estimates for the current fiscal year. The fund's manager is
    contractually obligated to limit management fees and other expenses so that
    Total Fund Operating Expenses will not exceed .75% during the current fiscal
    year. Without these limitations, estimated Other Expenses and Total
    Operating Expenses would be as follows:



<TABLE>
<CAPTION>
                                                                                                        TOTAL FUND
                                                                                              OTHER     OPERATING
                      UNDERLYING FUND                         MANAGEMENT FEES   12B-1 FEES   EXPENSES    EXPENSES
<S>                                                           <C>               <C>          <C>        <C>
- ------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Investments Fund                         0.43%          N/A          0.52%       0.95%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>



   The Fund's advisor or administrator has entered into an arrangement with
   Hartford Life under which Hartford Life is compensated for services it
   provides to the Fund.

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


(5) MFS has contractually agreed to bear expenses for these Series so that
    "Other Expenses" will not exceed 0.25% of the average daily net assets of
    the Series during the current fiscal year. Without this waiver the following
    would have been deducted:



<TABLE>
<CAPTION>
                                                                                                        TOTAL FUND
                                                                                              OTHER     OPERATING
                      UNDERLYING FUND                         MANAGEMENT FEES   12B-1 FEES   EXPENSES    EXPENSES
<S>                                                           <C>               <C>          <C>        <C>
- ------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Capital Opportunities Series-SM-         0.75%          N/A          0.36%       1.11%
- ------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Global Equity Series-SM-                 1.00%          N/A          3.28%       4.28%
- ------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- Growth Series-SM-                        0.75%          N/A          3.28%       4.03%
- ------------------------------------------------------------------------------------------------------------------
MFS-Registered Trademark- New Discovery Series-SM-                 0.90%          N/A          4.32%       5.22%
- ------------------------------------------------------------------------------------------------------------------
</TABLE>



(6) Each Series has an expense offset arrangement which reduces the Series'
    custodian fee based upon the amount of cash maintained by the Series with
    its custodian and dividend disbursing agent. Each Series may enter into
    other such arrangements and directed brokerage arrangements, which would
    also have the effect of reducing the Series' expenses. Expenses do not take
    into account these expense reductions, and are therefore higher than the
    actual expenses of the Series.



(7) "Management Fees" include fund administration fees. The fund's adviser or
    administrator has entered into an arrangement with Hartford Life under which
    Hartford Life is compensated for services it provides to the fund.

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

EXAMPLE


THE FOLLOWING EXAMPLE ILLUSTRATES SITUATIONS WHERE THE OPTIONAL DEATH BENEFIT IS
SELECTED AND TAKES INTO ACCOUNT THE PAYMENT ENHANCEMENT CREDITED ON A $1,000
INVESTMENT.



<TABLE>
<CAPTION>
                                                         If you annuitize your Contract at the
                                                         end of the applicable time
                                                         period you would pay the
                                                         following expenses on a
                 If you surrender your Contract at the   $1,000 investment, assuming             If you do not surrender your
                 end of the applicable time period you   a 5% annual return on assets.           Contract, you would pay the
                 would pay the following expenses on     This assumes recapture of the           following expenses on a $1,000
                 a $1,000 investment, assuming a 5%      Payment Enhance-                        investment, assuming a 5% annual
                 annual return on assets:                ments:                                  return on assets:
 SUB-ACCOUNT      1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS  1 YEAR  3 YEARS  5 YEARS  10 YEARS
 <S>             <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>        <C>     <C>      <C>      <C>
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Asset
   Allocation      $101     $157      $207       $301      $56      $ 82      $141       $300      $27     $ 83     $142     $301
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Bond            $102     $160      $212       $310      $57      $ 85      $146       $310      $28     $ 86     $146     $310
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Global Growth   $105     $167      $222       $332      $60      $ 92      $157       $331      $30     $ 92     $157     $332
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Global Small
  Capitalization   $105     $169      $227       $340      $60      $ 94      $161       $339      $31     $ 95     $161     $340
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Growth          $101     $156      $205       $297      $56      $ 81      $139       $296      $27     $ 82     $140     $297
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Growth-Income   $100     $155      $202       $292      $55      $ 80      $136       $291      $26     $ 80     $137     $292
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   International   $104     $164      $218       $323      $59      $ 89      $152       $322      $29     $ 90     $153     $323
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   New World       $106     $173      $232       $350      $61      $ 97      $166       $349      $32     $ 98     $167     $350
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin Real
   Estate
   Securities      $102     $160      $212       $310      $57      $ 85      $146       $310      $28     $ 86     $146     $310
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin Small
   Cap             $105     $167      $223       $334      $60      $ 92      $158       $333      $30     $ 93     $158     $334
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin
   Stategic
   Income
   Investments     $102     $159      $209       $306      $57      $ 84      $144       $305      $28     $ 85     $144     $306
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Money
   Market          $ 99     $150      $194       $275      $54      $ 74      $128       $274      $24     $ 75     $129     $275
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Capital
   Opportunities   $105     $167      $223       $334      $60      $ 92      $158       $333      $30     $ 93     $158     $334
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Emerging
   Growth          $103     $162      $215       $316      $58      $ 87      $149       $316      $29     $ 88     $150     $316
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Global
   Equity          $107     $175      $235       $356      $62      $100      $170       $356      $33     $100     $170     $356
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Growth        $105     $167      $222       $332      $60      $ 92      $157       $331      $30     $ 92     $157     $332
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Growth with
   Income          $103     $163      $216       $320      $58      $ 88      $150       $319      $29     $ 89     $151     $320
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS High Income   $105     $168      $224       $335      $60      $ 93      $158       $334      $31     $ 93     $159     $335
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS New
   Discovery       $106     $172      $231       $349      $61      $ 97      $165       $348      $32     $ 98     $166     $349
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Total
   Return          $104     $164      $218       $323      $59      $ 89      $152       $322      $29     $ 90     $153     $323
 -----------------------------------------------------------------------------------------------------------------------------------
 Mutual Shares
   Securities      $105     $167      $223       $334      $60      $ 92      $158       $333      $30     $ 93     $158     $334
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton Asset
   Allocation      $105     $168      $224       $335      $60      $ 93      $158       $334      $31     $ 93     $159     $335
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   Developing
   Markets         $109     $180      $243       $372      $64      $105      $178       $371      $35     $105     $178     $372
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   Global Growth   $106     $171      $229       $345      $61      $ 96      $163       $344      $32     $ 97     $164     $345
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   International   $106     $170      $228       $343      $61      $ 95      $162       $342      $31     $ 96     $163     $343
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


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

EXAMPLE


THE FOLLOWING EXAMPLE ILLUSTRATES SITUATIONS WHERE THE OPTIONAL DEATH BENEFIT IS
NOT SELECTED AND TAKES INTO ACCOUNT THE PAYMENT ENHANCEMENT CREDITED ON A $1,000
INVESTMENT.



<TABLE>
<CAPTION>
                                                         If you annuitize your Contract at the
                                                         end of the applicable time
                                                         period you would pay the
                                                         following expenses on a
                 If you surrender your Contract at the   $1,000 investment, assuming             If you do not surrender your
                 end of the applicable time period you   a 5% annual return on assets.           Contract, you would pay the
                 would pay the following expenses on     This assumes recapture of the           following expenses on a $1,000
                 a $1,000 investment, assuming a 5%      Payment Enhance-                        investment, assuming a 5% annual
                 annual return on assets:                ments:                                  return on assets:
 SUB-ACCOUNT      1 YEAR   3 YEARS   5 YEARS   10 YEARS   1 YEAR   3 YEARS   5 YEARS   10 YEARS  1 YEAR  3 YEARS  5 YEARS  10 YEARS
 <S>             <C>      <C>       <C>       <C>        <C>      <C>       <C>       <C>        <C>     <C>      <C>      <C>
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Asset
   Allocation      $100     $153      $199       $285      $55      $ 78      $133       $285      $25     $ 78     $134     $285
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Bond            $101     $156      $204       $295      $56      $ 80      $138       $294      $26     $ 81     $139     $295
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Global Growth   $103     $162      $215       $316      $58      $ 87      $149       $316      $29     $ 88     $150     $316
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Global Small
  Capitalization   $104     $165      $219       $325      $59      $ 90      $153       $324      $29     $ 90     $154     $325
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Growth          $ 99     $151      $197       $281      $54      $ 76      $131       $280      $25     $ 77     $132     $281
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   Growth-Income   $ 99     $150      $194       $276      $54      $ 75      $128       $275      $24     $ 75     $129     $276
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   International   $102     $159      $210       $307      $57      $ 84      $144       $306      $28     $ 85     $145     $307
 -----------------------------------------------------------------------------------------------------------------------------------
 American Funds
   New World       $105     $168      $224       $335      $60      $ 93      $158       $334      $31     $ 93     $159     $335
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin Real
   Estate
   Securities      $101     $156      $204       $295      $56      $ 80      $138       $294      $26     $ 81     $139     $295
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin Small
   Cap             $103     $163      $216       $319      $58      $ 88      $150       $318      $29     $ 88     $151     $319
 -----------------------------------------------------------------------------------------------------------------------------------
 Franklin
   Strategic
   Income
   Investments     $100     $154      $202       $291      $55      $ 79      $136       $290      $26     $ 80     $136     $291
 -----------------------------------------------------------------------------------------------------------------------------------
 Hartford Money
   Market          $ 97     $145      $186       $259      $52      $ 70      $120       $258      $23     $ 70     $121     $259
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Capital
   Opportunities   $103     $163      $216       $319      $58      $ 88      $150       $318      $29     $ 88     $151     $319
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Emerging
   Growth          $101     $157      $207       $301      $56      $ 82      $141       $300      $27     $ 83     $142     $301
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Global
   Equity          $106     $170      $228       $342      $61      $ 95      $162       $341      $31     $ 96     $163     $342
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Growth        $103     $162      $215       $316      $58      $ 87      $149       $316      $29     $ 88     $150     $316
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Growth with
   Income          $102     $158      $208       $304      $57      $ 83      $143       $303      $27     $ 84     $143     $304
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS High Income   $103     $163      $216       $320      $58      $ 88      $150       $319      $29     $ 89     $151     $320
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS New
   Discovery       $105     $167      $223       $334      $60      $ 92      $158       $333      $30     $ 93     $158     $334
 -----------------------------------------------------------------------------------------------------------------------------------
 MFS Total
   Return          $102     $159      $210       $307      $57      $ 84      $144       $306      $28     $ 85     $145     $307
 -----------------------------------------------------------------------------------------------------------------------------------
 Mutual Shares
   Securities      $103     $163      $216       $319      $58      $ 88      $150       $318      $29     $ 88     $151     $319
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton Asset
   Allocation      $103     $163      $216       $320      $58      $ 88      $150       $319      $29     $ 89     $151     $320
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   Developing
   Markets         $107     $175      $236       $357      $62      $100      $170       $357      $33     $101     $171     $357
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   Global Growth   $104     $166      $221       $330      $59      $ 91      $156       $329      $30     $ 92     $156     $330
 -----------------------------------------------------------------------------------------------------------------------------------
 Templeton
   International   $104     $166      $220       $328      $59      $ 91      $155       $327      $30     $ 91     $155     $328
 -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>

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

HIGHLIGHTS

HOW DO I PURCHASE THIS ANNUITY?

You must complete our application or order request and submit it to us for
approval with your first Premium Payment. Your first Premium Payment must be at
least $10,000 and subsequent Premium Payments must be at least $500, unless you
take advantage of our InvestEase-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 Annuity without paying a Contingent Deferred Sales
    Charge. You may bear the investment risk for your Premium Payment prior to
    our receipt of your request for cancellation.

WHAT ARE PAYMENT ENHANCEMENTS?

Each time you make a Premium Payment, Hartford will credit your Contract Value
with a Payment Enhancement. The amount of the Payment Enhancement is based on
your cumulative Premium Payments.


Hartford has developed a variety of variable annuities to help you meet your
goals. We issue variable annuities that do not have Payment Enhancements, but
that do have lower Mortality and Expense Risk Charges and shorter Contingent
Deferred Sales Charge periods than this annuity. When you talk to your financial
adviser, you should make sure that an annuity with a Payment Enhancement is a
suitable investment for you.


WHAT TYPE OF SALES CHARGE WILL I PAY?


You don't pay a sales charge when you purchase your Annuity. We may charge you a
Contingent Deferred Sales Charge when you partially or fully Surrender your
Annuity. The Contingent Deferred Sales Charge will depend on the length of time
the Premium Payment you made has been in your Annuity. Each Premium Payment has
its own Contingent Deferred Sales Charge period. The Contingent Deferred Sales
Charge is a percentage of the amount surrendered and is equal to:



<TABLE>
<CAPTION>
 NUMBER OF
 YEARS FROM
  PREMIUM     CONTINGENT DEFERRED
  PAYMENT        SALES CHARGE
<S>           <C>
- ---------------------------------
One Year             8%
- ---------------------------------
Two Years            8%
- ---------------------------------
Three Years          8%
- ---------------------------------
Four Years           8%
- ---------------------------------
Five Years           7%
- ---------------------------------
Six Years            6%
- ---------------------------------
Seven Years          5%
- ---------------------------------
Eight Years          0%
- ---------------------------------
</TABLE>


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

x  The Annual Withdrawal Amount

x  Premium Payments that have been in your Annuity for more than seven years

x  Payment Enhancements or earnings

x  Distributions made due to death

x  Most payments we make to you as part of your Annuity 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 Annuity, if, on either of those dates, the value of your
Annuity is less than $50,000.

WHAT CHARGES WILL I PAY ON AN ANNUAL BASIS?

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

A mortality and expense risk charge that is subtracted daily and is equal to an
annual charge of 1.50% of your Contract Value invested in the Funds.

The second type of charge is the fee you pay for the Separate Account. This
charge is:

An administrative charge is .15% per annum of the Contract Value held in the
Separate Account.


The third type of charge is the fee you pay for the Funds. Please see the Annual
Fund Operating Expenses table for more complete information and the Funds'
prospectuses accompanying this prospectus.


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

CAN I TAKE OUT ANY OF MY MONEY?


You may Surrender all or part of the amounts you have invested at any time
before we start making Annuity Payouts. 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 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
<PAGE>
12                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
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 Annuity minus any Payment Enhancements credited in
  the 12 months prior to the date we calculate the Death Benefit, or,

- - Your Maximum Anniversary Value, which is described below, minus any Payment
  Enhancements credited in the 12 months prior to the date we calculate the
  Death Benefit.

The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments, Payment Enhancements 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 and Payment
Enhancements made since that anniversary and reduced by the dollar amount of any
partial Surrenders since that anniversary. The Maximum Anniversary Value is
equal to the greatest Anniversary Value attained from this series of
calculations.

If you elect the Optional Death Benefit at an additional charge, the Death
Benefit will be the greater of:


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


- - the Contract Value of your Annuity minus any Payment Enhancements created in
  the 12 months prior to the date we calculate the Death Benefit,


- - your Maximum Anniversary Value, minus any Payment Enhancements credited in the
  12 months prior to the date we calculate the Death Benefit;



- - your Interest Accumulation Value.


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


The Optional Death Benefit calculation will be different if you elect to add the
Optional Death Benefit after you purchase your Annuity.


WHAT ANNUITY PAYOUT OPTIONS ARE AVAILABLE?


When it comes time for us to make Annuity 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,
Joint and Last Survivor Life with Payments for a Period Certain and Payment For
a Period Certain. We may make other Annuity Payout Options available at any
time.



You must begin to take Annuity Payouts by the Annuitant's 90th birthday or the
end of the 10th Contract Year, whichever is later, unless you elect a later date
to begin receiving payments subject to the laws and regulations then in effect
and our approval. In Maryland, Massachusetts, Oregon or Alabama, you must begin
to take Annuity Payouts by the Annuitant's 90th birthday or the end of the 12th
Contract Year. If you do not tell us what Annuity Payout Option you want before
that time, we will make payments under Life Annuity with a 10 year Period
Certain Annuity Option.


GENERAL CONTRACT INFORMATION
- --------------------------------------------------------------------------------

HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company is a stock life insurance company engaged in the
business of writing life insurance, both individual and group, in all states of
the United States as well as the District of Columbia. We were originally
incorporated under the laws of Massachusetts on June 5, 1902, and subsequently
redomiciled to Connecticut. Our offices are located in Simsbury, Connecticut;
however, our mailing address is P.O. Box 2999, Hartford, CT 06104-2999. We are
ultimately controlled by The Hartford Financial Services Group, Inc., one of the
largest financial service providers in the United States.

                               HARTFORD'S RATINGS

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

THE SEPARATE ACCOUNT

The Separate Account is where we set aside and invest the assets of some of our
annuity contracts, including this Contract. The Separate Account was established
on December 8, 1986 and is registered as a unit investment trust under the
Investment Company Act of 1940. This registration does not involve supervision
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               13
- --------------------------------------------------------------------------------
by the Commission 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 the benefit of you and other Contract Owners, and the persons
  entitled to the payments 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 which
  holds assets of other variable annuity contracts offered by the Separate
  Account which are not described in this Prospectus.

- - Is credited with income and gains, and takes losses, whether or not realized,
  from the assets it holds.

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

THE FUNDS

The American Funds Asset Allocation Fund, American Funds Bond Fund, American
Fund Global Growth Fund, American Funds Global Small Capitalization Fund,
American Funds Growth Fund, American Funds Growth-Income Fund, American Funds
International Fund and American Funds New World Fund are all part of American
Funds Insurance Series. American Funds Insurance Series is a fully managed,
diversified, open-end investment company organized as a Massachusetts business
trust in 1983. American Funds Insurance Series offers two classes of fund
shares: Class 1 shares and Class 2 shares. This Annuity invests only in Class 2
shares of American Funds Insurance Series. The investment adviser for each of
the funds of American Funds Insurance Series is Capital Research and Management
Company located at 333 South Hope Street, Los Angeles, California 90071. Capital
Research and Management Company is a wholly owned subsidiary of The Capital
Group Companies, Inc.

The Hartford Money Market HLS Fund is sponsored and administered by Hartford
Life Insurance Company. HL Investment Advisers, LLC located at 200 Hopmeadow
Street, Simsbury, Connecticut, serves as the investment adviser to the Fund. The
Hartford Investment Management Company serves as sub-investment adviser and
provides day to day investment services. The Fund is a separate Maryland
corporation registered with the Securities and Exchange Commission as an
open-end management investment company. Shares of the Fund have been divided
into Class IA and Class IB. Only Class IA shares are available in this Annuity.

The MFS-Registered Trademark- Capital Opportunities Series,
MFS-Registered Trademark- Emerging Growth Series, MFS-Registered Trademark-
Global Equity Series, MFS-Registered Trademark- Growth Series,
MFS-Registered Trademark- Growth with Income Series, MFS-Registered Trademark-
High Income Series, MFS-Registered Trademark- New Discovery Series, and
MFS-Registered Trademark- Total Return Series are series of the
MFS-Registered Trademark- Variable Insurance Trust(SM). The MFS Variable
Insurance Trust(SM) is a professionally managed open-end management investment
company. The MFS Variable Insurance Trust(SM) is registered as a Massachusetts
business trust. MFS Investment Management-Registered Trademark- serves as the
investment adviser to each of the Series of the MFS-Registered Trademark-
Variable Insurance Trust(SM). MFS Investment Management-Registered Trademark- is
located at 500 Boylston Street, Boston, Massachusetts 02116.

Franklin Strategic Income Investments Fund, Templeton Asset Allocation Fund and
Templeton International Fund are all part of the Templeton Variable Products
Series Fund. The Templeton Variable Products Series Fund is an open-end, managed
investment company which was organized as a Massachusetts business trust on
Feburary 25, 1988. Templeton Variable Product Series Fund offers Class 1 and
Class 2 shares. Class 2 shares of Templeton Asset Allocation Fund and Templeton
International Fund are currently available in this Annuity. The investment
manager of these funds is Templeton Investment Counsel, Inc. located at 500 East
Broward Boulevard, Fort Lauderdale, Florida 33394-3091. Class 1 shares of the
Franklin Strategic Income Investments Fund are currently available in this
annuity. The investment manager of this fund is Franklin Advisers, Inc., located
at 777 Mariners Island Blvd, P.O. Box 7777, San Mateo, California, 94403-7777.
Templeton Investment Counsel, Inc. and Franklin Advisers, Inc. are wholly owned
by Franklin Resources, Inc. a publicly owned company engaged in the financial
services industry through its subsidiaries.

The Real Estate Securities Fund, Small Cap Fund, Mutual Shares Securities Fund,
Templeton Developing Markets Equity Fund and Templeton Global Growth Fund are
all part of the Franklin Templeton Variable Insurance Products Trust. The
Franklin Templeton Variable Insurance Products Trust is an open-end managed
investment company which was organized as a Massachusetts business trust on
April 26, 1988. Franklin Templeton Variable Insurance Products Trust currently
offers Class 1 and Class 2 shares. Class 2 shares of each Fund are available in
this Annuity, except that Class 1 shares of Templeton Developing Markets Equity
Fund are available. The investment manager of the Real Estate Securities Fund
and the Small Cap Fund is Franklin Advisers, Inc. located at 777 Mariners Island
Blvd. P.O. Box 7777, San Mateo, California 94403-777. The investment manager of
Mutual Shares Securities Fund is Franklin Mutual Advisers, LLC, located at 51
John F. Kennedy Parkway, Short Hills, New Jersey, 07078. The investment manager
of Templeton Global Growth Fund is Templeton Global Advisers Limited, located at
Lyford Cay, Nassau, N.P. Bahamas. The investment manager of Templeton Developing
Markets Equity Fund is Templeton Asset Management Ltd., located at 7 Temasek
Blvd. #38-03, Suntec Tower One, Singapore, 038987. The funds' investment
managers and their affiliates manage over $216 billion in assets as of
March 31, 1999.

We do not guarantee the investment results of any of the underlying Funds. Since
each underlying Fund has different investment
<PAGE>
14                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
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 contact your registered
representative for current information about availability.

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

AMERICAN FUNDS ASSET ALLOCATION FUND -- Seeks high total return, including
income and capital gains, consistent with the preservation of capital over the
long term through a diversified portfolio that can include common stocks and
other equity-type securities, bonds and other intermediate and long-term fixed
income securities and money market instruments in any combination.

AMERICAN FUNDS BOND FUND -- Seeks to provide as high a level of current income
as is consistent with the preservation of capital by investing primarily in
fixed-income securities.

AMERICAN FUNDS GLOBAL GROWTH FUND -- Seeks long-term growth of capital by
investing primarily in common stocks of issuers domiciled around the world.

AMERICAN FUNDS GLOBAL SMALL CAPITALIZATION FUND -- Seeks long-term growth of
capital by investing primarily in equity securities of smaller companies located
around the world that typically have market capitalizations of $50 million to
$1.2 billion.

AMERICAN FUNDS GROWTH FUND -- Seeks long-term growth of capital by investing
primarily in common stocks which demonstrate the potential for appreciation.

AMERICAN FUNDS GROWTH-INCOME FUND -- Seeks growth of capital and income by
investing primarily in common stocks or other securities which demonstrate the
potential for appreciation and/or dividends.

AMERICAN FUNDS INTERNATIONAL FUND -- Seeks long-term growth of capital by
investing primarily in common stocks of issuers domiciled outside of the United
States.

AMERICAN FUNDS NEW WORLD FUND -- Seeks long-term growth of capital by investing
primarily in common stocks of issuers with significant exposure to countries
with developing economies and/or markets. The Fund may also invest in debt
securities, including high-yield, high risk bonds.

REAL ESTATE SECURITIES FUND -- Seeks capital appreciation. Its secondary goal is
to earn current income.

SMALL CAP FUND -- Seeks long-term capital growth.

FRANKLIN STRATEGIC INCOME INVESTMENTS FUND -- Seeks to earn a high level of
current income. Its secondary goal is long-term capital appreciation.

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

MFS-REGISTERED TRADEMARK- CAPITAL OPPORTUNITIES SERIES -- Seeks capital
appreciation.

MFS-REGISTERED TRADEMARK- EMERGING GROWTH SERIES -- Seeks to provide long-term
growth of capital.

MFS-REGISTERED TRADEMARK- GLOBAL EQUITY SERIES -- Seeks capital appreciation.

MFS-REGISTERED TRADEMARK- GROWTH SERIES -- Seeks to provide long-term growth of
capital and future income rather than current income.

MFS-REGISTERED TRADEMARK- GROWTH WITH INCOME SERIES -- Seeks to provide
reasonable current income and long-term growth of capital and income.

MFS-REGISTERED TRADEMARK- HIGH INCOME SERIES -- Seeks high current income by
investing primarily in a professionally managed diversified portfolio of fixed
income securities, some of which may involve equity features.

MFS-REGISTERED TRADEMARK- NEW DISCOVERY SERIES -- Seeks capital appreciation.

MFS-REGISTERED TRADEMARK- TOTAL RETURN SERIES -- Seeks primarily to provide
above-average income (compared to a portfolio invested in equity securities)
consistent with the prudent employment of capital, and secondarily to provide a
reasonable opportunity for growth of capital and income.

MUTUAL SHARES SECURITIES FUND -- Seeks capital appreciation. Its secondary goal
is income.

TEMPLETON ASSET ALLOCATION FUND -- Seeks high total return.

TEMPLETON DEVELOPING MARKETS EQUITY FUND -- Seeks long-term capital
appreciation.

TEMPLETON GLOBAL GROWTH FUND -- Seeks long-term capital growth.

TEMPLETON INTERNATIONAL FUND -- Seeks long-term capital growth

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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               15
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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.

THE 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, Payment Enhancements 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 PLUS") 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
<PAGE>
16                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------
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. This Program may not be
available in all states; please contact us to determine if it is available in
your state.


You may only have one DCA program in place at one time. There is no charge for
Dollar Cost Averaging.


THE CONTRACT
- --------------------------------------------------------------------------------

PURCHASES AND CONTRACT VALUE

WHAT TYPES OF CONTRACTS ARE AVAILABLE?

The Contract is an individual or group tax-deferred variable annuity contract.
It is designed for retirement planning purposes and may be purchased by any
individual, group or trust, including:

- - Any trustee or custodian for a retirement plan qualified under
  Sections 401(a) or 403(a) of the Code;

- - Annuity purchase plans adopted by public school systems and certain tax-exempt
  organizations according to Section 403(b) of the Code;

- - Individual Retirement Annuities adopted according to Section 408 of the Code;

- - Employee pension plans established for employees by a state, a political
  subdivision of a state, or an agency of either a state or a political
  subdivision of a state, and

- - Certain eligible deferred compensation plans as defined in Section 457 of the
  Code.

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

HOW DO I PURCHASE A CONTRACT?


You may purchase a Contract by completing and submitting an application or an
order request along with an initial Premium Payment. For most Contracts, the
minimum Premium Payment is $10,000. For additional Premium Payments, the minimum
Premium Payment is $500. Under certain situations, we may allow smaller Premium
Payments, for example, if you enroll in our InvestEase(-Registered Trademark-)
Program or are part of certain tax qualified retirement plans. Prior approval is
required for Premium Payments of $1,000,000 or more. In Maryland, Massachusetts,
Oregon and Alabama, Premium Payments may only be made during the first Contract
Year.


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

HOW ARE PREMIUM PAYMENTS APPLIED TO MY CONTRACT?


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


If the request or other information accompanying the Premium Payment is
incomplete when received, we will hold the money in a non-interest bearing
account for up to five Valuation Days while we try to obtain complete
information. If we cannot obtain the information within five Valuation Days, we
will either return the Premium Payment and explain why the Premium Payment could
not be processed or keep the Premium Payment if you authorize us to keep it
until you provide the necessary information.
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HARTFORD LIFE INSURANCE COMPANY                                               17
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WHAT ARE PAYMENT ENHANCEMENTS?

Each time you make a Premium Payment to your Contract, Hartford will credit your
Contract Value with a Payment Enhancement. The Payment Enhancement is based on
your cumulative Premium Payments and is equal to:

x  3% of the Premium Payment if your cumulative Premium Payments are less than
   $50,000.

x  4% of the Premium Payment if your cumulative Premium Payments are $50,000 or
   more.

If you make a subsequent Premium Payment that increases your cumulative Premium
Payments to $50,000 or more, Hartford will credit an additional Payment
Enhancement to your Contract Value equal to 1% of your prior Premium Payments.

The Payment Enhancements will be allocated to the same Accounts and in the same
proportion as your Premium Payment.

DO I ALWAYS GET TO KEEP MY PAYMENT ENHANCEMENTS?

You won't always get to keep the Payment Enhancements credited to your Contract
Value. Hartford will take back or "recapture" some or all of the Payment
Enhancements under certain circumstances:

- - Hartford will take back the Payment Enhancements we credit to your Contract
  Value if you cancel your Contract during the "Right to Examine" period
  described in your Contract.

- - Hartford will deduct any Payment Enhancements credited to your Contract Value
  in the 24 months prior to the Annuity Calculation Date when we determine the
  amount available for Annuity Payouts.

- - Hartford will also exclude any Payment Enhancements credited to your Contract
  Value in the 12 months prior to the date we calculate the Death Benefit when
  determining the Death Benefit payable.

- - Hartford will deduct all Payment Enhancements credited during a period of
  eligible confinement to a hospital, nursing home or other qualified long-term
  care facility under the Waiver of Sales Charge Rider if you request a full or
  partial Surrender.

DO PAYMENT ENHANCEMENTS ALWAYS BENEFIT ME?


Not all of the time. Hartford issues a variety of variable annuities designed to
meet different retirement planning goals. Some of our variable annuities have no
Payment Enhancement, some have lower mortality and expense risk charges and
still others have no Contingent Deferred Sales Charge. You and your financial
adviser should decide if you may be better off in certain circumstances with one
of our other variable annuities. You and your financial adviser should consider
some of the following factors when determining which annuity is appropriate for
you:


- - The length of time that you plan to continue to own your Contract.

- - The frequency, amount and timing of any partial Surrenders.

- - The amount of your Premium Payments.

- - When you plan to annuitize your Contract.


- - Whether you might experience an event that results in the loss of some or all
  of the Payment Enhancements.



We recapture the Payment Enhancements credited in the 24 months prior to the
Annuity Calculation Date, in the 12 months prior to the date we receive notice
of death, and under certain circumstances, if you are confined to a nursing
home. It might not be beneficial to purchase this Annuity if you know that you
will experience an event that will require Hartford to take back these Payment
Enhancements. In addition, although this Annuity's fees and charges are lower
than many annuities that add a "bonus" or Payment Enhancement, the expenses are
higher than some variable annuities without a Payment Enhancement. Over the life
of the Annuity, the Payment Enhancements you receive may be more than offset by
the higher expenses.


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. Hartford will not pay you the Payment Enhancements
credited to your Contract Value if you elect to cancel your Contract.

HOW IS THE VALUE OF MY CONTRACT CALCULATED BEFORE THE ANNUITY CALCULATION 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 and Payment Enhancements are credited to your
Sub-Accounts, they are converted into Accumulation Units by dividing the sum of
your Premium Payments and Payment Enhancements, 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 a
<PAGE>
18                                               HARTFORD LIFE INSURANCE COMPANY
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Sub-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 charges,
  including administrative charges or the 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 and Oregon, we may:

- - Require a minimum time period between each transfer,

- - Limit the dollar amount that may be transferred on any one Valuation Day, and

- - Not accept transfer requests from an agent acting under a power of attorney
  for more than one Contract Owner.

We also have a restriction in place that involves individuals who act under a
power of attorney for multiple Contract Owners. If the value of the Contract
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 TRANSFERS -- In most states, you can make transfers by calling us at
(800) 862-6668. Hartford, our agents or our affiliates are not responsible for
losses resulting from telephone requests that we believe are genuine. We will
use reasonable procedures to confirm that telephone instructions are genuine,
including requiring that callers provide certain identification information and
recording all telephone transfer instructions. We reserve the right to suspend,
modify, or terminate telephone transfer privileges at any time.


POWER OF ATTORNEY -- You may authorize another person to make transfers on your
behalf by submitting a completed Power of Attorney form. Once we have the
completed form on file, we will accept transfer instructions, 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

There are 6 charges and fees associated with the Contract and the Optional Death
Benefit Charge:

1.  THE CONTINGENT DEFERRED SALES CHARGE

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


We assess a Contingent Deferred Sales Charge when you request a full or partial
Surrender. The percentage of the Contingent Deferred Sales Charge is based on
how long your Premium Payments have been in the Contract. Each Premium Payment
has its own Contingent Deferred Sales Charge schedule. Premium Payments are
Surrendered in the order in which they

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HARTFORD LIFE INSURANCE COMPANY                                               19
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were received. The longer you leave your Premium Payments in the Contract, the
lower the Contingent Deferred Sales Charge will be when you Surrender. The
Contingent Deferred Sales Charge assessed will not exceed the Premium Payments.


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

<TABLE>
<CAPTION>
NUMBER OF YEARS FROM  CONTINGENT DEFERRED
  PREMIUM PAYMENT        SALES CHARGE
<S>                   <C>
- -----------------------------------------
         1                   8%
- -----------------------------------------
         2                   8%
- -----------------------------------------
         3                   8%
- -----------------------------------------
         4                   8%
- -----------------------------------------
         5                   7%
- -----------------------------------------
         6                   6%
- -----------------------------------------
         7                   5%
- -----------------------------------------
     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 10% of
  your total Premium Payments or $3,000, without charging a Contingent Deferred
  Sales Charge.



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



- - That means we would Surrender the entire $10,000 initial Premium Payment and
  deduct a Contingent Deferred Sales Charge of 7% on that amount or $700.00.



- - The remaining $2,000 will come from the additional Premium Payment made one
  year ago and we will deduct a Contingent Deferred Sales Charge of 8% of the
  $2,000 or $160.00.



- - The total Contingent Deferred Sales Charge is $860.00.



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

________________________________________________________________________________

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

- - ANNUAL WITHDRAWAL AMOUNT: During the first seven Contract Years, you may, each
  Contract Year, take partial Surrenders up to 10% of the total Premium
  Payments. If you do not take 10% one year, you may not take more than 10% the
  next year. These amounts are different for Contracts issued to a Charitable
  Remainder Trust.


- - SURRENDERS MADE FROM PREMIUM PAYMENTS AFTER THE SEVENTH CONTRACT YEAR. After
  the seventh Contract Year, you may take the total of: (a) all of your
  earnings, (b) all Premium Payments held in your Contract for more than seven
  years, (c) Payment Enhancements credited for more than seven years, and
  (d) 10% of Premium Payments made during the last seven years.


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 consecutive 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 by Medicare 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 91 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. ONCE YOU ELECT THIS WAIVER, HARTFORD
  WILL NOT ACCEPT ANY SUBSEQUENT PREMIUM PAYMENTS. IN ADDITION, IF YOU REQUEST A
  FULL OR PARTIAL SURRENDER DURING CONFINEMENT, WE WILL DEDUCT FROM YOUR
  CONTRACT VALUE ANY PAYMENT ENHANCEMENTS CREDITED DURING THE TIME YOU WERE
  CONFINED.

- - 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.

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 the commencement of Annuity Payouts. The Contingent Deferred Sales Charge
  is not deducted when we begin to make Annuity Payouts. We will charge a
  Contingent Deferred Sales Charge if the Contract is fully or partially
  Surrendered during the Contingent Deferred Sales Charge period under an
  Annuity Payout Option which allows Surrenders.
<PAGE>
20                                               HARTFORD LIFE INSURANCE COMPANY
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- - Upon cancellation during the Right to Cancel Period.

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 1.50% of Sub-Account Value (estimated at 0.95% for
mortality and 0.55% for expenses). The mortality and expense risk charge is
broken into charges for mortality risks and for an expense risk:


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

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

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

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

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

3.  ANNUAL MAINTENANCE FEE

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

For administration, we apply a daily charge at the rate of .15% per annum
against all Contract Values held in the Separate Account during both the
accumulation and annuity phases of the Contract. There is not necessarily a
relationship between the amount of administrative charge imposed on a given
Contract and the amount of expenses that may be attributable to that Contract;
expenses may be more or less than the charge.

5.  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
when Annuity Payouts begin. 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 Calculation 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.

6.  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 charges are
described in the Funds' prospectuses accompanying this Prospectus.

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


PAYMENT ENHANCEMENTS -- No specific charges are assessed to cover the expenses
of the Payment Enhancement. Rather, the combination of charges and fees within
the Annuity, including the Mortality and Expense Risk Charge and the Contingent
Deferred Sales Charge, are set at a level sufficient to cover the cost of
offering the enhancements. As with all of its investment products, Hartford
expects to make a profit on the sale of these Annuities, however, there are no
additional profits inherent with the structure of this Annuity when compared
with any other product we offer.


WE MAY OFFER, IN OUR DISCRETION, REDUCED FEES AND CHARGES INCLUDING, BUT NOT
LIMITED TO CONTINGENT DEFERRED SALES
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               21
- --------------------------------------------------------------------------------
CHARGES, THE MORTALITY AND EXPENSE RISK CHARGE, ANY APPLICABLE ADMINISTRATIVE
CHARGE, THE OPTIONAL DEATH BENEFIT 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 Annuity minus any Payment Enhancements credited in
  the 12 months prior to the date we calculate the Death Benefit; or

- - The Maximum Anniversary Value, which is described below, minus Payment
  Enhancements credited in the 12 months prior to the date we calculate the
  Death Benefit.


The Maximum Anniversary Value is based on a series of calculations on Contract
Anniversaries of Contract Values, Premium Payments, Payment Enhancements 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 and
Payment Enhancements credited 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 fee. The
Optional Death Benefit adds the Interest Accumulation Value to the Death Benefit
calculation.

If you elect the Optional Death Benefit, the Death Benefit prior to the
deceased's date of death or the deceased's 81st birthday, whichever is earlier,
will be the greater of:

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

- - The Contract Value on the date the death certificate or other legal document
  acceptable to us is received; or

- - The Maximum Anniversary Value, minus any Payment Enhancements credited in the
  12 months prior to the date we calculate the Death Benefit.


- - The Interest Accumulation Value described below.


The Interest Accumulation Value prior to the deceased's date of death or 81st
birthday, whichever is earlier is equal to:

- - Your Contract Value of your Annuity minus any Payment Enhancements credited in
  the 12 months prior to the date we calculate the Death Benefit;


- - Plus any Premium Payments made; but not including any Payment Enhancements
  credited;


- - Minus any partial Surrenders;

- - Compounded daily at an annual rate of 5.0%.

If you have taken any partial Surrenders, the Interest Accumulation Value will
be adjusted to reduce 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 and Payment Enhancements 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 Surrenders.


If you elect the Optional Death 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 .15% of your Contract Value invested in the Funds. The Optional
Death Benefit may not be available if the Contract Owner or Annuitant is age 75
or older. The Optional Death Benefit is not available in the states of
Washington or New York.



If you elect the Optional Death Benefit after you purchase your Annuity, your
Optional Death Benefit Calculation will be:


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


- - Minus any Payment Enhancements credited on or before we add the Optional Death
  Benefit;



- - Plus any Premium Payments made after the Optional Death Benefit is added, but
  not including any Payment Enhancements credited;


- - Minus any partial surrenders after the Optional Death Benefit is added;
<PAGE>
22                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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

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 death if the death occurred
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 the Beneficiary is the Contract Owner's
spouse, the Beneficiary may elect to continue the Contract as the contract
owner, receive the death benefit in one lump sum payment or elect an Annuity
Payout Option. This spousal continuation is available only once for each
Contract. If the beneficiary elects to continue the Contract, we will adjust the
Contract Value to equal the amount that we would have paid as the Death Benefit.


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           Death Benefit is paid to
                              living                      Contingent Annuitant        the Contract Owner and not
                                                                                      the designated
                                                                                      Beneficiary.
- ----------------------------------------------------------------------------------------------------------------
Annuitant                     The Contract Owner is       The Contingent Annuitant    Contingent Annuitant
                              living                      is living                   becomes the Annuitant, and
                                                                                      the Contract continues.
</TABLE>

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

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 paid in a lump sum. 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. A Contingent Deferred Sales Charge may be deducted. 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
Option. 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 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, (b) the SEC permits and
orders postponement or (c) the SEC determines that an emergency exists to
restrict valuation.

WRITTEN REQUESTS -- To request a full or partial Surrender, complete a Surrender
Form or send us a letter, signed by you, stating:

- - the dollar amount that you want to receive, either before or after we withhold
  taxes and deduct for any applicable charges,

- - your tax withholding amount or percentage, if any, and

- - your mailing address.
<PAGE>
24                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 federal income tax penalty of 10%.

WE ENCOURAGE YOU TO CONSULT WITH YOUR TAX ADVISER BEFORE MAKING ANY SURRENDERS.
PLEASE SEE THE "FEDERAL TAX CONSIDERATIONS" SECTION FOR MORE INFORMATION.

ANNUITY PAYOUTS
- --------------------------------------------------------------------------------

THIS SECTION DESCRIBES WHAT HAPPENS WHEN WE BEGIN TO MAKE REGULAR ANNUITY
PAYOUTS FROM YOUR CONTRACT. YOU, AS THE CONTRACT OWNER, SHOULD ANSWER FIVE
QUESTIONS:

1.  When do you want Annuity Payouts to begin?

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

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

4.  What is the Assumed Investment Return?

5.  Do you want 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. You may elect
a later Annuity Commencement Date if we allow and subject to the laws and
regulations then in effect. In Maryland, Massachusetts, Oregon and Alabama, the
Annuity Commencement Date cannot be deferred beyond the Annuitant's 90th
birthday or the end of the 12th Contract Year. 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. We will deduct any Payment Enhancements credited in the 24
months before the Annuity Calculation Date from your Contract Value when we
determine the amount available for Annuity Payouts.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               25
- --------------------------------------------------------------------------------

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 more than 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 "Death Benefit Remaining with the Company" 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.


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 the remaining value will be paid to
the Beneficiary. The remaining value is equal to the Contract Value on the
Annuity Calculation Date minus any Premium Tax and the Annuity Payouts already
made. This option is only available for Variable Dollar Amount Annuity Payouts
using the 5% Assumed Investment Return.



LIFE ANNUITY WITH PAYMENTS FOR A PERIOD CERTAIN -- We make monthly Annuity
Payouts during the lifetime of the Annuitant but Annuity Payouts are at least
guaranteed for the number of years you select with a minimum of 10 years. If, at
the death of the Annuitant, Annuity Payouts have been made for less than the
minimum elected number of months, then the Beneficiary may elect to continue the
remaining Annuity Payouts or receive the present value of the amount of the
remaining Annuity Payouts.



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 10 years and 100 years minus the Annuitant's age. If the
Annuitant and the Joint Annuitant both die before the guaranteed number of years
have passed, then the Beneficiary has two options, (a) continue Annuity Payouts
for the remainder of the guaranteed number of years or (b) receive the Commuted
Value in one sum.


When choosing this option, you must decide what will happen to the Annuity
Payouts after the first Annuitant dies. You must select Annuity Payouts that:

- - Remain the same at 100%, or

- - Decrease to 66.67%, or

- - Decrease to 50%.


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



PAYMENT FOR A PERIOD CERTAIN -- We will make Annuity Payouts for the number of
years that you select. You can select any number of years between 10 years and
100 years minus the 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.


IMPORTANT INFORMATION:

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

- - For Non-Qualified Contracts, if you do not elect an Annuity Payout Option,
  fixed Annuity Payouts will automatically begin on the Annuity Commencement
  Date under the Life Annuity with Payments for a 10 Year Period Certain.


- - For Qualified Contracts and Contracts issued in Texas, if you do not elect an
  Annuity Payout Option, fixed Annuity Payouts will begin automatically on the
  Annuity Commencement Date, under the Life Annuity Payout Option.


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

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

5.  DO YOU WANT 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-dollar amount Annuity Payout Option tables in
your Contract.

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

The dollar amount of the first variable Annuity Payout depends on:

- - the Annuity Payout Option chosen,

- - the Annuitant's attained age and gender (if applicable), and,

- - the applicable annuity purchase rates based on the 1983a Individual Annuity
  Mortality table

- - the Assumed Investment Return

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

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

Annuity Units for each Sub-Account multiplied by Annuity Unit Value 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.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               27
- --------------------------------------------------------------------------------

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

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

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

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

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

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

HOW CONTRACTS ARE SOLD -- Hartford Securities Distribution Company, Inc. ("HSD")
serves as Principal Underwriter for the securities issued with respect to the
Separate Account. 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.

LEGAL MATTERS AND EXPERTS

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

Counsel with respect to federal laws and regulations applicable to the issue and
sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
Senior Vice President, General
<PAGE>
28                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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 report with respect
thereto, and are included herein in reliance upon the authority of said firm as
experts in giving said report. 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: (800) 862-6668 (Contract Owners)
         (800) 862-7155 (Registered Representatives)


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 PURCHASES 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               29
- --------------------------------------------------------------------------------
    "investment in the contract," such excess constitutes the "income on the
     contract."

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

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

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

    B. DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.

Annuity payments made periodically after the Annuity Commencement Date are
includable in gross income to the extent the payments exceed the amount
determined by the application of the ratio of the "investment in the contract"
to the total amount of the payments to be made after the Annuity 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.).
<PAGE>
30                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

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


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>
32                                               HARTFORD LIFE INSURANCE COMPANY
- --------------------------------------------------------------------------------

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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

APPENDIX I -- INFORMATION REGARDING TAX-QUALIFIED RETIREMENT PLANS

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

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

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

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

1. TAX-QUALIFIED PENSION OR PROFIT-SHARING PLANS -- Eligible employers can
establish certain tax-qualified pension and profit-sharing plans under
section 401 of the Code. Rules under section 401(k) of the Code govern certain
"cash or deferred arrangements" under such plans. Rules under section 408(k)
govern "simplified employee pensions". Tax-qualified pension and profit-sharing
plans are subject to limitations on the amount that may be contributed, the
persons who may be eligible to participate and the time when distributions must
commence. Employers intending to use the Contracts in connection with
tax-qualified pension or profit-sharing plans should seek competent tax and
other legal advice.

2. TAX SHELTERED ANNUITIES UNDER SECTION 403(b) -- Public schools and certain
types of charitable, educational and scientific organizations, as specified in
section 501(c)(3) of the Code, can purchase tax-sheltered annuity contracts for
their employees. Tax-deferred contributions can be made to tax-sheltered annuity
contracts under section 403(b) of the Code, subject to certain limitations.
Generally, such contributions may not exceed the lesser of $10,000 (indexed) or
20% of the employee's "includable compensation" for such employee's most recent
full year of employment, subject to other adjustments. Special provisions under
the Code may allow some employees to elect a different overall limitation.

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

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

- - upon separation from service;

- - upon death or disability; or

- - in the case of hardship (and in the case of hardship, any income attributable
  to such contributions may not be distributed).

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

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

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

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

In general, distributions from an eligible Deferred Compensation Plan are
prohibited under section 457 of the Code unless made after the participating
employee:

- - attains age 70 1/2,

- - separates from service,

- - dies, or

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

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

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

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

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

ROTH IRAS -- Eligible individuals may establish Roth IRAs under section 408A of
the Code. Contributions to a Roth IRA are not deductible. Subject to special
limitations, a Traditional IRA may be converted into a Roth IRA or a
distribution from a Traditional IRA may be rolled over to a Roth IRA. However, a
conversion or a rollover from a Traditional IRA to a Roth IRA is not excludable
from gross income. If certain conditions are met, qualified distributions from a
Roth IRA are tax-free.

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

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

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

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

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

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

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

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

IN ADDITION, THE 10% PENALTY TAX DOES NOT APPLY TO A DISTRIBUTION FROM AN IRA
THAT IS:

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

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

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

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

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

An individual's interest in a tax-qualified retirement plan generally must be
distributed, or begin to be distributed, not later than
<PAGE>
HARTFORD LIFE INSURANCE COMPANY                                               35
- --------------------------------------------------------------------------------
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>
This form must be completed for all tax-sheltered annuities.

                     SECTION 403(b)(11) ACKNOWLEDGMENT FORM

The [Product Name] Variable Annuity Contract that you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:

a. Attained age 59 1/2,

b. Separated from service,

c. Died, or

d. Become disabled.

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

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


Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than 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, CT 06102-5085



Name of Contract Owner/Participant):___________________________________________



Address:_______________________________________________________________________



City or Plan/School District:__________________________________________________


Date: _________________________________________________________________________

Contract No: __________________________________________________________________

Signature: ____________________________________________________________________
<PAGE>
To obtain a Statement of Additional Information, please complete the form below
and mail to:


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


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

___________________________________________________________
                            Name

___________________________________________________________
                          Address

___________________________________________________________
   City/State                                    Zip Code
<PAGE>









                                     PART B
<PAGE>


                       STATEMENT OF ADDITIONAL INFORMATION

                         HARTFORD LIFE INSURANCE COMPANY
                             SEPARATE ACCOUNT SEVEN
                      HARTFORD LEADERS PLUS 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, CT
06102-5085.





Date of Prospectus:  March 1, 2000.

Date of Statement of Additional Information:  March 1, 2000.





333-91927



<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 RELATED INFORMATION ..........................................................................   7

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.

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

                              SAFEKEEPING OF ASSETS

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

                         INDEPENDENT PUBLIC ACCOUNTANTS

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

                            DISTRIBUTION OF CONTRACTS

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

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

Commissions will be paid by Hartford and will not be more than 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.

For the past three years, Hartford has paid no underwriting commissions to HSD
related to the sales of this Contract.

                         CALCULATION OF YIELD AND RETURN

YIELD OF THE MONEY MARKET HLS SUB-ACCOUNT. The yield of the Money Market Fund
Sub-Account for a seven day period (the "base period") will be computed by
determining the "net change in value" (calculated as set forth below) of a
hypothetical account having a balance of one 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

<PAGE>
                                      -5-


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 HARTFORD 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.

The yield and effective yield for the seven day period ending March 31, 1999 for
the Money Market Fund Sub-Account was as follows ($30 Annual Maintenance Fee):

<TABLE>
<CAPTION>
Yield and effective yield for the seven day period ending December 31, 1999.
- ---------------------------------------- ------------------------------------- -------------------------------------
SUB-ACCOUNTS                                            YIELD                            EFFECTIVE YIELD
<S>                                                    <C>                               <C>
- ---------------------------------------- ------------------------------------- -------------------------------------
Hartford Money Market HLS Fund                         3.70%                                 3.76%
- ---------------------------------------- ------------------------------------- -------------------------------------
</TABLE>


YIELDS OF AMERICAN FUNDS BOND AND MFS HIGH INCOME SUB-ACCOUNTS. Yields of the
above 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.


<TABLE>
<CAPTION>
Yield quotation based on a 30 day period ended December 31, 1999.
- ---------------------------------------- ------------------------------------- -------------------------------------
SUB-ACCOUNTS                                                                                  YIELD
- ----------------------------------------------------------------------------- --------------------------------------
<S>                                                                                      <C>
American Funds Bond Fund                                                                       N/A
- ----------------------------------------------------------------------------- --------------------------------------
MFS High Income Series                                                                         N/A
- ----------------------------------------------------------------------------- --------------------------------------
</TABLE>



The yield for the Hartford High Yield Fund is not yet available because the Fund
is new. At any time in the future, yields and total return may be higher or
lower than past yields and there can be no assurance that any historical results
will continue.

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

CALCULATION OF TOTAL RETURN. 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

<PAGE>
                                      -7-


period by the unit value per unit on the last trading day of the period; (2)
assuming redemption at the end of the period and deducting any applicable
contingent deferred sales charge and (3) dividing this account value for the
hypothetical investor by the initial $1,000 investment and annualizing the
result for periods of less than one year. Total return will be calculated for
one year, five years and ten years or some other relevant periods if a
Sub-Account has not been in existence for at least ten years.

PERFORMANCE RELATED INFORMATION

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

When a Sub-Account advertises its STANDARDIZED TOTAL RETURN, it will usually
be calculated since the inception of the Separate Account for one year, five
years, and ten years or some other relevant periods if the Sub-Account has
not been in existence for at least ten years. Total return is measured by
comparing the value of an investment in the Sub-Account at the beginning of
the relevant period to the value of the investment at the end of the period.

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

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

The Hartford Money Market HLS 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.

<PAGE>

                                   -8-

The Separate Account may also disclose YIELD for periods prior to the date
the Separate Account commenced operations. For these periods, performance
information for the Sub-Accounts will be calculated based on the performance
of the underlying Funds and the assumption that the Sub-Accounts were in
existence for the same periods as those of the underlying Funds, with a level
of charges equal to those currently assessed against the Sub-Accounts. No
yield disclosure for periods prior to the date of the Separate Account will
be used without the yield disclosure for periods as of the date of the
inception of the Separate Account.

We may provide information on various topics to Contract Owners and
prospective Contract Owners in advertising, sales literature or other
materials. These topics may include the relationship between sectors of the
economy and the economy as a whole and its effect on various securities
markets, investment strategies and techniques (such as systematic investing,
Dollar Cost Averaging and asset allocation), the advantages and disadvantages
of investing in tax-deferred and taxable instruments, customer profiles and
hypothetical purchase scenarios, financial management and tax and retirement
planning, and other investment alternatives, including comparisons between
the Contract and the characteristics of and market for such alternatives.

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


             STANDARDIZED AVERAGE ANNUAL TOTAL RETURN FOR THE PERIOD
                            ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
      SUB-ACCOUNT               INCEPTION DATE     1 YEAR          5 YEAR         10 YEAR      SINCE INCEPTION
- --------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>            <C>              <C>          <C>
American Funds Asset              08/01/1989        -5.83%         11.69%           7.64%            N/A
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Bond Fund          01/02/1996       -10.12%           N/A             N/A           -1.15%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth      04/30/1997        55.90%           N/A             N/A           30.97%
Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Global Small       04/30/1998        77.24%           N/A             N/A           39.70%
Capitalization Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund        12/08/1986        43.70%         28.07%          16.84%            N/A
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income      12/08/1986        -1.62%         16.12%          10.13%            N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds International      05/01/1990        62.09%         19.66%            N/A           11.92%
Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds New World          06/17/1999         N/A             N/A             N/A            6.30%
Fund
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Real Estate Securities   01/24/1989       -18.89%          2.64%           4.88%            N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund           11/01/1995        82.14%           N/A             N/A           24.36%
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Fund    07/01/1999         N/A             N/A             N/A           -9.24%
- --------------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS         12/08/1986        -7.82%         -0.80%           0.47%            N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities         08/14/1996        34.03%           N/A             N/A           25.93%
Series
- --------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series        07/24/1995        62.83%           N/A             N/A           31.07%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Global Equity Series          05/03/1999         N/A             N/A             N/A           11.48%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Growth Series                 05/03/1999         N/A             N/A             N/A           27.48%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Growth with Income Series     10/09/1995        -6.06%           N/A             N/A           15.93%
- --------------------------------------------------------------------------------------------------------------------------------
MFS High Income Series            07/26/1995        -6.30%           N/A             N/A            2.00%
- --------------------------------------------------------------------------------------------------------------------------------
MFS New Discovery Series          05/01/1998        59.57%           N/A             N/A           30.79%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series           01/03/1995        -9.63%           N/A             N/A           10.34%
- --------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund     11/01/1996         0.73%           N/A             N/A            4.10%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation        08/24/1988        10.62%         11.99%           8.89%            N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets      03/15/1994        41.11%          0.48%            N/A           -1.19%
Equity Fund
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Global Growth Fund      03/15/1994         7.86%         10.06%            N/A            8.52%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund      05/01/1992        10.21%         11.83%            N/A           11.03%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for Optional Death
Benefit charges. Performance would have been lower had the Optional Death
Benefit 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 for one
year, five years, and ten years or other periods. Non-standardized total return
is measured in the same manner as the standardized total return described above,
except that the contingent deferred sales charge and the Annual Maintenance Fee
are not deducted and the time periods used to calculate return are based on the
inception date of the underlying Funds. Therefore, non-standardized total return
for a Sub-Account is higher than standardized total return for a Sub-Account.

The following are the non-standardized annualized total return quotations for
the Sub-Accounts:


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

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
      SUB-ACCOUNT             S/A INCEPTION DATE   1 YEAR          5 YEAR        10 YEAR         SINCE INCEPTION
- --------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>            <C>             <C>           <C>
American Funds Asset              08/01/1989        5.17%          14.79%         10.04%               N/A
Allocation Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Bond Fund          01/02/1996        0.88%            N/A            N/A               3.77%
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Global Growth      04/30/1997       66.90%            N/A            N/A              35.80%
Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Global Small       04/30/1998       88.24%            N/A            N/A              47.18%
Capitalization Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Growth Fund        02/08/1984       54.70%          30.74%         19.06%               N/A
- --------------------------------------------------------------------------------------------------------------------------------
American Funds Growth-Income      02/08/1984        9.38%          18.98%         12.45%               N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds International      05/01/1990       73.09%          22.94%           N/A              14.55%
Fund
- --------------------------------------------------------------------------------------------------------------------------------
American Funds New World          06/17/1999         N/A             N/A            N/A              17.30%
Fund
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Real Estate Securities   01/24/1989       -7.89%           6.21%          7.21%               N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Small Cap Fund           11/01/1995       93.14%            N/A            N/A              28.18%
- --------------------------------------------------------------------------------------------------------------------------------
Franklin Strategic Income Fund    07/01/1999         N/A             N/A            N/A               1.76%
- --------------------------------------------------------------------------------------------------------------------------------
Hartford Money Market HLS         06/30/1980        3.18%           3.56%          3.38%               N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
MFS Capital Opportunities         08/14/1996       45.03%            N/A            N/A              30.08%
Series
- --------------------------------------------------------------------------------------------------------------------------------
MFS Emerging Growth Series        07/24/1995       73.83%            N/A            N/A              34.18%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Global Equity Series          05/03/1999         N/A             N/A            N/A              22.48%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Growth Series                 05/03/1999         N/A             N/A            N/A              38.48%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Growth with Income Series     10/09/1995        4.94%            N/A            N/A              19.13%
- --------------------------------------------------------------------------------------------------------------------------------
MFS High Income Series            07/26/1995        4.70%            N/A            N/A               6.46%
- --------------------------------------------------------------------------------------------------------------------------------
MFS New Discovery Series          05/01/1998       70.57%            N/A            N/A              38.59%
- --------------------------------------------------------------------------------------------------------------------------------
MFS Total Return Series           01/03/1995        1.37%            N/A            N/A              13.52%
- --------------------------------------------------------------------------------------------------------------------------------
Mutual Shares Securities Fund     11/01/1996       11.73%            N/A            N/A               9.04%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Asset Allocation        08/24/1988       21.62%          15.21%         11.25%               N/A
Fund
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Developing Markets      03/15/1994       52.11%           4.97%           N/A               3.23%
Equity Fund
- --------------------------------------------------------------------------------------------------------------------------------
Templeton Global Growth Fund      03/15/1994       18.86%          13.49%           N/A              11.87%
- --------------------------------------------------------------------------------------------------------------------------------
Templeton International Fund      05/01/1992       21.21%          15.12%           N/A              13.35%
- --------------------------------------------------------------------------------------------------------------------------------
</TABLE>


Performance figures above do not reflect any deductions for Optional Death
Benefit charges. Performance would have been lower had the Optional Death
Benefit 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

<PAGE>
                                      -11-


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>
SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS & LIABILITIES
DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                      HARTFORD      AMERICAN FUNDS
                                    MONEY MARKET        ASSET         AMERICAN FUNDS    AMERICAN FUNDS
                                        FUND          ALLOCATION           BOND         GLOBAL GROWTH
                                    SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
                                    ------------    --------------    --------------    --------------
<S>                                 <C>             <C>               <C>               <C>
ASSETS:
  Investments:
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 3,927,653
      Cost $3,927,653
      Market Value..............     $3,927,653          --                --                --
  Investments in American Funds:
    Asset Allocation Fund
      Shares 149,944
      Cost $2,359,658
      Market Value..............        --            $2,258,152           --                --
    Bond Fund
      Shares 272,500
      Cost $2,674,701
      Market Value..............        --               --             $2,654,149           --
    Global Growth Fund
      Shares 194,533
      Cost $3,435,833
      Market Value..............        --               --                --             $4,164,947
    Global Small Capitalization
     Fund
      Shares 70,595
      Cost $1,144,251
      Market Value..............        --               --                --                --
    Growth Fund
      Shares 227,132
      Cost $15,291,922
      Market Value..............        --               --                --                --
    Growth-Income Fund
      Shares 409,587
      Cost $15,099,051
      Market Value..............        --               --                --                --
    International Fund
      Shares 164,674
      Cost $3,867,188
      Market Value..............        --               --                --                --
    New World Fund
      Shares 99,427
      Cost $1,028,049
      Market Value..............        --               --                --                --
  Investments in Franklin
   Templeton Variable Insurance
   Product Trust:
    Real Estate Securities Fund
      Shares 7,119
      Cost $103,928
      Market Value..............        --               --                --                --
    Small Cap Fund
      Shares 64,378
      Cost $1,275,742
      Market Value..............        --               --                --                --
    Franklin Strategic Income
     Investment Fund
      Shares 76,779
      Cost $764,210
      Market Value..............        --               --                --                --
    Mutual Shares Securities
     Fund
      Shares 64,165
      Cost $821,533
      Market Value..............        --               --                --                --
  Due from Hartford Life
   Insurance Company............         30,045            8,978             5,309            29,739
  Receivable from fund shares
   sold.........................        --               --                --                --
                                     ----------       ----------        ----------        ----------
  Total Assets..................      3,957,698        2,267,130         2,659,458         4,194,686
                                     ----------       ----------        ----------        ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................        --               --                --                --
  Payable for fund shares
   purchased....................         29,963            8,978             5,310            29,739
                                     ----------       ----------        ----------        ----------
  Total Liabilities.............         29,963            8,978             5,310            29,739
                                     ----------       ----------        ----------        ----------
  Net Assets (variable annuity
   contract liabilities)........     $3,927,735       $2,258,152        $2,654,148        $4,164,947
                                     ==========       ==========        ==========        ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

             ---------------------------------------------------- 2
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                 AMERICAN FUNDS                                                                        FRANKLIN
                                  GLOBAL SMALL    AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   REAL ESTATE
                                 CAPITALIZATION       GROWTH       GROWTH-INCOME    INTERNATIONAL      NEW WORLD      SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                                 --------------   --------------   --------------   --------------   --------------   -----------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
ASSETS:
  Investments:
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 3,927,653
      Cost $3,927,653
      Market Value..............      --               --               --               --               --             --
  Investments in American Funds:
    Asset Allocation Fund
      Shares 149,944
      Cost $2,359,658
      Market Value..............      --               --               --               --               --             --
    Bond Fund
      Shares 272,500
      Cost $2,674,701
      Market Value..............      --               --               --               --               --             --
    Global Growth Fund
      Shares 194,533
      Cost $3,435,833
      Market Value..............      --               --               --               --               --             --
    Global Small Capitalization
     Fund
      Shares 70,595
      Cost $1,144,251
      Market Value..............   $1,225,521          --               --               --               --             --
    Growth Fund
      Shares 227,132
      Cost $15,291,922
      Market Value..............      --           $16,028,736          --               --               --             --
    Growth-Income Fund
      Shares 409,587
      Cost $15,099,051
      Market Value..............      --               --           $13,545,054          --               --             --
    International Fund
      Shares 164,674
      Cost $3,867,188
      Market Value..............      --               --               --            $4,401,730          --             --
    New World Fund
      Shares 99,427
      Cost $1,028,049
      Market Value..............      --               --               --               --            $1,170,252        --
  Investments in Franklin
   Templeton Variable Insurance
   Product Trust:
    Real Estate Securities Fund
      Shares 7,119
      Cost $103,928
      Market Value..............      --               --               --               --               --           $105,928
    Small Cap Fund
      Shares 64,378
      Cost $1,275,742
      Market Value..............      --               --               --               --               --             --
    Franklin Strategic Income
     Investment Fund
      Shares 76,779
      Cost $764,210
      Market Value..............      --               --               --               --               --             --
    Mutual Shares Securities
     Fund
      Shares 64,165
      Cost $821,533
      Market Value..............      --               --               --               --               --             --
  Due from Hartford Life
   Insurance Company............       20,453          261,870          248,815           60,113           25,954        --
  Receivable from fund shares
   sold.........................      --               --               --               --               --             --
                                   ----------      -----------      -----------       ----------       ----------      --------
  Total Assets..................    1,245,974       16,290,606       13,793,869        4,461,843        1,196,206       105,928
                                   ----------      -----------      -----------       ----------       ----------      --------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................      --               --               --               --               --                 18
  Payable for fund shares
   purchased....................       20,454          261,869          248,813           60,114           25,954        --
                                   ----------      -----------      -----------       ----------       ----------      --------
  Total Liabilities.............       20,454          261,869          248,813           60,114           25,954            18
                                   ----------      -----------      -----------       ----------       ----------      --------
  Net Assets (variable annuity
   contract liabilities)........   $1,225,520      $16,028,737      $13,545,056       $4,401,729       $1,170,252      $105,910
                                   ==========      ===========      ===========       ==========       ==========      ========

<CAPTION>
                                                     FRANKLIN
                                   FRANKLIN         STRATEGIC        MUTUAL SHARES
                                   SMALL CAP    INCOME INVESTMENTS    SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
                                  -----------   ------------------   -------------
<S>                               <C>           <C>                  <C>
ASSETS:
  Investments:
    Hartford Money Market HLS
     Fund, Inc. - Class IA
      Shares 3,927,653
      Cost $3,927,653
      Market Value..............      --             --                  --
  Investments in American Funds:
    Asset Allocation Fund
      Shares 149,944
      Cost $2,359,658
      Market Value..............      --             --                  --
    Bond Fund
      Shares 272,500
      Cost $2,674,701
      Market Value..............      --             --                  --
    Global Growth Fund
      Shares 194,533
      Cost $3,435,833
      Market Value..............      --             --                  --
    Global Small Capitalization
     Fund
      Shares 70,595
      Cost $1,144,251
      Market Value..............      --             --                  --
    Growth Fund
      Shares 227,132
      Cost $15,291,922
      Market Value..............      --             --                  --
    Growth-Income Fund
      Shares 409,587
      Cost $15,099,051
      Market Value..............      --             --                  --
    International Fund
      Shares 164,674
      Cost $3,867,188
      Market Value..............      --             --                  --
    New World Fund
      Shares 99,427
      Cost $1,028,049
      Market Value..............      --             --                  --
  Investments in Franklin
   Templeton Variable Insurance
   Product Trust:
    Real Estate Securities Fund
      Shares 7,119
      Cost $103,928
      Market Value..............      --             --                  --
    Small Cap Fund
      Shares 64,378
      Cost $1,275,742
      Market Value..............  $1,724,699         --                  --
    Franklin Strategic Income
     Investment Fund
      Shares 76,779
      Cost $764,210
      Market Value..............      --             $764,718            --
    Mutual Shares Securities
     Fund
      Shares 64,165
      Cost $821,533
      Market Value..............      --             --                $850,186
  Due from Hartford Life
   Insurance Company............      --              112,773             1,976
  Receivable from fund shares
   sold.........................      --             --                  --
                                  ----------         --------          --------
  Total Assets..................   1,724,699          877,491           852,162
                                  ----------         --------          --------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................      --             --                  --
  Payable for fund shares
   purchased....................          72          112,775             1,974
                                  ----------         --------          --------
  Total Liabilities.............          72          112,775             1,974
                                  ----------         --------          --------
  Net Assets (variable annuity
   contract liabilities)........  $1,724,627         $764,716          $850,188
                                  ==========         ========          ========
</TABLE>

             ---------------------------------------------------- 3
              ----------------------------------------------------
<PAGE>
SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                         MFS
                                       CAPITAL             MFS               MFS             MFS
                                    OPPORTUNITIES    EMERGING GROWTH    GLOBAL EQUITY      GROWTH
                                     SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                                    -------------    ---------------    -------------    -----------
<S>                                 <C>              <C>                <C>              <C>
ASSETS:
  Investments in the MFS
   Variable Insurance Trust:
    MFS Capital Opportunities
      Shares 157,794
      Cost $2,946,692
      Market Value..............     $3,428,872           --                --               --
    MFS Emerging Growth
      Shares 162,329
      Cost $4,454,467
      Market Value..............        --             $6,158,752           --               --
    MFS Global Equity
      Shares 10,915
      Cost $126,858
      Market Value..............        --                --              $131,521           --
    MFS Growth
      Shares 256,414
      Cost $3,081,188
      Market Value..............        --                --                --           $3,576,971
    MFS Growth with Income
      Shares 156,109
      Cost $3,163,664
      Market Value..............        --                --                --               --
    MFS High Income
      Shares 102,765
      Cost $1,160,901
      Market Value..............        --                --                --               --
    MFS New Discovery
      Shares 52,426
      Cost $680,146
      Market Value..............        --                --                --               --
    MFS Total Return
      Shares 71,028
      Cost $1,250,916
      Market Value..............        --                --                --               --
  Investments in the Templeton
   Variable Insurance Product
   Fund:
    Templeton Asset Allocation
     Fund
      Shares 14,154
      Cost $309,850
      Market Value..............        --                --                --               --
    Templeton Developing Markets
     Equity Fund
      Shares 28,573
      Cost $249,395
      Market Value..............        --                --                --               --
    Templeton Global Growth Fund
      Shares 60,187
      Cost $881,906
      Market Value..............        --                --                --               --
    Templeton International Fund
      Shares 65,746
      Cost $1,314,319
      Market Value..............        --                --                --               --
  Due from Hartford Life
   Insurance Company............         76,191            45,813           49,425           88,259
  Receivable from fund shares
   sold.........................        --                --                --               --
                                     ----------        ----------         --------       ----------
  Total Assets..................      3,505,063         6,204,565          180,946        3,665,230
                                     ----------        ----------         --------       ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................        --                --                --               --
  Payable for fund shares
   purchased....................         76,192            45,812           49,427           88,260
                                     ----------        ----------         --------       ----------
  Total Liabilities.............         76,192            45,812           49,427           88,260
                                     ----------        ----------         --------       ----------
  Net Assets (variable annuity
   contract liabilities)........     $3,428,871        $6,158,753         $131,519       $3,576,970
                                     ==========        ==========         ========       ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

             ---------------------------------------------------- 4
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                     MFS                         MFS                       TEMPLETON      TEMPLETON
                                   GROWTH          MFS           NEW           MFS           ASSET        DEVELOPING
                                 WITH INCOME   HIGH INCOME    DISCOVERY    TOTAL RETURN   ALLOCATION    MARKETS EQUITY
                                 SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                 -----------   -----------   -----------   ------------   -----------   --------------
<S>                              <C>           <C>           <C>           <C>            <C>           <C>
ASSETS:
  Investments in the MFS
   Variable Insurance Trust:
    MFS Capital Opportunities
      Shares 157,794
      Cost $2,946,692
      Market Value..............     --            --            --            --            --             --
    MFS Emerging Growth
      Shares 162,329
      Cost $4,454,467
      Market Value..............     --            --            --            --            --             --
    MFS Global Equity
      Shares 10,915
      Cost $126,858
      Market Value..............     --            --            --            --            --             --
    MFS Growth
      Shares 256,414
      Cost $3,081,188
      Market Value..............     --            --            --            --            --             --
    MFS Growth with Income
      Shares 156,109
      Cost $3,163,664
      Market Value.............. $3,326,691        --            --            --            --             --
    MFS High Income
      Shares 102,765
      Cost $1,160,901
      Market Value..............     --        $1,180,775        --            --            --             --
    MFS New Discovery
      Shares 52,426
      Cost $680,146
      Market Value..............     --            --          $905,389        --            --             --
    MFS Total Return
      Shares 71,028
      Cost $1,250,916
      Market Value..............     --            --            --         $1,260,746       --             --
  Investments in the Templeton
   Variable Insurance Product
   Fund:
    Templeton Asset Allocation
     Fund
      Shares 14,154
      Cost $309,850
      Market Value..............     --            --            --            --          $329,372         --
    Templeton Developing Markets
     Equity Fund
      Shares 28,573
      Cost $249,395
      Market Value..............     --            --            --            --            --            $299,735
    Templeton Global Growth Fund
      Shares 60,187
      Cost $881,906
      Market Value..............     --            --            --            --            --             --
    Templeton International Fund
      Shares 65,746
      Cost $1,314,319
      Market Value..............     --            --            --            --            --             --
  Due from Hartford Life
   Insurance Company............     26,350        22,541         6,973         25,947        9,263           1,074
  Receivable from fund shares
   sold.........................     --            --            --            --            --             --
                                 ----------    ----------      --------     ----------     --------        --------
  Total Assets..................  3,353,041     1,203,316       912,362      1,286,693      338,635         300,809
                                 ----------    ----------      --------     ----------     --------        --------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................     --            --            --            --            --             --
  Payable for fund shares
   purchased....................     26,353        22,541         6,974         25,948        9,265           1,073
                                 ----------    ----------      --------     ----------     --------        --------
  Total Liabilities.............     26,353        22,541         6,974         25,948        9,265           1,073
                                 ----------    ----------      --------     ----------     --------        --------
  Net Assets (variable annuity
   contract liabilities)........ $3,326,688    $1,180,775      $905,388     $1,260,745     $329,370        $299,736
                                 ==========    ==========      ========     ==========     ========        ========

<CAPTION>

                                    TEMPLETON       TEMPLETON
                                  GLOBAL GROWTH   INTERNATIONAL
                                   SUB-ACCOUNT     SUB-ACCOUNT
                                  -------------   -------------
<S>                               <C>             <C>
ASSETS:
  Investments in the MFS
   Variable Insurance Trust:
    MFS Capital Opportunities
      Shares 157,794
      Cost $2,946,692
      Market Value..............      --              --
    MFS Emerging Growth
      Shares 162,329
      Cost $4,454,467
      Market Value..............      --              --
    MFS Global Equity
      Shares 10,915
      Cost $126,858
      Market Value..............      --              --
    MFS Growth
      Shares 256,414
      Cost $3,081,188
      Market Value..............      --              --
    MFS Growth with Income
      Shares 156,109
      Cost $3,163,664
      Market Value..............      --              --
    MFS High Income
      Shares 102,765
      Cost $1,160,901
      Market Value..............      --              --
    MFS New Discovery
      Shares 52,426
      Cost $680,146
      Market Value..............      --              --
    MFS Total Return
      Shares 71,028
      Cost $1,250,916
      Market Value..............      --              --
  Investments in the Templeton
   Variable Insurance Product
   Fund:
    Templeton Asset Allocation
     Fund
      Shares 14,154
      Cost $309,850
      Market Value..............      --              --
    Templeton Developing Markets
     Equity Fund
      Shares 28,573
      Cost $249,395
      Market Value..............      --              --
    Templeton Global Growth Fund
      Shares 60,187
      Cost $881,906
      Market Value..............     $938,910         --
    Templeton International Fund
      Shares 65,746
      Cost $1,314,319
      Market Value..............      --           $1,454,965
  Due from Hartford Life
   Insurance Company............        3,942          14,900
  Receivable from fund shares
   sold.........................      --              --
                                     --------      ----------
  Total Assets..................      942,852       1,469,865
                                     --------      ----------
LIABILITIES:
  Due to Hartford Life Insurance
   Company......................      --              --
  Payable for fund shares
   purchased....................        3,941          14,902
                                     --------      ----------
  Total Liabilities.............        3,941          14,902
                                     --------      ----------
  Net Assets (variable annuity
   contract liabilities)........     $938,911      $1,454,963
                                     ========      ==========
</TABLE>

             ---------------------------------------------------- 5
              ----------------------------------------------------
<PAGE>
SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF ASSETS & LIABILITIES -- (CONTINUED)
DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                        UNITS
                                       OWNED BY       UNIT      CONTRACT
                                     PARTICIPANTS    PRICE      LIABILITY
                                     ------------  ----------  -----------
<S>                                  <C>           <C>         <C>
DEFERRED ANNUITY CONTRACTS IN THE
 ACCUMULATION PERIOD:
  Hartford Money Market Fund
   1.5%............................    1,931,127   $ 1.016961  $ 1,963,881
  Hartford Money Market Fund
   1.4%............................      485,270     1.017478      493,752
  Hartford Money Market Fund
   1.25%...........................    1,443,769     1.018239    1,470,102
  Asset Allocation Fund 1.5%.......       95,715     9.763857      934,547
  Asset Allocation Fund 1.25%......      116,323     9.776112    1,137,189
  Asset Allocation Fund 1.4%.......       19,083     9.768759      186,416
  Bond Funds 1.5%..................      130,825    10.093283    1,320,450
  Bond Funds 1.65%.................        1,015    10.089521       10,243
  Bond Funds 1.25%.................      110,301    10.105950    1,114,694
  Bond Funds 1.4%..................       20,673    10.098350      208,761
  Global Growth Fund 1.5%..........       83,301    13.962993    1,163,127
  Global Growth Fund 1.65%.........          590    13.957799        8,237
  Global Growth Fund 1.4%..........       25,408    13.969976      354,951
  Global Growth Fund 1.25%.........      188,737    13.980455    2,638,632
  Global Small Capitalization Fund
   1.5%............................       32,795    13.767193      451,501
  Global Small Capitalization Fund
   1.4%............................        6,579    13.774075       90,619
  Global Small Capitalization Fund
   1.5%............................       49,578    13.784415      683,400
  Growth Fund 1.5%.................      377,385    12.502121    4,718,115
  Growth Fund 1.65%................          795    12.497460        9,933
  Growth Fund 1.25%................      786,889    12.517781    9,850,100
  Growth Fund .80%.................           36    12.865591          466
  Growth Fund 1.4%.................      115,932    12.508384    1,450,123
  Growth-Income Fund 1.5%..........      342,021     9.579464    3,276,375
  Growth-Income Fund 1.65%.........        2,725     9.575882       26,097
  Growth-Income Fund 1.25%.........      954,356     9.591485    9,153,688
  Growth-Income Fund 1.4%..........      113,613     9.584268    1,088,896
  International Fund 1.5%..........      129,165    14.644814    1,891,603
  International Fund 1.25%.........      160,614    14.663115    2,355,098
  International Fund 1.4%..........       10,548    14.652129      154,551
  International Fund .80%..........           35    13.799473          477
  New World Fund 1.5%..............       12,627    11.644005      147,031
  New World Fund 1.25%.............       70,565    11.658593      822,685
  New World Fund 1.4%..............       17,214    11.649838      200,536
  Real Estate Securities Fund
   1.5%............................        3,571     8.830523       31,538
  Real Estate Securities Fund
   1.4%............................        6,166     8.834957       54,478
  Real Estate Securities Fund
   1.25%...........................        2,250     8.841604       19,894
  Small Cap Fund 1.5%..............       13,274    16.636909      220,836
  Small Cap Fund 1.65%.............          216    16.630728        3,590
  Small Cap Fund 1.4%..............       13,640    16.645221      227,037
  Small Cap Fund 1.25%.............       76,431    16.657685    1,273,164
  Franklin Strategic Income
   Investments Fund 1.5%...........        2,250    10.176193       22,901
  Franklin Strategic Income
   Investments Fund 1.4%...........       57,494    10.181293      585,359
  Franklin Strategic Income
   Investments Fund 1.25%..........       15,355    10.188959      156,456
  Mutual Shares Securities Fund
   1.5%............................       18,240     9.783931      178,459
  Mutual Shares Securities Fund
   1.65%...........................          314     9.780274        3,069
  Mutual Shares Securities Fund
   1.4%............................       11,575     9.788843      113,303
  Mutual Shares Securities Fund
   1.25%...........................       56,691     9.796213      555,357
  MFS Capital Opportunities 1.5%...       79,197    12.203397      966,469
  MFS Capital Opportunities
   1.65%...........................          352    12.198850        4,288
  MFS Capital Opportunities 1.4%...       22,816    12.209515      278,576
  MFS Capital Opportunities
   1.25%...........................      178,377    12.218688    2,179,538
  MFS Emerging Growth 1.5%.........      143,014    15.402545    2,202,777
  MFS Emerging Growth 1.65%........          577    15.396821        8,882
  MFS Emerging Growth 1.4%.........       28,898    15.410232      445,330
  MFS Emerging Growth 1.25%........      227,066    15.421795    3,501,764
  MFS Global Equity 1.5%...........          342    11.585770        3,967
  MFS Global Equity 1.4%...........        6,004    11.591574       69,594
  MFS Global Equity 1.25%..........        4,996    11.600282       57,958
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

             ---------------------------------------------------- 6
              ----------------------------------------------------
<PAGE>

<TABLE>
<CAPTION>
                                        UNITS
                                       OWNED BY       UNIT      CONTRACT
                                     PARTICIPANTS    PRICE      LIABILITY
                                     ------------  ----------  -----------
<S>                                  <C>           <C>         <C>
  MFS Growth 1.5%..................       52,128   $12.001263  $   625,599
  MFS Growth 1.4%..................       48,508    12.007270      582,453
  MFS Growth 1.25%.................      197,142    12.016294    2,368,918
  MFS Growth & Income 1.5%.........       34,885     9.950259      347,119
  MFS Growth & Income 1.65%........        2,379     9.946537       23,667
  MFS Growth & Income 1.4%.........       22,935     9.955242      228,328
  MFS Growth & Income 1.25%........      273,777     9.962740    2,727,574
  MFS High Income 1.5%.............       27,923    10.039968      280,342
  MFS High Income 1.4%.............       18,374    10.044992      184,566
  MFS High Income 1.25%............       71,212    10.052557      715,867
  MFS New Discovery 1.5%...........        6,421    14.318332       91,945
  MFS New Discovery 1.4%...........        1,691    14.325485       24,229
  MFS New Discovery 1.25%..........       55,050    14.336247      789,214
  MFS Total Return 1.5%............       61,956     9.688322      600,252
  MFS Total Return 1.65%...........        2,066     9.684701       20,004
  MFS Total Return 1.4%............       12,872     9.693183      124,773
  MFS Total Return 1.25%...........       53,164     9.700481      515,716
  Templeton Asset Allocation Fund
   1.5%............................        7,913    10.855332       85,898
  Templeton Asset Allocation Fund
   1.4%............................       12,377    10.860766      134,421
  Templeton Asset Allocation Fund
   1.25%...........................       10,033    10.868937      109,051
  Templeton Developing Markets
   Equity Fund 1.5%................          100    11.108629        1,112
  Templeton Developing Markets
   Equity Fund 1.4%................        6,254    11.114200       69,507
  Templeton Developing Markets
   Equity Fund 1.25%...............       20,599    11.122555      229,117
  Templeton Global Growth Fund
   1.5%............................        9,400    10.605862       99,693
  Templeton Global Growth Fund
   1.4%............................        2,901    10.611118       30,778
  Templeton Global Growth Fund
   1.25%...........................       76,130    10.619149      808,440
  Templeton International Fund
   1.5%............................       64,725    10.946563      708,512
  Templeton International Fund
   1.4%............................       20,130    10.952050      220,463
  Templeton International Fund
   1.25%...........................       47,990    10.960275      525,988
                                                               -----------
GRAND TOTAL........................                            $75,814,406
                                                               ===========
</TABLE>

             ---------------------------------------------------- 7
              ----------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS
FOR THE PERIOD FROM INCEPTION, JULY 1, 1999, TO DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                      HARTFORD      AMERICAN FUNDS
                                    MONEY MARKET        ASSET         AMERICAN FUNDS    AMERICAN FUNDS
                                        FUND          ALLOCATION           BOND         GLOBAL GROWTH
                                    SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
                                    ------------    --------------    --------------    --------------
<S>                                 <C>             <C>               <C>               <C>
INVESTMENT INCOME:
  Dividends.....................      $  45,304        $  21,760         $  59,157         $  17,852
EXPENSES:
  Mortality and expense
   undertakings.................        (11,924)          (5,478)           (8,200)           (9,403)
                                      ---------        ---------         ---------         ---------
    Net investment income
     (loss).....................         33,380           16,282            50,957             8,449
                                      ---------        ---------         ---------         ---------
CAPITAL GAINS INCOME............              2          126,885           --                155,656
                                      ---------        ---------         ---------         ---------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........        --                    31               359             1,389
  Net unrealized (depreciation)
   appreciation of investments
   during the period............        --              (101,506)          (20,553)          729,114
                                      ---------        ---------         ---------         ---------
    Net (loss) gain on
     investments................        --              (101,475)          (20,194)          730,503
                                      ---------        ---------         ---------         ---------
    Net increase in net assets
     resulting from
     operations.................      $  33,382        $  41,692         $  30,763         $ 894,608
                                      =========        =========         =========         =========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

             ---------------------------------------------------- 8
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                 AMERICAN FUNDS                                                                        FRANKLIN
                                  GLOBAL SMALL    AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   REAL ESTATE
                                 CAPITALIZATION       GROWTH       GROWTH-INCOME    INTERNATIONAL      NEW WORLD      SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                                 --------------   --------------   --------------   --------------   --------------   -----------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
INVESTMENT INCOME:
  Dividends.....................    $ --            $  --           $    62,951        $  14,573        $   3,676       $   247
EXPENSES:
  Mortality and expense
   undertakings.................       (2,120)         (36,369)         (31,452)          (7,626)          (2,616)         (209)
                                    ---------       ----------      -----------        ---------        ---------       -------
    Net investment income
     (loss).....................       (2,120)         (36,369)          31,499            6,947            1,060            38
                                    ---------       ----------      -----------        ---------        ---------       -------
CAPITAL GAINS INCOME............       98,577        1,922,000        1,917,941          389,714              435           343
                                    ---------       ----------      -----------        ---------        ---------       -------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........       (1,737)            (599)             526          (25,899)             999           (25)
  Net unrealized (depreciation)
   appreciation of investments
   during the period............       81,270          736,813       (1,553,997)         534,543          142,203         2,000
                                    ---------       ----------      -----------        ---------        ---------       -------
    Net (loss) gain on
     investments................       79,533          736,214       (1,553,471)         508,644          143,202         1,975
                                    ---------       ----------      -----------        ---------        ---------       -------
    Net increase in net assets
     resulting from
     operations.................    $ 175,990       $2,621,845      $   395,969        $ 905,305        $ 144,697       $ 2,356
                                    =========       ==========      ===========        =========        =========       =======

<CAPTION>
                                                     FRANKLIN
                                   FRANKLIN         STRATEGIC        MUTUAL SHARES
                                   SMALL CAP    INCOME INVESTMENTS    SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
                                  -----------   ------------------   -------------
<S>                               <C>           <C>                  <C>
INVESTMENT INCOME:
  Dividends.....................   $     184         $18,285            $   929
EXPENSES:
  Mortality and expense
   undertakings.................      (3,102)         (1,780)            (1,919)
                                   ---------         -------            -------
    Net investment income
     (loss).....................      (2,918)         16,505               (990)
                                   ---------         -------            -------
CAPITAL GAINS INCOME............          26         --                  --
                                   ---------         -------            -------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........       1,167              27                191
  Net unrealized (depreciation)
   appreciation of investments
   during the period............     448,957             508             28,653
                                   ---------         -------            -------
    Net (loss) gain on
     investments................     450,124             535             28,844
                                   ---------         -------            -------
    Net increase in net assets
     resulting from
     operations.................   $ 447,232         $17,040            $27,854
                                   =========         =======            =======
</TABLE>

             ---------------------------------------------------- 9
              ----------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF OPERATIONS -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION, JULY 1, 1999, TO DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                         MFS
                                       CAPITAL             MFS               MFS             MFS
                                    OPPORTUNITIES    EMERGING GROWTH    GLOBAL EQUITY      GROWTH
                                     SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                                    -------------    ---------------    -------------    -----------
<S>                                 <C>              <C>                <C>              <C>
INVESTMENT INCOME:
  Dividends.....................      $ --             $  --              $     101       $   5,430
EXPENSES:
  Mortality and expense
   undertakings.................         (6,375)          (12,765)             (116)         (8,158)
                                      ---------        ----------         ---------       ---------
    Net investment income
     (loss).....................         (6,375)          (12,765)              (15)         (2,728)
                                      ---------        ----------         ---------       ---------
CAPITAL GAINS INCOME............        --                --                  1,971           7,094
                                      ---------        ----------         ---------       ---------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........            442             1,060                 2             202
  Net unrealized appreciation of
   investments during the
   period.......................        482,180         1,704,285             4,664         495,783
                                      ---------        ----------         ---------       ---------
    Net gain on investments.....        482,622         1,705,345             4,666         495,985
                                      ---------        ----------         ---------       ---------
    Net increase in net assets
     resulting from
     operations.................      $ 476,247        $1,692,580         $   6,622       $ 500,351
                                      =========        ==========         =========       =========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 10
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                     MFS                         MFS                       TEMPLETON      TEMPLETON
                                   GROWTH          MFS           NEW           MFS           ASSET        DEVELOPING
                                 WITH INCOME   HIGH INCOME    DISCOVERY    TOTAL RETURN   ALLOCATION    MARKETS EQUITY
                                 SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                 -----------   -----------   -----------   ------------   -----------   --------------
<S>                              <C>           <C>           <C>           <C>            <C>           <C>
INVESTMENT INCOME:
  Dividends.....................  $  --        $   --        $   --          $ --          $  --            $    54
EXPENSES:
  Mortality and expense
   undertakings.................     (8,327)       (3,554)       (1,803)        (2,288)         (511)          (720)
                                  ---------    ----------    ----------      ---------     ---------        -------
    Net investment income
     (loss).....................     (8,327)       (3,554)       (1,803)        (2,288)         (511)          (666)
                                  ---------    ----------    ----------      ---------     ---------        -------
CAPITAL GAINS INCOME............     --            --            15,390        --             --            --
                                  ---------    ----------    ----------      ---------     ---------        -------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........        (34)           12           153             (7)            5             67
  Net unrealized appreciation of
   investments during the
   period.......................    163,027        19,874       225,243          9,829        19,522         50,339
                                  ---------    ----------    ----------      ---------     ---------        -------
    Net gain on investments.....    162,993        19,886       225,396          9,822        19,527         50,406
                                  ---------    ----------    ----------      ---------     ---------        -------
    Net increase in net assets
     resulting from
     operations.................  $ 154,666    $   16,332    $  238,983      $   7,534     $  19,016        $49,740
                                  =========    ==========    ==========      =========     =========        =======

<CAPTION>

                                    TEMPLETON       TEMPLETON
                                  GLOBAL GROWTH   INTERNATIONAL
                                   SUB-ACCOUNT     SUB-ACCOUNT
                                  -------------   -------------
<S>                               <C>             <C>
INVESTMENT INCOME:
  Dividends.....................    $     242        $--
EXPENSES:
  Mortality and expense
   undertakings.................       (1,502)         (3,984)
                                    ---------        --------
    Net investment income
     (loss).....................       (1,260)         (3,984)
                                    ---------        --------
CAPITAL GAINS INCOME............        1,172         --
                                    ---------        --------
NET REALIZED AND UNREALIZED GAIN
 (LOSS) ON INVESTMENTS:
  Net realized gain (loss) on
   security transactions........           32             569
  Net unrealized appreciation of
   investments during the
   period.......................       57,004         140,647
                                    ---------        --------
    Net gain on investments.....       57,036         141,216
                                    ---------        --------
    Net increase in net assets
     resulting from
     operations.................    $  56,948        $137,232
                                    =========        ========
</TABLE>

            ---------------------------------------------------- 11
              ----------------------------------------------------
<PAGE>
 SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS
FOR THE PERIOD FROM INCEPTION, JULY 1, 1999, TO DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                      HARTFORD      AMERICAN FUNDS
                                    MONEY MARKET        ASSET         AMERICAN FUNDS    AMERICAN FUNDS
                                        FUND          ALLOCATION           BOND         GLOBAL GROWTH
                                    SUB-ACCOUNT      SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT
                                    ------------    --------------    --------------    --------------
<S>                                 <C>             <C>               <C>               <C>
OPERATIONS:
  Net investment income
   (loss).......................     $   33,380       $   16,282        $   50,957        $    8,449
  Capital gains income..........              2          126,885           --                155,656
  Net realized gain (loss) on
   security transactions........        --                    31               359             1,389
  Net unrealized (depreciation)
   appreciation of investments
   during the period............        --              (101,506)          (20,553)          729,114
                                     ----------       ----------        ----------        ----------
  Net increase in net assets
   resulting from operations....         33,382           41,692            30,763           894,608
                                     ----------       ----------        ----------        ----------
UNIT TRANSACTIONS:
  Purchases.....................      4,862,876        1,425,884         2,036,552         2,511,217
  Net transfers.................       (951,728)         811,493           598,489           776,934
  Surrenders for benefit and
   payments and fees............        (16,795)         (20,917)          (11,656)          (17,812)
  Net annuity transactions......        --               --                --                --
                                     ----------       ----------        ----------        ----------
  Net increase in net assets
   resulting from unit
   transactions.................      3,894,353        2,216,460         2,623,385         3,270,339
                                     ----------       ----------        ----------        ----------
  Net increase in net assets....      3,927,735        2,258,152         2,654,148         4,164,947
NET ASSETS:
  Beginning of period...........        --               --                --                --
                                     ----------       ----------        ----------        ----------
  End of period.................     $3,927,735       $2,258,152        $2,654,148        $4,164,947
                                     ==========       ==========        ==========        ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 12
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                 AMERICAN FUNDS                                                                        FRANKLIN
                                  GLOBAL SMALL    AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   AMERICAN FUNDS   REAL ESTATE
                                 CAPITALIZATION       GROWTH       GROWTH-INCOME    INTERNATIONAL      NEW WORLD      SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT      SUB-ACCOUNT     SUB-ACCOUNT
                                 --------------   --------------   --------------   --------------   --------------   -----------
<S>                              <C>              <C>              <C>              <C>              <C>              <C>
OPERATIONS:
  Net investment income
   (loss).......................   $   (2,120)     $   (36,369)     $    31,499       $    6,947       $    1,060      $     38
  Capital gains income..........       98,577        1,922,000        1,917,941          389,714              435           343
  Net realized gain (loss) on
   security transactions........       (1,737)            (599)             526          (25,899)             999           (25)
  Net unrealized (depreciation)
   appreciation of investments
   during the period............       81,270          736,813       (1,553,997)         534,543          142,203         2,000
                                   ----------      -----------      -----------       ----------       ----------      --------
  Net increase in net assets
   resulting from operations....      175,990        2,621,845          395,969          905,305          144,697         2,356
                                   ----------      -----------      -----------       ----------       ----------      --------
UNIT TRANSACTIONS:
  Purchases.....................      824,033       10,722,699        9,961,708        2,406,935          531,587        89,856
  Net transfers.................      230,437        2,742,725        3,242,751        1,099,087          499,704        14,541
  Surrenders for benefit and
   payments and fees............       (4,940)         (58,532)         (55,372)          (9,598)          (5,736)         (843)
  Net annuity transactions......      --               --               --               --               --             --
                                   ----------      -----------      -----------       ----------       ----------      --------
  Net increase in net assets
   resulting from unit
   transactions.................    1,049,530       13,406,892       13,149,087        3,496,424        1,025,555       103,554
                                   ----------      -----------      -----------       ----------       ----------      --------
  Net increase in net assets....    1,225,520       16,028,737       13,545,056        4,401,729        1,170,252       105,910
NET ASSETS:
  Beginning of period...........      --               --               --               --               --             --
                                   ----------      -----------      -----------       ----------       ----------      --------
  End of period.................   $1,225,520      $16,028,737      $13,545,056       $4,401,729       $1,170,252      $105,910
                                   ==========      ===========      ===========       ==========       ==========      ========

<CAPTION>
                                                     FRANKLIN
                                   FRANKLIN         STRATEGIC        MUTUAL SHARES
                                   SMALL CAP    INCOME INVESTMENTS    SECURITIES
                                  SUB-ACCOUNT      SUB-ACCOUNT        SUB-ACCOUNT
                                  -----------   ------------------   -------------
<S>                               <C>           <C>                  <C>
OPERATIONS:
  Net investment income
   (loss).......................  $   (2,918)        $ 16,505          $   (990)
  Capital gains income..........          26         --                  --
  Net realized gain (loss) on
   security transactions........       1,167               27               191
  Net unrealized (depreciation)
   appreciation of investments
   during the period............     448,957              508            28,653
                                  ----------         --------          --------
  Net increase in net assets
   resulting from operations....     447,232           17,040            27,854
                                  ----------         --------          --------
UNIT TRANSACTIONS:
  Purchases.....................     630,903           97,027           649,702
  Net transfers.................     654,035          660,466           175,147
  Surrenders for benefit and
   payments and fees............      (7,543)          (9,817)           (2,515)
  Net annuity transactions......      --             --
                                  ----------         --------          --------
  Net increase in net assets
   resulting from unit
   transactions.................   1,277,395          747,676           822,334
                                  ----------         --------          --------
  Net increase in net assets....   1,724,627          764,716           850,188
NET ASSETS:
  Beginning of period...........      --             --
                                  ----------         --------          --------
  End of period.................  $1,724,627         $764,716          $850,188
                                  ==========         ========          ========
</TABLE>

            ---------------------------------------------------- 13
              ----------------------------------------------------
<PAGE>
SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
STATEMENTS OF CHANGES IN NET ASSETS -- (CONTINUED)
FOR THE PERIOD FROM INCEPTION, JULY 1, 1999, TO DECEMBER 31, 1999
UNAUDITED

<TABLE>
<CAPTION>
                                         MFS
                                       CAPITAL             MFS               MFS             MFS
                                    OPPORTUNITIES    EMERGING GROWTH    GLOBAL EQUITY      GROWTH
                                     SUB-ACCOUNT       SUB-ACCOUNT       SUB-ACCOUNT     SUB-ACCOUNT
                                    -------------    ---------------    -------------    -----------
<S>                                 <C>              <C>                <C>              <C>
OPERATIONS:
  Net investment income
   (loss).......................     $   (6,375)       $  (12,765)        $    (15)      $   (2,728)
  Capital gains income..........        --                --                 1,971            7,094
  Net realized gain (loss) on
   security transactions........            442             1,060                2              202
  Net unrealized appreciation of
   investments during the
   period.......................        482,180         1,704,285            4,664          495,783
                                     ----------        ----------         --------       ----------
  Net increase in net assets
   resulting from operations....        476,247         1,692,580            6,622          500,351
                                     ----------        ----------         --------       ----------
UNIT TRANSACTIONS:
  Purchases.....................      2,513,108         3,239,426           96,068        1,951,955
  Net transfers.................        445,144         1,236,084           28,845        1,134,814
  Surrenders for benefit and
   payments and fees............         (5,628)           (9,337)             (16)         (10,150)
  Net annuity transactions......        --                --                --               --
                                     ----------        ----------         --------       ----------
  Net increase in net assets
   resulting from unit
   transactions.................      2,952,624         4,466,173          124,897        3,076,619
                                     ----------        ----------         --------       ----------
  Net increase in net assets....      3,428,871         6,158,753          131,519        3,576,970
NET ASSETS:
  Beginning of period...........        --                --                --               --
                                     ----------        ----------         --------       ----------
  End of period.................     $3,428,871        $6,158,753         $131,519       $3,576,970
                                     ==========        ==========         ========       ==========
</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

            ---------------------------------------------------- 14
              ----------------------------------------------------
<PAGE>
<TABLE>
<CAPTION>
                                     MFS                         MFS                       TEMPLETON      TEMPLETON
                                   GROWTH          MFS           NEW           MFS           ASSET        DEVELOPING
                                 WITH INCOME   HIGH INCOME    DISCOVERY    TOTAL RETURN   ALLOCATION    MARKETS EQUITY
                                 SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT   SUB-ACCOUNT    SUB-ACCOUNT    SUB-ACCOUNT
                                 -----------   -----------   -----------   ------------   -----------   --------------
<S>                              <C>           <C>           <C>           <C>            <C>           <C>
OPERATIONS:
  Net investment income
   (loss)....................... $   (8,327)   $   (3,554)     $ (1,803)    $   (2,288)    $   (511)       $   (666)
  Capital gains income..........     --            --            15,390        --            --             --
  Net realized gain (loss) on
   security transactions........        (34)           12           153             (7)           5              67
  Net unrealized appreciation of
   investments during the
   period.......................    163,027        19,874       225,243          9,829       19,522          50,339
                                 ----------    ----------      --------     ----------     --------        --------
  Net increase in net assets
   resulting from operations....    154,666        16,332       238,983          7,534       19,016          49,740
                                 ----------    ----------      --------     ----------     --------        --------
UNIT TRANSACTIONS:
  Purchases.....................  2,159,882       977,701       393,804        968,780      236,918         195,729
  Net transfers.................  1,020,966       191,978       276,347        290,507       76,346          56,350
  Surrenders for benefit and
   payments and fees............     (8,826)       (5,236)       (3,746)        (6,076)      (2,910)         (2,083)
  Net annuity transactions......     --            --            --            --            --             --
                                 ----------    ----------      --------     ----------     --------        --------
  Net increase in net assets
   resulting from unit
   transactions.................  3,172,022     1,164,443       666,405      1,253,211      310,354         249,996
                                 ----------    ----------      --------     ----------     --------        --------
  Net increase in net assets....  3,326,688     1,180,775       905,388      1,260,745      329,370         299,736
NET ASSETS:
  Beginning of period...........     --            --            --            --            --             --
                                 ----------    ----------      --------     ----------     --------        --------
  End of period................. $3,326,688    $1,180,775      $905,388     $1,260,745     $329,370        $299,736
                                 ==========    ==========      ========     ==========     ========        ========

<CAPTION>

                                    TEMPLETON       TEMPLETON
                                  GLOBAL GROWTH   INTERNATIONAL
                                   SUB-ACCOUNT     SUB-ACCOUNT
                                  -------------   -------------
<S>                               <C>             <C>
OPERATIONS:
  Net investment income
   (loss).......................     $ (1,260)     $   (3,984)
  Capital gains income..........        1,172         --
  Net realized gain (loss) on
   security transactions........           32             569
  Net unrealized appreciation of
   investments during the
   period.......................       57,004         140,647
                                     --------      ----------
  Net increase in net assets
   resulting from operations....       56,948         137,232
                                     --------      ----------
UNIT TRANSACTIONS:
  Purchases.....................      615,160         997,440
  Net transfers.................      270,275         324,351
  Surrenders for benefit and
   payments and fees............       (3,472)         (4,060)
  Net annuity transactions......      --              --
                                     --------      ----------
  Net increase in net assets
   resulting from unit
   transactions.................      881,963       1,317,731
                                     --------      ----------
  Net increase in net assets....      938,911       1,454,963
NET ASSETS:
  Beginning of period...........      --              --
                                     --------      ----------
  End of period.................     $938,911      $1,454,963
                                     ========      ==========
</TABLE>

            ---------------------------------------------------- 15
              ----------------------------------------------------
<PAGE>
SEPARATE ACCOUNT SEVEN
- --------------------------------------------------------------------------------
HARTFORD LIFE INSURANCE COMPANY
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
UNAUDITED

 1.  ORGANIZATION:


    Separate Account Seven (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 annunity contractowners of the Company in various
    mutual funds (the Funds) as directed by the contractowners.


 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 dividends from the Funds which are characterized as capital
       gains under tax regulations.


   b)  SECURITY VALUATION--The investment 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 expenses during the period. Operating results in
       the future could vary from the amounts derived from management's
       estimates.


 3.  ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

    Deductions and Charges -- Certain amounts are deducted from the Contracts,
    as described below:


   a)  MORTALITY AND EXPENSE RISK CHARGES--The Company will make deductions at a
       maximum annual rate of 1.25% 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 withdrawals or surrenders.
       These expenses are included in surrenders for benefit payments and fees
       on the accompanying statements of changes in net assets.



   c)  ADMINISTRATIVE CHARGE--The Company will make deductions to cover
       administrative expenses at a maximum annual rate of 0.15% of the
       contract's value. These expenses are included in surrenders for benefit
       payments and fees on the accompanying statements of changes in net
       assets.



   d)  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 on the accompanying
       statements of changes in net assets.

______________________________________ 16 ____________
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-1
- --------------------------------------------------------------------------------

                    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, 1998 and 1997, 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, 1998.
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 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 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, 1998 and 1997, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1998 in conformity with generally accepted
accounting principles.

Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The schedules listed in 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.

                                         ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 26, 1999
<PAGE>
F-2                             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

                       CONSOLIDATED STATEMENTS OF INCOME

<TABLE>
<CAPTION>
                                                           FOR THE YEARS
                                                         ENDED DECEMBER 31,
                                                      ------------------------
                                                       1998     1997     1996
                                                      ------   ------   ------
                                                           (IN MILLIONS)
 <S>                                                  <C>      <C>      <C>
 Revenues
   Premiums and other considerations...............   $2,218   $1,637   $1,705
   Net investment income...........................    1,759    1,368    1,397
   Net realized capital (losses) gains.............       (2)       4     (213)
                                                      ------   ------   ------
     Total revenues................................    3,975    3,009    2,889
                                                      ------   ------   ------
 Benefits, claims and expenses
   Benefits, claims and claim adjustment
    expenses.......................................    1,911    1,379    1,535
   Amortization of deferred policy acquisition
    costs..........................................      431      335      234
   Dividends to policyholders......................      329      240      635
   Other expenses..................................      766      586      427
                                                      ------   ------   ------
     Total benefits, claims and expenses...........    3,437    2,540    2,831
                                                      ------   ------   ------
   Income before income tax expense................      538      469       58
   Income tax expense..............................      188      167       20
                                                      ------   ------   ------
 Net income........................................   $  350   $  302   $   38
                                                      ------   ------   ------
                                                      ------   ------   ------
</TABLE>

                See Notes to Consolidated Financial Statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-3
- --------------------------------------------------------------------------------

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                       AS OF DECEMBER
                                                             31,
                                                      -----------------
                                                       1998      1997
                                                      -------   -------
 <S>                                                  <C>       <C>
                                                        (IN MILLIONS,
                                                      EXCEPT FOR SHARE
                                                            DATA)
 Assets
   Investments
   Fixed maturities, available for sale, at fair
    value (amortized cost of $14,505 and
    $13,885).......................................   $14,818   $14,176
   Equity securities, at fair value................        31       180
   Policy loans, at outstanding balance............     6,684     3,756
   Other investments, at cost......................       264        47
                                                      -------   -------
     Total investments.............................    21,797    18,159
   Cash............................................        17        54
   Premiums receivable and agents' balances........        17        18
   Reinsurance recoverables........................     1,257     6,114
   Deferred policy acquisition costs...............     3,754     3,315
   Deferred income tax.............................       464       348
   Other assets....................................       695       682
   Separate account assets.........................    90,262    69,055
                                                      -------   -------
     Total assets..................................   $118,263  $97,745
                                                      -------   -------
                                                      -------   -------

 Liabilities
   Future policy benefits..........................   $ 3,595   $ 3,059
   Other policyholder funds........................    19,615    21,034
   Other liabilities...............................     2,094     2,254
   Separate account liabilities....................    90,262    69,055
                                                      -------   -------
     Total liabilities.............................   115,566    95,402
                                                      -------   -------

 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
     Net unrealized capital gains on securities,
      net of tax...................................       184       179
                                                      -------   -------
     Total accumulated other comprehensive
      income.......................................       184       179
                                                      -------   -------
   Retained earnings...............................     1,462     1,113
                                                      -------   -------
     Total stockholder's equity....................     2,697     2,343
                                                      -------   -------
   Total liabilities and stockholder's equity......   $118,263  $97,745
                                                      -------   -------
                                                      -------   -------
</TABLE>

                See Notes to Consolidated Financial Statements.
<PAGE>
F-4                             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY

<TABLE>
<CAPTION>
                                                                      ACCUMULATED
                                                                         OTHER
                                                                     COMPREHENSIVE
                                                                        INCOME
                                                                    ---------------
                                                                    NET UNREALIZED
                                                                     CAPITAL GAINS
                                                                      (LOSSES) ON                       TOTAL
                                           COMMON     CAPITAL         SECURITIES,      RETAINED     STOCKHOLDER'S
                                           STOCK      SURPLUS         NET OF TAX       EARNINGS        EQUITY
                                           ------  --------------   ---------------   -----------   -------------
                                                                       (IN MILLIONS)
 <S>                                       <C>     <C>              <C>               <C>           <C>
 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
                                           ------          ------       -----         -----------      ------
 1996
 Balance, December 31, 1995..............    $ 6       $    1,007        $(57)          $  773         $1,729
 Comprehensive income
   Net income............................     --               --          --               38             38
                                                                                                       ------
 Other comprehensive income, net of tax
  (1):
   Changes in net unrealized capital
    gains on securities (2)..............     --               --          87               --             87
                                                                                                       ------
 Total other comprehensive income........                                                                  87
                                                                                                       ------
   Total comprehensive income............                                                                 125
                                                                                                       ------
 Capital contribution....................     --               38          --               --             38
                                           ------          ------       -----         -----------      ------
     Balance, December 31, 1996..........    $ 6       $    1,045        $ 30           $  811         $1,892
                                           ------          ------       -----         -----------      ------
                                           ------          ------       -----         -----------      ------
</TABLE>

- ---------

    (1) Net unrealized capital gain on securities is reflected net of tax of $3,
$80 and $47, as of December 31, 1998, 1997 and 1996, respectively.

    (2) There was no reclassification adjustment for after-tax gains (losses)
realized in net income for the years ended December 31, 1998 and 1997. December
31, 1996 is net of a $142 reclassification adjustment for after-tax losses
realized in net income.

                See Notes to Consolidated Financial Statements.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-5
- --------------------------------------------------------------------------------

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                               FOR THE YEARS ENDED
                                                   DECEMBER 31,
                                          ------------------------------
                                            1998       1997       1996
                                          --------   --------   --------
                                                  (IN MILLIONS)
<S>                                       <C>        <C>        <C>
Operating Activities
  Net income............................  $    350   $    302   $     38
  Adjustments to reconcile net income to
   net cash provided by operating
   activities
  Depreciation and amortization.........       (23)         8         14
  Net realized capital losses (gains)...         2         (4)       213
  Decrease in premiums receivable and
   agents' balances.....................         1        119         10
  (Decrease) increase in other
   liabilities..........................       (79)       223        577
  Change in receivables, payables, and
   accruals.............................        83        107        (22)
  Increase (decrease) in accrued
   taxes................................        60        126        (91)
  (Increase) decrease in deferred income
   taxes................................      (118)        40       (102)
  Increase in deferred policy
   acquisition costs....................      (439)      (555)      (572)
  Increase in future policy benefits....       536        585        101
  (Increase) decrease in reinsurance
   recoverables and other related
   assets...............................        (2)        21       (146)
                                          --------   --------   --------
    Net cash provided by operating
     activities.........................       371        972         20
                                          --------   --------   --------
Investing Activities
  Purchases of investments..............    (6,061)    (6,869)    (5,854)
  Sales of investments..................     4,901      4,256      3,543
  Maturity of investments...............     1,761      2,329      2,693
                                          --------   --------   --------
    Net cash provided by (used for)
     investing activities...............       601       (284)       382
                                          --------   --------   --------
Financing Activities
  Capital contribution..................        --         --         38
  Net disbursements for investment and
   universal life-type contracts charged
   against policyholder accounts........    (1,009)      (677)      (443)
                                          --------   --------   --------
    Net cash used for financing
     activities.........................    (1,009)      (677)      (405)
                                          --------   --------   --------
  Net (decrease) increase in cash.......       (37)        11         (3)
  Cash -- beginning of year.............        54         43         46
                                          --------   --------   --------
  Cash -- end of year...................  $     17   $     54   $     43
                                          --------   --------   --------
                                          --------   --------   --------
Supplemental Disclosure of Cash Flow
 Information:
  Net Cash Paid During the Year for:
  Income taxes..........................  $    263   $      9   $    189

Noncash Investing Activities:
  Due to the recapture of an in force block of business previously ceded
   to MBL Life Assurance Co. of New Jersey, reinsurance recoverables of
   $4,546 were exchanged for the fair value of assets comprised of
   $4,354 in policy loans and $192 in other assets.
</TABLE>

                See Notes to Consolidated Financial Statements.
<PAGE>
F-6                             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 (ILA) 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). 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 HLA 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. On December 19, 1995, ITT Industries, Inc. (formerly ITT
Corporation) (ITT) distributed all the outstanding shares of capital stock of
The Hartford to ITT stockholders of record on such date. As a result, The
Hartford became an independent, publicly traded company.

    Along with its parent, 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, deferred
compensation and retirement plan services and mutual funds for savings and
retirement needs; (b) life insurance for income protection and estate planning;
and (c) employee benefits products such as group life and 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 present the financial position,
results of operations and cash flows of the Company. All material intercompany
transactions and balances between the Company, its subsidiaries and affiliates
have been eliminated. The Consolidated Financial Statements are prepared on the
basis of generally accepted accounting principles which differ materially from
the statutory accounting practices prescribed by various insurance regulatory
authorities.

    The preparation of financial statements, in conformity with generally
accepted accounting principles, requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates. The most
significant estimates include those used in determining deferred policy
acquisition costs and the liability for future policy benefits and other
policyholder funds. Although some variability is inherent in these estimates,
management believes the amounts provided are adequate.

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

(b) CHANGES IN ACCOUNTING PRINCIPLES

    In November 1998, the Emerging Issues Task Force (EITF) reached consensus on
Issue No. 98-15, "Structured Notes Acquired for a Specific Investment Strategy".
This EITF issue requires companies to account for structured notes acquired for
a specific investment strategy, as a unit. Affected companies that entered into
these notes prior to September 25, 1998 are required to either restate prior
period financial statements to conform with the prescribed unit accounting model
or disclose the related impact on earnings for all periods presented and
cumulatively over the life of the instruments had the registrant accounted for
the structure as a unit. Based upon recently prescribed current generally
accepted accounting principles for such types of transactions entered into after
September 24, 1998, there was no additional earnings impact to the Company
related to combined structured note transactions. As of December 31, 1998, the
Company does not hold any combined structured notes.

    In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative Instruments and Hedging Activities". The new standard 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
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-7
- --------------------------------------------------------------------------------

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. SFAS
No. 133 will be effective for fiscal years beginning after June 15, 1999.
Initial application for Hartford Life Insurance Company will begin for the first
quarter of the year 2000. While Hartford Life Insurance Company is currently in
the process of quantifying the impact of SFAS No. 133, the Company is reviewing
its derivative holdings in order to take actions needed to minimize potential
volatility, while at the same time maintaining the economic protection needed to
support the goals of its business.

    In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) No. 98-1, "Accounting for the Costs
of Computer Software Developed or Obtained for Internal Use". The 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. This statement is effective for
fiscal years beginning after December 15, 1998 and is not expected to have a
material impact on the Company's financial condition or results of operations.

    Effective January 1, 1998, the Company adopted SFAS No. 130, "Reporting
Comprehensive Income", which establishes standards for reporting and display of
comprehensive income and its components in a full set of general purpose
financial statements. The objective of this statement is to report a measure of
all changes in equity of an enterprise that result from transactions and other
economic events of the period other than transactions with owners. Comprehensive
income is the total of net income and all other nonowner changes in equity.
Accordingly, the Company has reported comprehensive income in the Consolidated
Statements of Changes in Stockholder's Equity.

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

    In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information". The new standard requires public
business enterprises to disclose certain financial and descriptive information
about reportable operating segments in annual financial statements and in
condensed financial statements of interim periods. Operating segments are
components of an enterprise about which separate financial information is
available that is evaluated regularly by the chief operating decision maker in
deciding how to allocate resources and assessing performance. SFAS No. 131 also
establishes standards for related disclosures about products and services,
geographic areas and major customers. The Company adopted SFAS No. 131 in 1998.
For additional information, see Note 13.

    On November 14, 1996, the EITF reached a consensus on Issue No. 96-12,
"Recognition of Interest Income and Balance Sheet Classification of Structured
Notes". This EITF issue requires companies to record income on certain
structured securities on a retrospective interest method. The Company adopted
EITF No. 96-12 for structured securities acquired after November 14, 1996.
Adoption of EITF No. 96-12 did not have a material effect on the Company's
financial condition or results of operations.

    In June 1996, the FASB issued SFAS No. 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities" which is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after December 31, 1996. This statement established
criteria for determining whether transferred assets should be accounted for as
sales or secured borrowings. Adoption of SFAS No. 125 did not have a material
effect on the Company's financial condition or results of operations.

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

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

(c) 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 policies
are recognized as revenues when they are due from policyholders.
<PAGE>
F-8                             HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

(d) FUTURE POLICY BENEFITS AND OTHER POLICYHOLDER FUNDS

    Liabilities for future policy benefits are computed by the net level premium
method using interest rate assumptions varying from 3% to 11% and withdrawal and
mortality assumptions appropriate at the time the policies were issued.
Liabilities for universal life-type and investment contracts are stated at
policyholder account values before surrender charges.

(e) INVESTMENTS

    Hartford Life Insurance Company's investments in fixed maturities include
bonds and commercial paper which are considered "available for sale" and
accordingly are carried at fair value with the after-tax difference from cost
reflected as a component of stockholder's equity designated "net unrealized
capital gains on securities, net of tax". Equity securities, which include
common and non-redeemable preferred stocks, are carried at fair values with the
after-tax difference from cost reflected in stockholder's equity. Policy loans
are carried at outstanding balance which approximates fair value. 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.

(f) DERIVATIVE INSTRUMENTS

    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. The 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 86-2, "Accounting for Options" and various EITF
pronouncements. Written options are used, in all cases in conjunction with other
assets and derivatives, as part of the Company's asset and liability management
strategy. Derivative instruments are carried at values consistent with the asset
or liability being hedged. Derivative instruments used to hedge fixed maturities
or equity securities are carried at fair value 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 (b) Changes in Accounting Principles.

    Derivative instruments must be designated at inception as a hedge and
measured for effectiveness both at inception 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 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 it is intended to replicate. Derivative instruments which
fail to meet risk management criteria, subsequent to acquisition, are marked to
market with the impact reflected in the Consolidated Statements of Income.

    Gains or losses on financial futures contracts entered into in anticipation
of the investment of future receipt of product cash flows are deferred and, at
the time of the ultimate investment purchase, reflected as an adjustment to the
cost basis of the purchased asset. Gains or losses on futures used in invested
asset risk management are deferred and adjusted into the cost basis of the
hedged asset when the contract futures are closed, except for futures used in
duration hedging which are deferred and basis adjusted on a quarterly basis. The
basis adjustments are amortized into net investment income over the remaining
asset life.

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

    The cost of options entered into as part of a risk management strategy are
basis adjusted to the underlying asset or liability and amortized over the
remaining life of the
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                             F-9
- --------------------------------------------------------------------------------

option. Gains or losses on expiration or termination are adjusted into the basis
of the underlying asset or liability and amortized over the remaining asset
life.

    Interest rate swaps involve the periodic exchange of payments without the
exchange of underlying principal or notional amounts. Net receipts or payments
are accrued and recognized over the life of the swap agreement as an adjustment
to investment income. Should the swap be terminated, the gain or loss is
adjusted into the basis of the asset or liability and amortized over the
remaining life. Should the hedged asset be sold or liability terminated without
terminating the swap position, any swap gains or losses are immediately
recognized in net investment income. Interest rate swaps purchased in
anticipation of an asset purchase (anticipatory transaction) are recognized
consistent with the underlying asset components such that the settlement
component is recognized in the Consolidated Statements of Income while the
change in market value is recognized as an unrealized capital gain or loss.

    Premiums paid on purchased floor or cap agreements and the premium received
on issued cap or floor agreements (used for risk management) are adjusted into
the basis of the applicable asset and amortized over the asset life. Gains or
losses on termination of such positions are adjusted into the basis of the asset
or liability and amortized over the remaining asset life. Net payments are
recognized as an adjustment to income or basis adjusted and amortized depending
on the specific hedge strategy.

    Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52. Changes in the spot rate of instruments designated
as hedges of the net investment in a foreign subsidiary are reflected in the
cumulative translation adjustments component of stockholder's equity. Cash flows
from futures, options, and swaps, accounted for as hedges, are included with the
cash flows of the item being hedged.
(g) 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 the investment risk and rewards, and guaranteed separate account assets,
wherein the Company contractually guarantees either a minimum return or account
value to the policyholder.

(h) DEFERRED POLICY ACQUISITION COSTS

    Policy acquisition costs, which include commissions and certain underwriting
expenses associated with acquiring business, are deferred and amortized over the
estimated lives of the contracts, 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.

    Acquisition costs and their related deferral are included in the Company's
other expenses as follows:

<TABLE>
<CAPTION>
                                         1998       1997       1996
                                       ---------  ---------  ---------
<S>                                    <C>        <C>        <C>
Commissions..........................  $   1,069  $     976  $     848
Deferred acquisition costs...........       (891)      (862)      (823)
Other................................        588        472        402
                                       ---------  ---------  ---------
    Total other expenses.............  $     766  $     586  $     427
                                       ---------  ---------  ---------
                                       ---------  ---------  ---------
</TABLE>

(i) 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. The participating insurance in force accounted for 71%, 55%
and 44% in 1998, 1997 and 1996, respectively, of total insurance in force.

 3. INVESTMENTS AND DERIVATIVE INSTRUMENTS

(a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Interest income from fixed
 maturities.........................  $     952  $     932  $     918
Interest income from policy loans...        789        425        477
Income from other investments.......         32         26         15
                                      ---------  ---------  ---------
Gross investment income.............      1,773      1,383      1,410
Less: Investment expenses...........         14         15         13
                                      ---------  ---------  ---------
Net investment income...............  $   1,759  $   1,368  $   1,397
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>

<PAGE>
F-10                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

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

<TABLE>
<CAPTION>
                                                  FOR THE YEARS ENDED
                                                     DECEMBER 31,
                                           ---------------------------------
                                             1998        1997        1996
                                           ---------     -----     ---------
<S>                                        <C>        <C>          <C>
Fixed maturities.........................  $     (28)  $      (7)  $    (201)
Equity securities........................         21          12           2
Real estate and other....................          5          (1)         (4)
Less: Decrease in liability to
 policyholders for realized capital
 gains...................................         --          --         (10)
                                           ---------         ---   ---------
Net realized capital (losses) gains......  $      (2)  $       4   $    (213)
                                           ---------         ---   ---------
                                           ---------         ---   ---------
</TABLE>

(c) NET UNREALIZED CAPITAL (LOSSES) GAINS ON EQUITY SECURITIES

<TABLE>
<CAPTION>
                                                       FOR THE YEARS ENDED
                                                          DECEMBER 31,
                                              -------------------------------------
                                                 1998         1997         1996
                                                 -----        -----        -----
<S>                                           <C>          <C>          <C>
Gross unrealized capital gains..............   $       2    $      14    $      13
Gross unrealized capital losses.............          (1)          --           (1)
                                                     ---          ---          ---
Net unrealized capital gains................           1           14           12
Deferred income tax expense.................          --            5            4
                                                     ---          ---          ---
Net unrealized capital gains, net of tax....           1            9            8
Balance -- beginning of year................           9            8            1
                                                     ---          ---          ---
Net change in unrealized capital gains on
 equity securities..........................   $      (8)   $       1    $       7
                                                     ---          ---          ---
                                                     ---          ---          ---
</TABLE>

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

<TABLE>
<CAPTION>
                                                FOR THE YEARS ENDED
                                                   DECEMBER 31,
                                          -------------------------------
                                            1998       1997       1996
                                          ---------  ---------  ---------
<S>                                       <C>        <C>        <C>
Gross unrealized capital gains..........  $     421  $     371  $     386
Gross unrealized capital losses.........       (108)       (80)      (341)
Unrealized capital gains credited to
 policyholders..........................        (32)       (30)       (11)
                                          ---------  ---------  ---------
Net unrealized capital gains............        281        261         34
Deferred income tax expense.............         98         91         12
                                          ---------  ---------  ---------
Net unrealized capital gains, net of
 tax....................................        183        170         22
Balance -- beginning of year............        170         22        (58)
                                          ---------  ---------  ---------
Net change in unrealized capital gains
 (losses) on fixed maturities...........  $      13  $     148  $      80
                                          ---------  ---------  ---------
                                          ---------  ---------  ---------
</TABLE>

(e) FIXED MATURITY INVESTMENTS

<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
International 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>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-11
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                 AS OF DECEMBER 31, 1997
                                                                   ---------------------------------------------------
                                                                                   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)......................................    $   217       $  3          $ (1)        $   219
U. S. Government and Government agencies and authorities
 (guaranteed and sponsored) -- asset backed......................      1,175         64           (35)          1,204
States, municipalities and political subdivisions................        211          7            (1)            217
International governments........................................        376         20            (3)            393
Public utilities.................................................        871         26            (3)            894
All other corporate including international......................      5,033        200           (25)          5,208
All other corporate -- asset backed..............................      4,091         41            (8)          4,124
Short-term investments...........................................      1,318         --            --           1,318
Certificates of deposit..........................................        593         10            (4)            599
                                                                   ----------     -----         -----       ----------
    Total fixed maturities.......................................    $13,885       $371          $(80)        $14,176
                                                                   ----------     -----         -----       ----------
                                                                   ----------     -----         -----       ----------
</TABLE>

    The amortized cost and estimated fair value of fixed maturity investments as
of December 31, 1998 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 data. Such estimates are derived
from prepayment speeds experienced at the interest rate levels projected for the
applicable underlying collateral and can be expected to vary from actual
experience.

                                    MATURITY

<TABLE>
<CAPTION>
                                            AMORTIZED
                                              COST      FAIR VALUE
                                           -----------  -----------
<S>                                        <C>          <C>
One year or less.........................   $   3,047    $   3,116
Over one year through five years.........       4,796        4,843
Over five years through ten years........       3,242        3,318
Over ten years...........................       3,420        3,541
                                           -----------  -----------
    Total................................   $  14,505    $  14,818
                                           -----------  -----------
                                           -----------  -----------
</TABLE>

    Sales of fixed maturities, excluding short-term fixed maturities, for the
years ended December 31, 1998, 1997 and 1996 resulted in proceeds of $3.2
billion, $4.2 billion and $3.5 billion, gross realized capital gains of $103,
$169 and $87, gross realized capital losses (including writedowns) of $131, $176
and $298, respectively. In 1996, gross realized capital losses includes an other
than temporary impairment of $137 related to the Company's block of guaranteed
investment contract business written prior to 1995 which could not recover to
amortized cost prior to sale. Sales of equity security investments for the years
ended December 31, 1998, 1997 and 1996 resulted in proceeds of $35, $132 and $74
and gross realized capital gains of $21, $12 and $2, respectively, and no gross
realized capital losses for all periods.

(f) 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.

(g) 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.

    Hartford Life Insurance 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.

    Hartford Life Insurance Company's derivative program is monitored by an
internal compliance unit and is reviewed by senior management and Hartford
Life's Finance Committee of the Board of Directors. 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
<PAGE>
F-12                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

the Company's guaranteed separate account derivative investments), totaled $6.2
billion and $6.5 billion ($3.9 billion and $4.6 billion related to the Company's
investments, $2.3 billion and $1.9 billion on the Company's liabilities) as of
December 31, 1998 and 1997, respectively.

    The tables below provide a summary of derivative instruments held by
Hartford Life Insurance Company as of December 31, 1998 and 1997, segregated by
major investment and liability category:

<TABLE>
<CAPTION>
                                                          1998 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------------
                                                                                                  FOREIGN
                                      TOTAL      ISSUED    PURCHASED                  INTEREST    CURRENCY     TOTAL
                                     CARRYING    CAPS &      CAPS &      FUTURES        RATE       SWAPS      NOTIONAL
           ASSETS HEDGED              VALUE      FLOORS      FLOORS        (2)         SWAPS        (3)        AMOUNT
- -----------------------------------  --------   --------   ----------   ----------   ----------   --------   ----------
<S>                                  <C>        <C>        <C>          <C>          <C>          <C>        <C>
Asset backed securities (excluding
 inverse floaters and
 anticipatory).....................  $  5,163   $     --   $   188      $     3      $      885     $--       $ 1,076
Inverse floaters (1)...............        24         44        55           --              --      --            99
Anticipatory (4)...................        --         --        --           --             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      1,100        50           --           1,195      --         2,345
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total derivative instruments --
     notional value................             $  1,605   $   890      $    21      $    3,615     $90       $ 6,221
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total derivative instruments --
     fair value....................             $     (6)  $    19      $    --      $       27     $(7)      $    33
                                     --------   --------   ----------   ----------   ----------     ---      ----------
                                     --------   --------   ----------   ----------   ----------     ---      ----------
</TABLE>

<TABLE>
<CAPTION>
                                                          1997 -- AMOUNT HEDGED (NOTIONAL AMOUNTS)
                                     ----------------------------------------------------------------------------------
                                                                                                  FOREIGN
                                      TOTAL      ISSUED    PURCHASED                  INTEREST    CURRENCY     TOTAL
                                     CARRYING    CAPS &      CAPS &      FUTURES        RATE       SWAPS      NOTIONAL
           ASSETS HEDGED              VALUE      FLOORS      FLOORS        (2)         SWAPS        (3)        AMOUNT
- -----------------------------------  --------   --------   ----------   ----------   ----------   --------   ----------
<S>                                  <C>        <C>        <C>          <C>          <C>          <C>        <C>
Asset backed securities
 (excluding inverse floaters and
 anticipatory).....................  $  5,253   $    500   $ 1,404      $    28      $      221     $--       $ 2,153
Inverse floaters (1)...............        75         47        80           --              25      --           152
Anticipatory (4)...................        --         --        --           --              --      --            --
Other bonds and notes..............     7,531        462       460           22           1,258      91         2,293
Short-term investments.............     1,317         --        --           --              --      --            --
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total fixed maturities.........    14,176      1,009     1,944           50           1,504      91         4,598
Equity securities, policy loans and
 other investments.................     3,983         --        --           --              --      --            --
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total investments..............  $ 18,159      1,009     1,944           50           1,504      91         4,598
    Other policyholder funds.......  $ 21,034         10       150           --           1,747      --         1,907
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total derivative instruments --
     notional value................             $  1,019   $ 2,094      $    50      $    3,251     $91       $ 6,505
                                     --------   --------   ----------   ----------   ----------     ---      ----------
    Total derivative instruments --
     fair value....................             $     (8)  $    23      $    --      $       19     $(6)      $    28
                                     --------   --------   ----------   ----------   ----------     ---      ----------
                                     --------   --------   ----------   ----------   ----------     ---      ----------
</TABLE>

- ---------

    (1) Inverse floaters are variations of collateralized mortgage obligations
(CMO's) for which the coupon rates move inversely with an index rate such as the
London Interbank Offered Rate (LIBOR). The risk to principal is considered
negligible as the underlying collateral for the securities is guaranteed or
sponsored by government agencies. To address the volatility risk created by the
coupon variability, the Company uses a variety of derivative instruments,
primarily interest rate swaps, caps and floors.

    (2) As of December 31, 1998 and 1997, approximately 5% and 44% ,
respectively, of the notional futures contracts expire within one year.

    (3) As of December 31, 1998 and 1997, approximately 11% and 16%,
respectively, of foreign currency swaps expire within one year.

    (4) Deferred gains and losses on anticipatory transactions are included in
the carrying value of fixed maturities in the Consolidated Balance Sheets. At
the time of the ultimate purchase, they are reflected as a basis adjustment to
the purchased asset. As of December 31, 1998 and 1997, the Company had no
deferred gains for interest rate swaps. During 1998, $1.5 in deferred gains were
basis adjusted.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-13
- --------------------------------------------------------------------------------

    The following is a reconciliation of notional amounts by derivative type and
strategy as of December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                                                    DECEMBER 31, 1997                    MATURITIES/      DECEMBER 31, 1998
                                                     NOTIONAL AMOUNT      ADDITIONS   TERMINATIONS (1)     NOTIONAL AMOUNT
                                                  ---------------------   ----------  -----------------   -----------------
<S>                                               <C>                     <C>         <C>                 <C>
BY DERIVATIVE TYPE
Caps............................................        $1,239              $ 1,000        $  327              $1,912
Floors..........................................         1,864                   --         1,281                 583
Swaps/Forwards..................................         3,342                1,838         1,475               3,705
Futures.........................................            50                    8            37                  21
Options.........................................            10                   --            10                  --
                                                       -------            ----------      -------             -------
    Total.......................................        $6,505              $ 2,846        $3,130              $6,221
                                                       -------            ----------      -------             -------
BY STRATEGY
Liability.......................................        $1,907              $ 1,099        $  661              $2,345
Anticipatory....................................            --                  242             7                 235
Asset...........................................         1,805                1,260           667               2,398
Portfolio.......................................         2,793                  245         1,795               1,243
                                                       -------            ----------      -------             -------
    Total.......................................        $6,505              $ 2,846        $3,130              $6,221
                                                       -------            ----------      -------             -------
                                                       -------            ----------      -------             -------
</TABLE>

- ---------

    (1) During 1998, 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.

    Fair value for other invested assets primarily consist of partnerships and
trusts that are based on external market valuations from partnership and trust
management as well as mortgage loans where carrying amounts approximate 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 validated through periodic comparison to dealer quoted prices.

    The carrying amount and fair values of Hartford Life Insurance Company's
financial instruments as of December 31, 1998 and 1997 were as follows:

<TABLE>
<CAPTION>
                                                                1998                1997
                                                         ------------------  ------------------
                                                         CARRYING    FAIR    CARRYING    FAIR
                                                          AMOUNT     VALUE    AMOUNT     VALUE
                                                         ---------  -------  ---------  -------
<S>                                                      <C>        <C>      <C>        <C>
ASSETS
  Fixed maturities.....................................   $ 14,818  $14,818   $ 14,176  $14,176
  Equity securities....................................         31       31        180      180
  Policy loans.........................................      6,684    6,684      3,756    3,756
  Other investments....................................        264      309         47       91
LIABILITIES
  Other policyholder funds (1).........................   $ 11,709  $11,726   $ 11,769  $11,755
</TABLE>

- ---------

    (1) Excludes corporate owned life insurance and universal life insurance
contracts.

<PAGE>
F-14                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

 5. SEPARATE ACCOUNTS

    Hartford Life Insurance Company maintained separate account assets and
liabilities totaling $90.3 billion and $69.1 billion as of December 31, 1998 and
1997, 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 $80.6 billion and $58.6
billion as of December 31, 1998 and 1997, respectively, wherein the policyholder
assumes the investment risk, and guaranteed separate accounts totaling $9.7 and
$10.5 billion as of December 31, 1998 and 1997, 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 $1.8 billion and $1.9 billion as of December
31, 1998 and 1997, 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 $908, $699 and $538
in 1998, 1997 and 1996, respectively. The guaranteed separate accounts include
fixed market value adjusted (MVA) individual annuity and modified guaranteed
life insurance. The average credited interest rate on these contracts was 6.6%
and 6.5% as of December 31, 1998 and 1997, respectively. The assets that support
these liabilities were comprised of $9.5 billion and $10.2 billion in fixed
maturities as of December 31, 1998 and 1997, respectively. 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 $40 and $119 in carrying value and $3.5 billion and
$3.0 billion in notional amounts as of December 31, 1998 and 1997, respectively.

 6. STATUTORY RESULTS

<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Statutory net income................  $     211  $     214  $     144
                                      ---------  ---------  ---------
Statutory surplus...................  $   1,676  $   1,441  $   1,207
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</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 1999 is estimated to be $168.

    Hartford Life Insurance Company and its domestic insurance subsidiaries
prepare their statutory financial statements in accordance with accounting
practices prescribed by the State of Connecticut. Prescribed statutory
accounting practices include publications of the National Association of
Insurance Commissioners, as well as state laws, regulations, and general
administrative rules.

 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. The aggregate number of shares of Class A Common
Stock which may be awarded in any one year shall be subject to an annual limit.
The maximum number of shares of Class A Common Stock which may be granted under
the Plan in each year shall be 1.5% of the total issued and outstanding shares
of Hartford Life Class A Common Stock and treasury stock as reported in the
Annual Report on Hartford Life's Form 10-K for the preceding year plus unused
portions of such limit from prior years. In addition, no more than 5 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.

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

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

    During the second quarter of 1997, Hartford Life established the 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 121,943 and
54,316 shares under the ESPP in 1998 and 1997, respectively. The weighted
average fair value of the discount under the ESPP was $13.80 per share in 1998
and $9.63 per share in 1997.
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-15
- --------------------------------------------------------------------------------

 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 1998 and $5
in both 1997 and 1996.

    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 1998, 1997 and 1996.

    The assumed rate in the per capita cost of health care (the health care
trend rate) was 7.8% for 1998, decreasing ratably to 5.0% in the year 2003.
Increasing the health care trend rates by one percent per year would have an
immaterial impact on the accumulated postretirement benefit obligation and the
annual expense. To the extent that the actual experience differs from the
inherent assumptions, 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 and $2 in 1998 and 1997, respectively.

 9. REINSURANCE

    Hartford Life Insurance Company cedes insurance to other insurers, including
its parent, HLA, in order to limit its maximum loss. Such transfer does not
relieve the Company of its primary liability. The Company also assumes insurance
from other insurers. Failure of reinsurers to honor their obligations could
result in losses to the Company. The Company evaluates the financial condition
of its reinsurers and monitors concentration of credit risk.

    Net premiums and other considerations were comprised of the following:

<TABLE>
<CAPTION>
                                            FOR THE YEARS ENDED
                                               DECEMBER 31,
                                      -------------------------------
                                        1998       1997       1996
                                      ---------  ---------  ---------
<S>                                   <C>        <C>        <C>
Gross premiums......................  $   2,722  $   2,164  $   2,138
Assumed.............................        150        159        190
Ceded...............................       (654)      (686)      (623)
                                      ---------  ---------  ---------
  Net premiums and other
   considerations...................  $   2,218  $   1,637  $   1,705
                                      ---------  ---------  ---------
                                      ---------  ---------  ---------
</TABLE>

    The Company ceded approximately $128, $76 and $100 of group life premium to
HLA in 1998, 1997 and 1996, respectively, representing $38.4 billion, $33.6
billion and $33.3 billion of insurance in force, respectively. The Company ceded
$383, $339 and $318 of accident and health premium to HLA in 1998, 1997 and
1996, respectively. The Company assumed $82, $89 and $101 of premium in 1998,
1997 and 1996, respectively, representing $7.4 billion, $8.2 billion and $8.5
billion of individual life insurance in force, respectively, from HLA.

    Life reinsurance recoveries, which reduce death and other benefits,
approximated $97, $158 and $140 for the years ended December 31, 1998, 1997 and
1996, respectively.

    Hartford Life Insurance Company has no significant reinsurance-related
concentrations of credit risk.

 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. The Company's effective tax rate was
35%, 36% and 35% in 1998, 1997 and 1996, respectively.
<PAGE>
F-16                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

    Income tax expense is as follows:

<TABLE>
<CAPTION>
                                                 FOR THE YEARS ENDED
                                                    DECEMBER 31,
                                           -------------------------------
                                             1998       1997       1996
                                           ---------  ---------  ---------
<S>                                        <C>        <C>        <C>
Current..................................  $     307  $     162  $     118
Deferred.................................       (119)         5        (98)
                                           ---------  ---------  ---------
  Income tax expense.....................  $     188  $     167  $      20
                                           ---------  ---------  ---------
                                           ---------  ---------  ---------
</TABLE>

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

<TABLE>
<CAPTION>
                                                   FOR THE YEARS ENDED
                                                      DECEMBER 31,
                                            ---------------------------------
                                              1998       1997        1996
                                            ---------  ---------     -----
<S>                                         <C>        <C>        <C>
Tax provision at the U.S. Federal
 statutory rate...........................  $     188  $     164   $      20
Other.....................................         --          3          --
                                            ---------  ---------         ---
  Total...................................  $     188  $     167   $      20
                                            ---------  ---------         ---
                                            ---------  ---------         ---
</TABLE>

    Deferred tax assets (liabilities) include the following as of December 31:

<TABLE>
<CAPTION>
                                                   1998       1997
                                                 ---------  ---------
<S>                                              <C>        <C>
Tax basis deferred policy acquisition costs....  $     751  $     639
Financial statement deferred policy acquisition
 costs and reserves............................        103         69
Employee benefits..............................          4          8
Net unrealized capital gains on securities.....        (98)       (96)
Investments and other..........................       (296)      (272)
                                                 ---------  ---------
  Total........................................  $     464  $     348
                                                 ---------  ---------
                                                 ---------  ---------
</TABLE>

    Hartford Life Insurance Company had a current tax payable of $65 and $64 as
of December 31, 1998 and 1997, respectively.

    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 this
deferred income. The balance for tax return purposes of the Policyholders'
Surplus Account as of December 31, 1998 was $104.

 11. RELATED PARTY TRANSACTIONS

    Transactions of the Company with HA&I and its affiliates relate principally
to tax settlements, reinsurance, insurance coverage, rental and service fees,
payment of dividends and capital contributions. In addition, certain affiliated
insurance companies purchased group annuity contracts from the Company to fund
pension costs and claim annuities to settle casualty claims. Substantially all
general insurance expenses related to the Company, including rent and employee
benefit plan expenses, are initially paid by The Hartford. Direct expenses are
allocated to the Company using specific identification, and indirect expenses
are allocated using other applicable methods. Indirect expenses include those
for corporate areas which, 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, $34 and $40 in 1998, 1997 and 1996,
respectively. Management believes that the methods used are reasonable.

 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 monetary and
punitive damages have been asserted. 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 potential 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 $9, $15 and $11 in 1998, 1997 and 1996,
respectively, of which $4, $4 and $5, respectively, were estimated to be
creditable against premium taxes.

(c) LEASES

    The rent paid to Hartford Fire for space occupied by the Company was $7 in
both 1998 and 1997 and $3 in 1996. Future minimum rental commitments are as
follows:

<TABLE>
<S>                <C>
1999.............  $       7
2000.............         12
2001.............         12
2002.............         13
2003.............         13
Thereafter.......         74
                   ---------
  Total..........  $     131
                   ---------
                   ---------
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-17
- --------------------------------------------------------------------------------

    Rental expense is recognized on a level basis over the term of the primary
sublease, which expires on December 31, 2009, and amounted to approximately $9
in both 1998 and 1997 and $8 in 1996.

(d) TAX MATTERS

    Hartford Life's federal income tax returns are routinely audited by the
Internal Revenue Service. Hartford Life is currently under audit for the years
1993 through 1995, with the audit for the years 1996 through 1997 expected to
begin during early 1999. Management believes that adequate provision has been
made in the financial statements for items that may result from tax examinations
and other tax related matters.

(e) INVESTMENTS

    As of December 31, 1998, Hartford Life Insurance Company held $71 of asset
backed securities securitized and serviced by Commercial Financial Services,
Inc. (CFS) of which $50 were included in the Company's general account and $21
in the Company's guaranteed separate account. In October 1998, the Company
became aware of allegations of improper activities at CFS. On December 11, 1998,
CFS filed for protection under Chapter 11 of the Bankruptcy Code. As of December
31, 1998, CFS continues to service the asset backed securities, which remain
current on payments of principal and interest, however, the Company does not
expect to recover all of its principal investment. Based upon information
available in the fourth quarter 1998, the Company recognized a $25, after-tax,
writedown related to its holdings in CFS of which $18 was related to the
Company's general account assets. The ultimate realizable amount depends on the
outcome of the bankruptcy of CFS and these estimates are therefore subject to
material change as new information becomes available. The Company is presently
unable to determine the amount of further potential loss, if any, related to the
securities.

 13. SEGMENT INFORMATION

    Hartford Life Insurance Company adopted SFAS No. 131, "Disclosures about
Segments of an Enterprise and Related Information", during the fourth quarter of
1998. This statement replaces SFAS No. 14, "Financial Reporting for Segments of
a Business Enterprise", and establishes new standards for reporting information
about operating segments in annual financial statements and in interim financial
reports issued to shareholders. It also establishes standards for related
disclosures about products and services, geographic areas and major customers.
This statement requires that the reportable operating segments be based on the
Company's internal operations. On this basis, Hartford Life Insurance Company's
segments represent strategic operations which offer different products and
services as well as serve different markets.

    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 variable annuities,
fixed market value adjusted (MVA) annuities and fixed and variable immediate
annuities, mutual funds, deferred compensation and retirement plan services,
structured settlement contracts and other special purpose annuity contracts.
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 table outlines summarized financial information
concerning the Company's segments. The information for 1997 and 1996 has been
restated to conform to the 1998 presentation.

<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>

<PAGE>
F-18                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

<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>

<TABLE>
<CAPTION>
                                                         INVESTMENT   INDIVIDUAL
1996                                                      PRODUCTS       LIFE       COLI    OTHER    TOTAL
- -------------------------------------------------------  ----------   ----------   -------  ------  --------
<S>                                                      <C>          <C>          <C>      <C>     <C>
Total revenues.........................................   $ 1,002       $  440     $ 1,360  $   87  $  2,889
Net investment income..................................       684          153         480      80     1,397
Amortization of deferred policy acquisition costs......       174           60          --      --       234
Income tax expense (benefit)...........................       (42)          24          11      27        20
Net income (loss)......................................       (77)          44          26      45        38
Assets.................................................    57,410        3,753      14,222   2,377    77,762
</TABLE>

 14. QUARTERLY RESULTS FOR 1998 AND 1997 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       THREE MONTHS ENDED
                                     --------------------------------------------------------------------------------------
                                          MARCH 31,              JUNE 30,           SEPTEMBER 30,          DECEMBER 31,
                                     --------------------  --------------------  --------------------  --------------------
                                       1998       1997       1998       1997       1998       1997       1998       1997
                                     ---------  ---------  ---------  ---------  ---------  ---------  ---------  ---------
<S>                                  <C>        <C>        <C>        <C>        <C>        <C>        <C>        <C>
Revenues...........................   $    915   $    651   $    721   $    645   $    826   $    679   $  1,513   $  1,034
Benefits, claims and expenses......        787        550        591        536        688        550      1,371        904
Net income.........................         83         63         85         74         89         81         93         84
</TABLE>
<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-19
- --------------------------------------------------------------------------------

  SCHEDULE I -- SUMMARY OF INVESTMENTS -- OTHER THAN INVESTMENTS IN AFFILIATES
                            AS OF DECEMBER 31, 1998
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                   AMOUNT AT
                                                                     WHICH
                                                         FAIR       SHOWN ON
TYPE OF INVESTMENT                              COST     VALUE   BALANCE SHEET
- ---------------------------------------------  -------  -------  --------------
<S>                                            <C>      <C>      <C>
Fixed Maturities
Bonds and Notes
  U. S. Government and Government agencies
   and authorities (guaranteed and
   sponsored)................................  $   121  $   123     $   123
  U. S. Government and Government agencies
   and authorities (guaranteed and sponsored)
   -- asset backed...........................    1,001    1,016       1,016
  States, municipalities and political
   subdivisions..............................      165      173         173
  Foreign governments........................      393      412         412
  Public utilities...........................      844      874         874
  All other corporate including
   international.............................    5,469    5,687       5,687
  All other corporate -- asset backed........    4,155    4,171       4,171
  Short-term investments.....................    1,847    1,847       1,847
Certificates of deposit......................      510      515         515
                                               -------  -------     -------
Total fixed maturities.......................   14,505   14,818      14,818
                                               -------  -------     -------
Equity Securities
Common Stocks
  Industrial and miscellaneous...............       30       31          31
                                               -------  -------     -------
Total equity securities......................       30       31          31
                                               -------  -------     -------
Total fixed maturities and equity
 securities..................................   14,535   14,849      14,849
                                               -------  -------     -------
Policy Loans.................................    6,684    6,684       6,684
                                               -------  -------     -------
Other Investments
  Mortgage loans on real estate..............      206      207         206
  Other invested assets......................       58      102          58
                                               -------  -------     -------
Total other investments......................      264      309         264
                                               -------  -------     -------
Total investments............................  $21,483  $21,842     $21,797
                                               -------  -------     -------
                                               -------  -------     -------
</TABLE>

<PAGE>
F-20                            HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
- --------------------------------------------------------------------------------

              SCHEDULE III -- SUPPLEMENTARY INSURANCE INFORMATION
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
                                 (IN MILLIONS)
<TABLE>
<CAPTION>
                                                DEFERRED
                                                 POLICY       FUTURE       OTHER         PREMIUMS          NET
                                               ACQUISITION    POLICY     POLICYHOLDER    AND OTHER      INVESTMENT
SEGMENT                                           COSTS      BENEFITS      FUNDS      CONSIDERATIONS     INCOME
- ---------------------------------------------  -----------   ---------   ----------   ---------------   ---------

<S>                                            <C>           <C>         <C>          <C>               <C>
1998
Investment Products..........................    $2,823       $2,407      $ 9,194         $1,043         $  736
Individual Life..............................       931          466        2,307            363            181
Corporate Owned Life Insurance...............        --          225        8,097            774            793
Other........................................        --          497           17             38             49
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,754       $3,595      $19,615         $2,218         $1,759
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------

1997
Investment Products..........................    $2,478       $2,070      $ 9,620         $  771         $  739
Individual Life..............................       837          392        2,182            323            164
Corporate Owned Life Insurance...............        --           56        9,259            551            429
Other........................................        --          541          (27)            (8)            36
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $3,315       $3,059      $21,034         $1,637         $1,368
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------

1996
Investment Products..........................    $2,030       $1,526      $10,140         $  537         $  684
Individual Life..............................       730          346        2,160            287            153
Corporate Owned Life Insurance...............        --           --        9,823            880            480
Other........................................        --          602           11              1             80
                                               -----------   ---------   ----------       ------        ---------
Consolidated operations......................    $2,760       $2,474      $22,134         $1,705         $1,397
                                               -----------   ---------   ----------       ------        ---------
                                               -----------   ---------   ----------       ------        ---------

<CAPTION>
                                                   NET        BENEFITS,    AMORTIZATION
                                                REALIZED     CLAIMS AND     OF DEFERRED
                                                 CAPITAL        CLAIM         POLICY
                                                  GAINS      ADJUSTMENT     ACQUISITION    DIVIDENDS TO     OTHER
SEGMENT                                         (LOSSES)      EXPENSES         COSTS       POLICYHOLDERS   EXPENSES
- ---------------------------------------------  -----------   -----------   -------------   -------------  ----------
<S>                                            <C>           <C>           <C>             <C>            <C>
1998
Investment Products..........................    $  --         $  670          $326            $ --         $  368
Individual Life..............................       (1)           262           105              --             77
Corporate Owned Life Insurance...............       --            924            --             329            278
Other........................................       (1)            55            --              --             43
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $  (2)        $1,911          $431            $329         $  766
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
1997
Investment Products..........................    $  --         $  677          $250            $ --         $  266
Individual Life..............................       --            242            83              --             77
Corporate Owned Life Insurance...............       --            439            --             240            259
Other........................................        4             21             2              --            (16)
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $   4         $1,379          $335            $240         $  586
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
1996
Investment Products..........................    $(219)        $  744          $175            $ --         $  203
Individual Life..............................       --            245            59              --             68
Corporate Owned Life Insurance...............       --            545            --             634            144
Other........................................        6              1            --               1             12
                                               -----------   -----------      -----           -----          -----
Consolidated operations......................    $(213)        $1,535          $234            $635         $  427
                                               -----------   -----------      -----           -----          -----
                                               -----------   -----------      -----           -----          -----
</TABLE>

<PAGE>
HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES                            F-21
- --------------------------------------------------------------------------------

                           SCHEDULE IV -- REINSURANCE
                                 (IN MILLIONS)

<TABLE>
<CAPTION>
                                                                 CEDED TO      ASSUMED FROM               PERCENTAGE
                                                     GROSS        OTHER           OTHER         NET        OF AMOUNT
                                                     AMOUNT     COMPANIES       COMPANIES      AMOUNT   ASSUMED TO NET
                                                    --------  --------------  --------------  --------  ---------------
<S>                                                 <C>       <C>             <C>             <C>       <C>
For the year ended December 31, 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%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
For the year ended December 31, 1996
  Life insurance in force.........................  $177,094     $ 106,146       $  31,957    $102,905        31.1%
Premiums and other considerations
  Life insurance and annuities....................  $  1,801     $     298       $     169    $  1,672        10.1%
  Accident and health insurance...................       337           325              21          33        63.6%
                                                    --------  --------------       -------    --------
Total premiums and other considerations...........  $  2,138     $     623       $     190    $  1,705        11.1%
                                                    --------  --------------       -------    --------
                                                    --------  --------------       -------    --------
</TABLE>
<PAGE>












                                     PART C


<PAGE>

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

     (a)  All financial statements are included in Part A and Part B of the
          Registration Statement.

     (b)  (1) Resolution of the Board of Directors of Hartford Life Insurance
              Company ("Hartford") authorizing the establishment of the Separate
              Account.(1)

          (2)  Not applicable.

          (3)  (a) Principal Underwriter Agreement.(2)

          (3)  (b) Form of Dealer Agreement.(2)

          (4)  Form of Individual Flexible Premium Variable Annuity Contract.(4)

          (5)  Form of Application.

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

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

          (7)  Not applicable.

          (8)  Not applicable.

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

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

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

         (1)   Incorporated by reference to Post-Effective Amendment No. 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 Post Effective Amendment No. 19, to
               the Registration Statement File No. 33-73570, filed on April 14,
               1997.

         (4)   Incorporated by reference to the Initial Filing to the
               Registration Statement, File No. 333-91927, filed on December 1,
               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
- ------------------------------------------------------------------------------------------------------------------
Mary Jane B. Fortin                      Vice President & Chief Accounting Officer
- ------------------------------------------------------------------------------------------------------------------
David T. Foy                             Senior Vice President, Chief Financial Officer & Treasurer, Director*
- ------------------------------------------------------------------------------------------------------------------
Lynda Godkin                             Senior Vice President, General Counsel and Corporate Secretary,
                                         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                          Executive Vice President, Director*
- ------------------------------------------------------------------------------------------------------------------
Craig R. Raymond                         Senior Vice President and Chief Actuary
- ------------------------------------------------------------------------------------------------------------------
Donald A. Salama                         Vice President
- ------------------------------------------------------------------------------------------------------------------
Lowndes A. Smith                         President and Chief Executive Officer, Director*
- ------------------------------------------------------------------------------------------------------------------
David M. Znamierowski                    Senior Vice President 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 December 31, 1999, there were 1,053 Contract Owners.

Item 28. Indemnification

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

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

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

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

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

         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

<PAGE>

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

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

         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.

<PAGE>

Item 32.  Undertakings

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

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

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

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

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

<PAGE>

                                   SIGNATURES
                                   ----------

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant has caused this Registration Statement to be signed on its
behalf, in the Town of Simsbury, and State of Connecticut on this 4th day of
February, 2000.

HARTFORD LIFE INSURANCE COMPANY -
SEPARATE ACCOUNT SEVEN
      (Registrant)

By: /s/ Thomas M. Marra                              *By: /s/ Marianne O'Doherty
    ------------------------------------------            ----------------------
    Thomas M. Marra, Executive Vice President*            Marianne O'Doherty
                                                          Attorney-in-Fact

HARTFORD LIFE INSURANCE COMPANY
      (Depositor)

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

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

David T. Foy, Senior Vice President,
  Chief Financial Officer & Treasurer,
  Director*
Lynda Godkin, Senior Vice President,
  General Counsel & Corporate Secretary,
  Director*                                       *By: /s/ Marianne O'Doherty
Thomas M. Marra, Executive Vice                        ----------------------
  President, Director*                                 Marianne O'Doherty
Lowndes A. Smith, President &                          Attorney-In-Fact
  Chief Executive Officer, Director*
Raymond P. Welnick, Senior Vice President,
  Director*
Lizabeth H. Zlatkus, Senior Vice President,       Dated: February 4, 2000
  Director*
David M. Znamierowski, Senior Vice President,
  and Chief Investment Officer, Director*

<PAGE>

                                  EXHIBIT INDEX

     (5)  Form of Application.

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

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

    (15)  Power of Attorney.

    (16)  Organizational Chart.


<PAGE>
<TABLE>
<S>                                       <C>            <C>                        <C>
- -----------------------------------                      U.S.P.S.-First Class or    Hartford Life - IPS
HARTFORD LEADERS PLUS (COUNTRYWIDE)                      Express-Mail to:           P.O. Box 5085
- -----------------------------------       [LOGO]                                    Hartford, CT 06102-5085
                                                         Private Express Mail:      Hartford Life - IPS
REQUEST FOR HARTFORD LEADERS PLUS                                                   200 Hopmeadow Street
VARIABLE ANNUITY                                                                    Simsbury, CT 06089

/ / Hartford Life Insurance Company
/ / Hartford Life and Annuity Insurance Company
</TABLE>
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S>                                                        <C>
1. CONTRACT OWNER Ownership Type: / / Individual / / Trust / / CRT / / UGMA / / UTMA / / NRA / / Corporation
                                  / / Other ___________
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F       U.S. Citizen: / / Yes / / No
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
ADDITIONAL OWNER INFORMATION (IE, NAME OF TRUST/CORPORATION) |  Email Address
                                                             |
- -------------------------------------------------------------------------------------------------------------
Social Security Number/TIN                                   |  Date of Birth    |  Daytime Telephone Number
                                                             |                   |
- -------------------------------------------------------------------------------------------------------------
Street Address                                               |  City             |  State   | ZIP
                                                             |                   |          |
- -------------------------------------------------------------------------------------------------------------
2. JOINT CONTRACT OWNER (If any)                             |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
U.S. Citizen: / / Yes / / No                                 |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |      Last Name       |  Relationship to Contract Owner
                                      |                      |
- -------------------------------------------------------------------------------------------------------------
3. ANNUITANT (If different from Contract Owner)              |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name         |  Daytime Telephone Number
                                      |                      |
- -------------------------------------------------------------------------------------------------------------
Street Address                                               |  City             |  State   | ZIP
                                                             |                   |          |
- -------------------------------------------------------------------------------------------------------------
4. CONTINGENT ANNUITANT (If applicable)                      |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
5. BENEFICIARY (IES) (Unless indicated otherwise, proceeds will be divided equally. Please attach a separate
sheet to add additional beneficiaries.)
- -------------------------------------------------------------------------------------------------------------
/ / Primary                 | Relationship to Contract Owner | Date of Birth     | Social Security Number/TIN
                         %  |                                |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
/ / Primary / / Contingent  | Relationship to Contract Owner | Date of Birth     | Social Security Number/TIN
                         %  |                                |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
6. OPTIONAL DEATH BENEFIT / / Yes                 IF THE OPTIONAL DEATH BENEFIT IS NOT SELECTED, YOUR
   (.15% charge during the accumulation phase.)   BENEFICIARY(IES) WILL RECEIVE THE STANDARD DEATH BENEFIT.
                                                  PLEASE REFER TO THE PROSPECTUS FOR COMPLETE DETAILS
                                                  REGARDING THE DEATH BENEFIT. (NOT AVAILABLE IF OWNER(S) AND
                                                  ANNUITANT ARE OVER AGE 75 AND NOT AVAILABLE IN WA.)
- -------------------------------------------------------------------------------------------------------------
7. PURCHASE PAYMENT (Make check payable to HARTFORD LIFE INSURANCE COMPANY)
   Monies remitted via: / / Check   / / Wire   / / 1035(a) Exchange   / / Transfer/Rollover   $______________
- -------------------------------------------------------------------------------------------------------------
8. PLAN PAYMENT TYPE (Complete Section A or B)
   A. NON QUALIFIED  / / Initial Purchase    / / 1035(a) Tax-Free Exchange         Cost Basis $______________
                                                (please provide Cost Basis)
- -------------------------------------------------------------------------------------------------------------
   B. QUALIFIED  / / New Contribution   / / Transfer   / / Rollover  Contribution for tax year ______________
- -------------------------------------------------------------------------------------------------------------
                      INDIVIDUALLY OWNED                      |       EMPLOYER PLAN - / / ALLOCATED
- -------------------------------------------------------------------------------------------------------------
/ / Traditional IRA / / Roth IRA / / SEPIRA                   | / / 401(k)    / / 401(a)    / / Keogh/HR-10
/ / Custodial IRA   / / 403(b)   / / SIMPLE IRA (Non-DFI only)| / / Other:_________________________________
- -------------------------------------------------------------------------------------------------------------
9. RATE LOCK-90 DAY FIXED ACCUMULATION FEATURE/DCA PLUS/1035(A) EXCHANGE/TRANSFER RATE LOCK / / Yes _______%
   ESTIMATED DOLLAR AMOUNT $____________________
   IF RATE LOCK IS NOT SELECTED, THE RATE WILL BE DETERMINED WHEN HARTFORD LIFE RECEIVES THE FUNDS.
- -------------------------------------------------------------------------------------------------------------

                                                                          HARTFORD LEADERS PLUS (COUNTRYWIDE)
HLASHAPP99                                                                                  Order #: HL-16310
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<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>   <C>                               <C>   <C>                            <C>
10. INVESTMENT SELECTION The invested amount will be allocated as selected here. If choosing an Asset Allocation Portfolio or
    Dollar Cost Averaging Program, complete the appropriate enrollment form. Please note: Whole percentages only.
                                          |   %|                                  |   %|                               |   %|
- -----------------------------------------------------------------------------------------------------------------------------
      American Funds Asset Allocation Fund|    |         MFS-Registered Trademark-|    |   Templeton Global Growth Fund|    |
                                          |    |      Capital Opportunities Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                  American Funds Bond Fund|    |         MFS-Registered Trademark-|    |   Templeton International Fund|    |
                                          |    |            Emerging Growth Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds Global Growth Fund|    |         MFS-Registered Trademark-|    | Hartford Money Market HLS Fund|    |
                                          |    |              Global Equity Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
     American Funds Global Small Cap. Fund|    |         MFS-Registered Trademark-|    |    Fixed Accumulation Feature*|    |
                                          |    |                     Growth Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                American Funds Growth Fund|    |         MFS-Registered Trademark-|    |       DCAPlus 6-Month Program*|    |
                                          |    |         Growth with Income Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds Growth-Income Fund|    |         MFS-Registered Trademark-|    |      DCAPlus 12-Month Program*|    |
                                          |    |                High Income Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds International Fund|    |         MFS-Registered Trademark-|    |                               |    |
                                          |    |              New Discovery Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
             American Funds New World Fund|    |         MFS-Registered Trademark-|    | Other                         |    |
                                          |    |               Total Return Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
      Franklin Real Estate Securities Fund|    |     Mutual Shares Securities Fund|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                   Franklin Small Cap Fund|    |   Templeton Asset Allocation Fund|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                        Franklin Strategic|    |      Templeton Developing Markets|    |*Subject to state              |    |
                   Income Investments Fund|    |                       Equity Fund|    | availability.           Total |100%|
- -----------------------------------------------------------------------------------------------------------------------------------
11. SPECIAL REMARKS _______________________________________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
12. OWNER(S) ACKNOWLEDGEMENTS
Will the annuity applied for replace one or more existing annuity or life insurance contracts? / / No / / Yes
- - If yes, please explain in "Special Remarks," Section 11.

Have you purchased another deferred annuity issued by Hartford Life during the current calendar year? / / No / / Yes

THE FOLLOWING STATES REQUIRE INSURANCE TO ACKNOWLEDGE A FRAUD WARNING STATEMENT. PLEASE REFER TO THE FRAUD WARNING STATEMENT FOR
YOUR STATE AS INDICATED BELOW. CHECK THE APPROPRIATE BOX PERTAINING TO YOUR RESIDENT STATE, SIGN AND DATE AT THE BOTTOM OF THIS
SECTION.

/ / ARKANSAS Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents
false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

/ / ARIZONA Upon your written request we will provide you, within a reasonable period of time, reasonable, factual information
regarding the benefits and provisions of the annuity contract for which you are applying. If for any reason you are not satisfied
with the contract, you may return the contract within ten days after you receive it. If the contract you are applying for is a
variable annuity, you will receive an amount equal to the sum of (i) the difference between the premiums paid and the amounts
allocated to any account under the contract and (ii) the Contract Value on the date the returned contract is received by our
company or our agent.

/ / COLORADO It is unlawful to knowingly provide false, incomplete, misleading facts or information to an insurance company for
the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance,
and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete or misleading
facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or
claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of
Insurance within the Department of Regulatory Services.

/ / FLORIDA Any person who knowingly and with intent to injure, defraud or deceive any insurer files a statement of claim or an
application containing any false, incomplete or misleading information is guilty of a felony of the third degree.

/ / KENTUCKY Any person who, knowingly and with intent to defraud any insurance company or other person, files an application for
insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any
fact thereto commits a fraudulent act, which is a crime.

/ / MAINE It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose
of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits.

/ / NEW JERSEY Any person who includes any false or misleading information on an application for an insurance policy is subject
to criminal and civil penalties.

/ / NEW MEXICO Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly
presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal
penalties.

/ / OHIO Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

/ / PENNSYLVANIA Any person who knowingly and with intent to defraud any insurance company or other person files an application
for insurance or statement of claim containing any materially false information or conceals, for the purpose of misleading,
information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person
to criminal and civil penalties.

I/we hereby represent my/our answers to the above questions to be true and correct to the best of my/our knowledge and belief.
I/WE UNDERSTAND THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE
VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If not checked, the appropriate prospectus will
be mailed to you. Signed at: *                                                            /    /
                             ---------------------------      ---------------        -----------------
                                      City                        State                    Date

          ----------------------------------------------------------         ----------------------------------------------
          Contract Owner Signature (Trustee/Custodian, if applicable)        Joint Contract Owner Signature (If applicable)
            * IF THE STATE ABOVE IS DIFFERENT THAN RESIDENCE STATE, PLEASE SUBMIT A POLICY SITUS FORM. (HL-15120)
- -----------------------------------------------------------------------------------------------------------------------------------
13. REGISTERED REPRESENTATIVE ACKNOWLEDGEMENTS
Do you, as agent, have reason to believe the contract requested      __________________________________________
for will replace existing annuities or insurance? / / Yes / / No             Licensed Agent Signature
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -----------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer                         | Broker/Dealer Street Address  |  City                     |  State     | ZIP
                                      |                               |                           |
- -----------------------------------------------------------------------------------------------------------------------------------
Business Telephone Number             | Fax Number                    | Licensed Agent SSN
                                      |                               |
- -----------------------------------------------------------------------------------------------------------------------------------
Select Commission Program: / / A / / B / / C                            Broker/Dealer Client Account Number
ONCE SELECTED THIS PROGRAM CANNOT BE CHANGED.
                                                                        [__________________________________]

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

                                                                                                HARTFORD LEADERS PLUS (COUNTRYWIDE)
HLASHAPP99                                                                                                        Order #: HL-16310
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<S>                                       <C>            <C>                        <C>
- ----------------------------------------                 U.S.P.S.-First Class or    Hartford Life - IPS
HARTFORD LEADERS PLUS (COUNTRYWIDE/BANK)                 Express-Mail to:           P.O. Box 5085
- ----------------------------------------  [LOGO]                                    Hartford, CT 06102-5085
REQUEST FOR HARTFORD LEADERS PLUS                        Private Express Mail:      Hartford Life - IPS
VARIABLE ANNUITY                                                                    200 Hopmeadow Street
                                                                                    Simsbury, CT 06089
/ / Hartford Life Insurance Company
/ / Hartford Life and Annuity Insurance Company
</TABLE>
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<CAPTION>
- -------------------------------------------------------------------------------------------------------------
<S>                                                        <C>
1. CONTRACT OWNER Ownership Type: / / Individual / / Trust / / CRT / / UGMA / / UTMA / / NRA / / Corporation
                                  / / Other ___________
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F       U.S. Citizen: / / Yes / / No
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
ADDITIONAL OWNER INFORMATION (IE, NAME OF TRUST/CORPORATION) |  Email Address
                                                             |
- -------------------------------------------------------------------------------------------------------------
Social Security Number/TIN                                   |  Date of Birth    |  Daytime Telephone Number
                                                             |                   |
- -------------------------------------------------------------------------------------------------------------
Street Address                                               |  City             |  State   | ZIP
                                                             |                   |          |
- -------------------------------------------------------------------------------------------------------------
2. JOINT CONTRACT OWNER (If any)                             |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
U.S. Citizen: / / Yes / / No                                 |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |      Last Name       |  Relationship to Contract Owner
                                      |                      |
- -------------------------------------------------------------------------------------------------------------
3. ANNUITANT (If different from Contract Owner)              |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name         |  Daytime Telephone Number
                                      |                      |
- -------------------------------------------------------------------------------------------------------------
Street Address                                               |  City             |  State   | ZIP
                                                             |                   |          |
- -------------------------------------------------------------------------------------------------------------
4. CONTINGENT ANNUITANT (If applicable)                      |  Date of Birth    | Social Security Number/TIN
/ / Mr. / / Mrs. / / Ms.      Sex: / / M / / F               |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
5. BENEFICIARY (IES) (Unless indicated otherwise, proceeds will be divided equally. Please attach a separate
sheet to add additional beneficiaries.)
- -------------------------------------------------------------------------------------------------------------
/ / Primary                 | Relationship to Contract Owner | Date of Birth     | Social Security Number/TIN
                         %  |                                |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
/ / Primary / / Contingent  | Relationship to Contract Owner | Date of Birth     | Social Security Number/TIN
                         %  |                                |                   |
- -------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -------------------------------------------------------------------------------------------------------------
6. OPTIONAL DEATH BENEFIT / / Yes                IF THE OPTIONAL DEATH BENEFIT IS NOT SELECTED, YOUR
   (.15% charge during the accumulation phase.)  BENEFICIARY(IES) WILL RECEIVE THE STANDARD DEATH BENEFIT.
                                                 PLEASE REFER TO THE PROSPECTUS FOR COMPLETE DETAILS
                                                 REGARDING THE DEATH BENEFIT. (NOT AVAILABLE IF OWNER(S) AND
                                                 ANNUITANT ARE OVER AGE 75 AND NOT AVAILABLE IN WA.)
- -------------------------------------------------------------------------------------------------------------
7. PURCHASE PAYMENT (Make check payable to HARTFORD LIFE INSURANCE COMPANY)
   Monies remitted via: / / Check   / / Wire   / / 1035(a) Exchange   / / Transfer/Rollover   $______________
- -------------------------------------------------------------------------------------------------------------
8. PLAN PAYMENT TYPE (Complete Section A or B)
   A. NON QUALIFIED  / / Initial Purchase    / / 1035(a) Tax-Free Exchange         Cost Basis $______________
                                                (please provide Cost Basis)
- -------------------------------------------------------------------------------------------------------------
   B. QUALIFIED  / / New Contribution   / / Transfer   / / Rollover  Contribution for tax year ______________
- -------------------------------------------------------------------------------------------------------------
                      INDIVIDUALLY OWNED                      |       EMPLOYER PLAN - / / ALLOCATED
- -------------------------------------------------------------------------------------------------------------
/ / Traditional IRA / / Roth IRA / / SEPIRA                   | / / 401(k)    / / 401(a)    / / Keogh/HR-10
/ / Custodial IRA   / / 403(b)   / / SIMPLE IRA (Non-DFI only)| / / Other:_________________________________
- -------------------------------------------------------------------------------------------------------------
9. RATE LOCK-90 DAY FIXED ACCUMULATION FEATURE/DCA PLUS/1035(A) EXCHANGE/TRANSFER RATE LOCK / / Yes _______%
   ESTIMATED DOLLAR AMOUNT $____________________
   IF RATE LOCK IS NOT SELECTED, THE RATE WILL BE DETERMINED WHEN HARTFORD LIFE RECEIVES THE FUNDS.
- -------------------------------------------------------------------------------------------------------------

                                                                     HARTFORD LEADERS PLUS (COUNTRYWIDE/BANK)
HLASHAPP99                                                                                  Order #: HL-16311
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- -----------------------------------------------------------------------------------------------------------------------------------
<S>                                       <C>   <C>                               <C>   <C>                            <C>
10. INVESTMENT SELECTION The invested amount will be allocated as selected here. If choosing an Asset Allocation Portfolio or
    Dollar Cost Averaging Program, complete the appropriate enrollment form. Please note: Whole percentages only.
                                          |   %|                                  |   %|                               |   %|
- -----------------------------------------------------------------------------------------------------------------------------
      American Funds Asset Allocation Fund|    |         MFS-Registered Trademark-|    |   Templeton Global Growth Fund|    |
                                          |    |      Capital Opportunities Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                  American Funds Bond Fund|    |         MFS-Registered Trademark-|    |   Templeton International Fund|    |
                                          |    |            Emerging Growth Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds Global Growth Fund|    |         MFS-Registered Trademark-|    | Hartford Money Market HLS Fund|    |
                                          |    |              Global Equity Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
     American Funds Global Small Cap. Fund|    |         MFS-Registered Trademark-|    |    Fixed Accumulation Feature*|    |
                                          |    |                     Growth Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                American Funds Growth Fund|    |         MFS-Registered Trademark-|    |       DCAPlus 6-Month Program*|    |
                                          |    |         Growth with Income Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds Growth-Income Fund|    |         MFS-Registered Trademark-|    |      DCAPlus 12-Month Program*|    |
                                          |    |                High Income Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
         American Funds International Fund|    |         MFS-Registered Trademark-|    |                               |    |
                                          |    |              New Discovery Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
             American Funds New World Fund|    |         MFS-Registered Trademark-|    | Other                         |    |
                                          |    |               Total Return Series|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
      Franklin Real Estate Securities Fund|    |     Mutual Shares Securities Fund|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                   Franklin Small Cap Fund|    |   Templeton Asset Allocation Fund|    |                               |    |
- -----------------------------------------------------------------------------------------------------------------------------
                        Franklin Strategic|    |      Templeton Developing Markets|    |*Subject to state              |    |
                   Income Investments Fund|    |                       Equity Fund|    | availability.           Total |100%|
- -----------------------------------------------------------------------------------------------------------------------------------
11. SPECIAL REMARKS _______________________________________________________________________________________________________________
- -----------------------------------------------------------------------------------------------------------------------------------
12. OWNER(S) ACKNOWLEDGEMENTS
Will the annuity applied for replace one or more existing annuity or life insurance contracts? / / No / / Yes
- - If yes, please explain in "Special Remarks," Section 11.

Have you purchased another deferred annuity issued by Hartford Life during the current calendar year? / / No / / Yes

- -----------------------------------------------------------------------------------------------------------------------------------
- - ANNUITIES ARE NOT FDIC INSURED.
- - ANNUITIES ARE NOT OBLIGATIONS OR DEPOSITS OF, AND ARE NOT UNDERWRITTEN OR GUARANTEED BY, ANY BANK OR
  FINANCIAL INSTITUTION OR ANY OF ITS AFFILIATES.
- - NEITHER A FINANCIAL INSTITUTION, BANK, NOR ITS AFFILIATES, GUARANTEE PERFORMANCE BY THE ANNUITY ISSUER.
- - ANNUITIES INVOLVE INVESTMENT RISKS, INCLUDING INTEREST RATE RISK. THE MARKET VALUE OF THE INVESTMENT MAY
  FLUCTUATE, CAUSING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.
- - ANNUITIES ARE UNRELATED TO AND NOT A CONDITION OF THE PROVISION OR TERM OF ANY BANKING SERVICE OR ACTIVITY.

                                                                                                     [LOGOS]
- -----------------------------------------------------------------------------------------------------------------------------------
THE FOLLOWING STATES REQUIRE INSURANCE TO ACKNOWLEDGE A FRAUD WARNING STATEMENT. PLEASE REFER TO THE FRAUD WARNING STATEMENT FOR
YOUR STATE AS INDICATED BELOW. CHECK THE APPROPRIATE BOX PERTAINING TO YOUR RESIDENT STATE, SIGN AND DATE AT THE BOTTOM OF THIS
SECTION.

/ / ARKANSAS Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly presents
false information in an application for insurance is guilty of a crime and may be subject to fines and confinement in prison.

/ / ARIZONA Upon your written request we will provide you, within a reasonable period of time, reasonable, factual information
regarding the benefits and provisions of the annuity contract for which you are applying. If for any reason you are not satisfied
with the contract, you may return the contract within ten days after you receive it. If the contract you are applying for is a
variable annuity, you will receive an amount equal to the sum of (i) the difference between the premiums paid and the amounts
allocated to any account under the contract and (ii) the Contract Value on the date the returned contract is received by our
company or our agent.

/ / COLORADO It is unlawful to knowingly provide false, incomplete, misleading facts or information to an insurance company for
the purpose of defrauding or attempting to defraud the company. Penalties may include imprisonment, fines, denial of insurance,
and civil damages. Any insurance company or agent of an insurance company who knowingly provides false, incomplete or misleading
facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or
claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado Division of
Insurance within the Department of Regulatory Services.

/ / FLORIDA Any person who knowingly and with intent to injure, defraud or deceive any insurer files a statement of claim or an
application containing any false, incomplete or misleading information is guilty of a felony of the third degree.

/ / KENTUCKY Any person who, knowingly and with intent to defraud any insurance company or other person, files an application
for insurance containing any materially false information or conceals, for the purpose of misleading, information concerning any
fact thereto commits a fraudulent act, which is a crime.

/ / MAINE It is a crime to knowingly provide false, incomplete or misleading information to an insurance company for the purpose
of defrauding the company. Penalties may include imprisonment, fines or a denial of insurance benefits.

/ / NEW JERSEY Any person who includes any false or misleading information on an application for an insurance policy is subject
to criminal and civil penalties.

/ / NEW MEXICO Any person who knowingly presents a false or fraudulent claim for payment of a loss or benefit or knowingly
presents false information in an application for insurance is guilty of a crime and may be subject to civil fines and criminal
penalties.

/ / OHIO Any person who, with intent to defraud or knowing that he/she is facilitating a fraud against an insurer, submits an
application or files a claim containing a false or deceptive statement is guilty of insurance fraud.

/ / PENNSYLVANIA Any person who knowingly and with intent to defraud any insurance company or other person files an application
for insurance or statement of claim containing any materially false information or conceals, for the purpose of misleading,
information concerning any fact material thereto commits a fraudulent insurance act, which is a crime and subjects such person to
criminal and civil penalties.

I/we hereby represent my/our answers to the above questions to be true and correct to the best of my/our knowledge and belief.
I/WE UNDERSTAND THAT ANNUITY PAYMENTS OR SURRENDER VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT, ARE
VARIABLE AND NOT GUARANTEED AS TO A FIXED DOLLAR AMOUNT.

/ / RECEIPT OF A VARIABLE ANNUITY AND FUND PROSPECTUS IS HEREBY ACKNOWLEDGED. If not checked, the appropriate prospectus will
be mailed to you. Signed at: *                                                            /    /
                             ---------------------------      ---------------        -----------------
                                      City                        State                    Date

          ----------------------------------------------------------         ----------------------------------------------
          Contract Owner Signature (Trustee/Custodian, if applicable)        Joint Contract Owner Signature (If applicable)
            * IF THE STATE ABOVE IS DIFFERENT THAN RESIDENCE STATE, PLEASE SUBMIT A POLICY SITUS FORM. (HL-15120)
- -----------------------------------------------------------------------------------------------------------------------------------
13. REGISTERED REPRESENTATIVE ACKNOWLEDGEMENTS
Do you, as agent, have reason to believe the contract requested      __________________________________________
for will replace existing annuities or insurance? / / Yes / / No             Licensed Agent Signature
- -----------------------------------------------------------------------------------------------------------------------------------
First Name                       MI   |    Last Name
                                      |
- -----------------------------------------------------------------------------------------------------------------------------------
Broker/Dealer                         | Broker/Dealer Street Address  |  City                     |  State     | ZIP
                                      |                               |                           |
- -----------------------------------------------------------------------------------------------------------------------------------
Business Telephone Number             | Fax Number                    | Licensed Agent SSN
                                      |                               |
- -----------------------------------------------------------------------------------------------------------------------------------
Select Commission Program: / / A / / B / / C                            Broker/Dealer Client Account Number
ONCE SELECTED THIS PROGRAM CANNOT BE CHANGED.
                                                                        [__________________________________]

- -----------------------------------------------------------------------------------------------------------------------------------
HLASHAPP99                                                                    HARTFORD LEADERS PLUS (COUNTRYWIDE) Order #: HL-16311
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<S>              <C>                                                             <C>
                 MAILING ADDRESSES:                                                             HARTFORD LEADERS PLUS

                 FOR STANDARD MAIL DELIVERY:                                INVESTEASE-REGISTERED TRADEMARK-, DCA, ASSET ALLOCATION
                 Hartford Life - IPS PO Box 5085                                                       AND AUTOMATIC INCOME PROGRAM
                 Hartford, CT 06102-5085                                                                            ENROLLMENT FORM

                 FOR PRIVATE EXPRESS MAIL CARRIERS:
                 Hartford Life - IPS 200 Hopmeadow Street
[LOGO]           Simsbury, CT 06089
- -----------------------------------------------------------------------------------------------------------------------------------
1. OWNER INFORMATION

- -----------------------------------------------------------------------------------------------------------------------------------
Contract/Certificate Owner Name                                     Contract/Certificate Owner SSN/TIN

- -----------------------------------------------------------------------------------------------------------------------------------
Existing/Pending Contract/Certificate Number (if any)               Contract Owner Phone Number
- -----------------------------------------------------------------------------------------------------------------------------------
2. INVESTEASE-REGISTERED TRADEMARK- ATTACH A VOIDED CHECK OR SAVINGS DEPOSIT SLIP TO THIS FORM.

- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                  DESTINATION FUNDS:
Amount of Investment (Minimum: $50 per contract)          Frequency : / / Monthly  / / Quarterly ____________________
DATE OF TRANSFER* (1ST - 28TH OF THE MONTH):_____________ Source:     / / Checking / / Savings   ____________________
TRANSFERS WILL BE PROCESSED ON THE NEXT BUSINESS DAY. * YOU MAY SELECT MULTIPLE TRANSFER DATES PER FREQUENCY.

- -----------------------------------------------------------------   ---------------------------------------------------
Name of Bank (Must be a member of the ACH network to participate.)  City, State (Branch location)

- -----------------------------------------------------------------   ---------------------------------------------------
Bank Checking/Savings Account Number                                ACH/Transit Routing Number
                                                                    THIS MAY BE OBTAINED FROM YOUR BANK.
- -----------------------------------------------------------------------------------------------------------------------------------
3. DOLLAR COST AVERAGING            | PROGRAM ENROLLMENT AMOUNT $___________________
a. PROGRAM                          | DCA PLUS PROGRAM                           STANDARD PROGRAM
Client can be enrolled in only      | / / 6-Month Program                   OR | / / Fixed Dollar
ONE DCA program per contract.       | / / 12-Month Program                     | / / Interest Only
                                    |                                          |
b. FREQUENCY                        |                                          |
Identify the frequency. For monthly | Monthly Only _________ # of months       | / / Monthly _________ # of months
frequencies, indicate the number of | (For 6-Month Program, indicate between   | / / Quarterly _________ # of quarters
months.                             | 3-6 months)                              | / / Indefinitely
                                    | (For 12-Month Program, indicate between  |
                                    | 7-12 months)                             | FIXED DOLLAR ONLY         INTEREST ONLY
                                    |                                          | Fixed Accumulation $____  Fixed Accumulation $____
c. SOURCE FUND                      |                                          | Feature                   Feature
Select the fund(s) from where the   |                                          |
transfer should occur. Indicate     | Source fund will be as indicated in Plus | Hartford Money            Hartford Money
which fund(s) and the total amount  | Program selected.                        | Market HLS Fund $______   Market HLS Fund $______
that should be moved.               |                                          |                           (total amount must be
                                    |                                          |                           50% to 100%)
                                    | HARTFORD LIFE WILL CALCULATE THE MONTHLY | Other Funds ___________   ___________
                                    | TRANSFER AMOUNT.                         |             $__________   $__________
- -----------------------------------------------------------------------------------------------------------------------------------
Changes in the allocation of the destination funds are permitted during the life of the program. At the end of the program term,
there will be a final monthly transfer of the entire amount remaining in the program. Subsequent premium payments received during
the term selected will be transferred over the remaining months of the term.

DESTINATION FUNDS - PLEASE USE WHOLE PERCENTAGES.

American Funds Asset Allocation Fund  ____% Franklin Real Estate Securities Fund   ____% MFS-Registered Trademark-
American Funds Bond Fund              ____% Franklin Small Cap Fund                ____%  High Income Series                  ____%
American Funds Global Growth Fund     ____% Franklin Strategic Income Invest. Fund ____% MFS-Registered Trademark-
American Funds Global Small Cap. Fund ____% MFS-Registered Trademark-                     New Discovery Series                ____%
American Funds Growth Fund            ____%  Capital Opportunities Series          ____% MFS-Registered Trademark-
American Funds Growth-Income Fund     ____% MFS-Registered Trademark-                     Total Return Series                 ____%
American Funds International Fund     ____%  Emerging Growth Series                ____% Mutual Shares Securities Fund        ____%
American Funds New World Fund         ____% MFS-Registered Trademark-                    Templeton Asset Allocation Fund      ____%
                                             Global Equity Series                  ____% Templeton Devel. Markets Equity Fund ____%
                                            MFS-Registered Trademark-                    Templeton Global Growth Fund         ____%
                                             Growth Series                         ____% Templeton International Fund         ____%
                                            MFS-Registered Trademark-                    Hartford Money Market HLS Fund       ____%
                                             Growth with Income Series             ____%
- -----------------------------------------------------------------------------------------------------------------------------------

4. ASSET ALLOCATION SOURCE: / / Initial Payment  / / Existing Contract  / /  DCAProgram (Complete Section 3)
   DAY OF MONTH: _____ FREQUENCY: / / Quarterly  / / Semi-Annually  / / Annually
a. CUSTOMIZED PORTFOLIO SELECTION - PLEASE USE WHOLE PERCENTAGES.

American Funds Asset Allocation Fund  ____% Franklin Real Estate Securities Fund   ____% MFS-Registered Trademark-
American Funds Bond Fund              ____% Franklin Small Cap Fund                ____%  High Income Series                  ____%
American Funds Global Growth Fund     ____% Franklin Strategic Income Invest. Fund ____% MFS-Registered Trademark-
American Funds Global Small Cap. Fund ____% MFS-Registered Trademark-                     New Discovery Series                ____%
American Funds Growth Fund            ____%  Capital Opportunities Series          ____% MFS-Registered Trademark-
American Funds Growth-Income Fund     ____% MFS-Registered Trademark-                     Total Return Series                 ____%
American Funds International Fund     ____%  Emerging Growth Series                ____% Mutual Shares Securities Fund        ____%
American Funds New World Fund         ____% MFS-Registered Trademark-                    Templeton Asset Allocation Fund      ____%
                                             Global Equity Series                  ____% Templeton Devel. Markets Equity Fund ____%
                                            MFS-Registered Trademark-                    Templeton Global Growth Fund         ____%
                                             Growth Series                         ____% Templeton International Fund         ____%
                                            MFS-Registered Trademark-                    Hartford Money Market HLS Fund       ____%
                                             Growth with Income Series             ____%

PROGENR99                                             Order #: HL-16313 Printed in U.S.A. -C- Hartford Life Hartford, CT 06102-5085
</TABLE>

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<S>                        <C>                             <C>                         <C>
5. AUTOMATIC INCOME PROGRAM ENROLLMENT

a. PAYMENT CYCLE:  / / Monthly  / / Quarterly  / / Semi-Annually  / / Annually

b. AMOUNT (Specify the amount per payment cycle to be distributed from each selected Investment Choice. Please refer to your
   prospectus for the maximum amount available without a surrender charge. Minimum amount: $100.00)

AMOUNT                     INVESTMENT CHOICE               AMOUNT                      INVESTMENT CHOICE
$___________________       ________________________        $___________________        ________________________
$___________________       ________________________        $___________________        ________________________
                                                           $___________________ TOTAL
c. INCOME TAX WITHHOLDING NOTICE AND CERTIFICATION

NOTICE OF INCOME TAX WITHHOLDING: Federal law requires withholding of 10% from taxable distributions unless you elect not to have
taxes withheld or specify a different withholding amount. Withholding will only apply to that portion of your distribution that
is includable in your income subject to federal income tax. For "nonqualified annuities", distributions will be assumed taken
first from earnings as of the liquidation date, if any, and second from purchase payments. The prospectus includes further
details on the treatment of variable annuity distributions for tax purposes. You may revoke this withholding election at any
time. To revoke or change your withholding election, please contact Hartford Life in writing. If you choose not to have
withholding apply to your distribution or if you do not have enough federal income tax withheld, you may be responsible for the
payment of estimated tax. You may incur penalties under the estimated tax rules if your withholding and tax payments are
insufficient. PLEASE NOTE: TAXABLE DISTRIBUTIONS OF EARNINGS PRIOR TO AGE 59 1/2 MAY BE SUBJECT TO A FEDERAL TAX PENALTY OF 10%,
THEREFORE, BEFORE ENROLLMENT IN THIS PROGRAM, YOU MAY WANT TO CONSULT WITH A QUALIFIED TAX ADVISOR. ALSO, DISTRIBUTION FROM
CERTAIN QUALIFIED PLANS (FOR EXAMPLE, 403(b)'S) MAY BE SUBJECT TO A MANDATORY 20% WITHHOLDING UNLESS THESE DISTRIBUTIONS ARE TO
SATISFY IRS MINIMUM DISTRIBUTION REQUIREMENTS.

CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER: Under penalties of perjury, I certify that the number shown below is my correct
taxpayer identification number (or I am waiting for the number to be issued to me.) Furthermore, I am not subject to backup
withholding as a result of a failure to report all interest or dividends or the IRS has notified me that I am no longer subject
to backup withholding.

I HAVE READ THE ABOVE NOTICE AND ELECT TO HAVE** (CHECK ONE):
/ / No income tax withheld      / / 10% withheld       Federal: / / $_______________ or________% withheld
                                                       State:   / / $_______________

d. EFT DIRECT DEPOSIT/CHECK MAILING INSTRUCTIONS (CHECK ONE):
/ / EFT Direct Deposit-PLEASE ATTACH A VOIDED CHECK OR SAVINGS DEPOSIT SLIP TO THIS FORM.
    OR  / / Special Address   OR  / / Current Address of Record
    Financial Institution (Bank, Savings & Loan, Credit Union) or Special Check Mailing Instructions.

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

- -----------------------------------------------------------------------------------------------------------------------------------
Address                                            City                                 State              Zip

- ---------------------------------------------
Bank Checking/Savings Account Number                 / / Checking     / / Savings

- -----------------------------------------------------------------------------------------------------------------------------------
ACH/Transit Routing Number   THIS MAY BE OBTAINED FROM YOUR BANK.

** NOT APPLICABLE FOR CUSTODIAL IRAS OR PENSION PROFIT SHARING PLANS
- -----------------------------------------------------------------------------------------------------------------------------------
6. OWNER ACKNOWLEDGEMENT

My signature below indicates that I have received a Hartford Leaders Plus variable annuity prospectus and have authorized the
program(s) selected above. The above program(s) may be modified at any time by me or Hartford Life by providing written notice to
the other party or if investment option balances are inadequate to execute the requested transfer/liquidation. In the unlikely
event that another financial transaction is received on the transfer/liquidation date, Hartford Life may delay processing the
scheduled transfer/liquidation. Hartford Life may credit increased interest rates, which are guaranteed up to a 12-month period
to contract owners under certain programs established. The number of months selected will determine the interest rate credited to
you. The 6-Month Program and the 12-Month Program will generally have different credited rates. The DCAPlus Program is subject to
state availability. All program transactions will be confirmed on quarterly statements. I agree to review the information on my
statements carefully. All errors or corrections must be reported to Hartford Life immediately to assure proper crediting to my
contract. Hartford Life reserves the right to discontinue, modify, or amend the program(s) at any time.

- -----------------------------------------------------------------------------------------------------------------------------------
Contract Owner Signature                                   Investment Representative Name

- -----------------------------------------------------------------------------------------------------------------------------------
Joint Contract Owner Signature (if any)                    Broker Dealer/Financial Institution Name

- -----------------------------------------------------------------------------------------------------------------------------------
Contract Owner Phone Number                                Investment Representative Phone Number

PROGENR99                                             Order #: HL-16313 Printed in U.S.A. -C- Hartford Life Hartford, CT 06102-5085
</TABLE>

<PAGE>

<TABLE>
<S>              <C>                                                             <C>
                 MAILING ADDRESSES:                                                             HARTFORD LEADERS PLUS

                 FOR STANDARD MAIL DELIVERY:                                INVESTEASE-REGISTERED TRADEMARK-, DCA, ASSET ALLOCATION
                 Hartford Life - IPS PO Box 5085                                                       AND AUTOMATIC INCOME PROGRAM
                 Hartford, CT 06102-5085                                                               ENROLLMENT FORM INSTRUCTIONS

                 FOR PRIVATE EXPRESS MAIL CARRIERS:
                 Hartford Life - IPS 200 Hopmeadow Street
[LOGO]           Simsbury, CT 06089
- -----------------------------------------------------------------------------------------------------------------------------------
SECTION 1. OWNER INFORMATION
- -----------------------------------------------------------------------------------------------------------------------------------

   Complete information about the contract owner. For existing annuity contracts, please provide the annuity contract number.


SECTION 2. INVESTEASE PROGRAM ENROLLMENT
- -----------------------------------------------------------------------------------------------------------------------------------
- - Minimum Investment Amount: $50 per contract.
- - Select Frequency: Monthly or Quarterly.
- - Select date of transfer*: 1st through the 28th of the month.
- - Indicate Source: Checking or Savings Account.
- - Provide the name of your bank/financial institution. Must be a member of the ACH network in order for you to participate in the
  InvestEase Program.
- - Provide branch location (city and state).
- - Provide ACH Routing Number. Obtain from your financial institution.
- - Provide your Checking/Savings account number.
- - Attach a voided check or savings deposit slip to this enrollment form.
- - Complete and sign Owner Acknowledgment section.
- - INVESTEASE IS NOT AVAILABLE FOR IRA CONTRACT OWNERS AFTER THE YEAR IN WHICH AGE 70 1/2 IS ATTAINED.
  *YOU MAY SELECT MULTIPLE TRANSFER DATES PER FREQUENCY.

SECTION 3. DOLLAR COST AVERAGING ENROLLMENT
- -----------------------------------------------------------------------------------------------------------------------------------
 - SELECT A DOLLAR COST AVERAGING PROGRAM. ONLY ONE DOLLAR COST AVERAGING PROGRAM IS ALLOWED AT ANY ONE TIME.

DCA PLUS PROGRAM*: This program is available on either a 6-Month or a 12-Month basis, allowing you to automatically transfer all
Program assets to the investment choices offered through Hartford Leaders Plus variable annuity. The 6-Month Program will
generally offer a higher interest rate and allows you to dollar cost average all Program assets over a 3-to-6 month period. The
12-Month Program also offers an attractive rate and allows you to dollar cost average all Program assets over a 7-to-12 month
period. At the end of the term, there will be a final monthly transfer of the entire amount remaining in the program.
- - Minimum Investment Amount: $5,000, ($2,000 for IRAs)
- - Subsequent Payments: If a subsequent premium payment is received while the Program is in progress, the new balance in the
  Program will be prorated over the remainder of the transfer period selected but in no event beyond the initial program period.
Subsequent premium payments less than $5,000 (unless it is an IRA, Hartford reserves the right to reduce the subsequent minimum
premium required) will be allocated to the non-program Fixed Accumulation Feature and be credited at the interest rate then in
effect.

START DATE: The program start date will generally be the next business day following receipt of premium payment and complete DCA
instructions, but never later than 15 business days after the investment and complete instructions are received.

STANDARD PROGRAM OPTIONS
FIXED DOLLAR: Allows you to transfer a fixed dollar amount each month into any one or more destination fund(s).
- - Minimum Investment Amount: $5,000, ($2,000 for IRAs)
- - Minimum Transfer Amount into each Destination Fund: $50

START DATE: If a specific start date is not selected, the Program will start within 45 business days following the date the
investment and complete instructions are received.

INTEREST AVERAGING: Allows you to transfer a "percent of interest/earnings" from either the Hartford Money Market HLS Fund or the
Fixed Accumulation Feature.
- - Minimum Investment Amount: $5,000, ($2,000 for IRAs)
- - Minimum Transfer Amount into each Destination Fund: None.


DOLLAR COST AVERAGING ENROLLMENT INSTRUCTIONS CONTINUED ON BACK PAGE.

PROGINST99                                            Order #: HL-16312 Printed in U.S.A. -C- Hartford Life Hartford, CT 06102-5085
</TABLE>

<PAGE>
<TABLE>
<S>                                           <C>
- - SELECT THE NUMBER OF MONTHLY TRANSFERS.

    DCA PLUS PROGRAM:  6-Month Program - 3-to-6 months
                       12-Month Program - 7-to-12 months

    FIXED DOLLAR AND INTEREST AVERAGING: Unlimited. (Minimum: 3 months)

- - SELECT ONE SOURCE FUND.

    DCA PLUS PROGRAM: The source fund is either the DCAPlus 6-Month OR 12-Month Program.

    FIXED DOLLAR: Select from the Fixed Accumulation Feature or any one of the investment choices.

    INTEREST AVERAGING: Select from either the Hartford Money Market HLS Fund or the Fixed Accumulation Feature.

- - DETERMINE THE MONTHLY TRANSFER AMOUNT. MINIMUM $50 PER MONTH.

    DCA PLUS PROGRAM: Hartford Life will calculate the monthly transfer amount.

    FIXED DOLLAR: Take the total amount invested into the source fund divided by the number of months you would like the program
    to run and split that amount among the destination funds selected.

    INTEREST AVERAGING: Determine what percentage (using whole percentages, from 50% to 100%) of the earnings you would like
    transferred from the Hartford Money Market HLS Fund or the Fixed Accumulation Feature.

- - SELECT DESTINATION FUNDS Select the investment choices you would like as destination funds. Please provide whole percentages.
  The investment choice(s) selected cannot be both source fund and a destination fund. Changes in the allocation of the destination
  funds are permitted during the life of the program.

- - COMPLETE AND SIGN OWNER ACKNOWLEDGMENT SECTION
  * FROM TIME TO TIME, HARTFORD LIFE MAY CREDIT INCREASED INTEREST RATES, WHICH ARE GUARANTEED UP TO A 12 MONTH PERIOD TO CONTRACT
  OWNERS UNDER CERTAIN PROGRAMS ESTABLISHED AT THE DISCRETION OF HARTFORD LIFE. THE NUMBER OF MONTHS SELECTED WILL DETERMINE THE
  INTEREST RATE CREDITED TO YOU WITH IN THE DCA PLUS PROG RAM. THIS PROGRAM IS SUBJECT TO STATE AVAILABILITY.


SECTION 4. ASSET ALLOCATION PROGRAM ENROLLMENT
- -----------------------------------------------------------------------------------------------------------------------------------
- - Indicate Source of Investment: Initial Payment, Existing Contract or DCA Program**.
- - Determine rebalancing date.
- - Contract will be allocated into the model on the day we receive the request in good order. Future rebalancing will occur on the
  next frequency cycle requested, based on the program establish date.
- - Select Rebalancing Frequency: Quarterly, Semi-Annually or Annually.
- - THE FIXED ACCUMULATION FEATURE IS NOT AVAILABLE.
  - Customize your own portfolio using whole percentages, totaling 100%.
- - Complete and sign Owner Acknowledgment section.
**IF YOU CHOOSE TO DOLLAR COST AVERAGE INTO AN ASSET ALLOCATION PORTFOLIO, PLEASE COMPLETE SECTION 3.


SECTION 5. AUTOMATIC INCOME PROGRAM ENROLLMENT
- -----------------------------------------------------------------------------------------------------------------------------------
- - Select the payment cycle: Monthly, Quarterly, Semi-annually or Annually.

- - Determine Amount. Provide the dollar amount for each investment choice(s) that your scheduled surrenders will be taken from.
  Maximum available amount - Please refer to your prospectus for amount available without a surrender charge.
  Minimum amount - $100.00.

- - Income Tax Withholding Notice and Certification. Read Notice of Income Tax Withholding and Certification of Taxpayer
  Identification Number. Select whether or not to have income taxes withheld from your scheduled surrenders. If you would like
  to have a specific dollar amount withheld or a percentage other than 10%, please provide us with this information.

- - EFT Direct Deposit/Check Mailing Instructions
  You may select one of the following:
    - Have payment sent electronically to your financial institution via Direct Deposit into your Savings or Checking Account,
    - Have your payment mailed to a special address, OR
    - Have your payment mailed to your current address of record.

- - Complete and sign Owner Acknowledgment section.




PROGINST99                                            Order #: HL-16312 Printed in U.S.A. -C- Hartford Life Hartford, CT 06102-5085
</TABLE>


<PAGE>

                                                  [LOGO]
                                                  [HARTFORD LIFE]




February 4, 2000                                  LYNDA GODKIN
                                                  Senior Vice President, General
                                                  Counsel & Corporate Secretary


Board of Directors
Hartford Life Insurance Company
200 Hopmeadow Street
Simsbury, CT  06089

RE:    HARTFORD LIFE INSURANCE COMPANY SEPARATE ACCOUNT SEVEN
       HARTFORD LIFE INSURANCE COMPANY
       File No. 333-91927

Dear Sir/Madam:

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

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

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

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

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

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

Sincerely yours,

/s/ Lynda Godkin

Lynda Godkin


<PAGE>



                              ARTHUR ANDERSEN LLP



                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


As independent public accountants, we hereby consent to the use of our
report (and to all references to our Firm) included in or made a part of
this Registration Statement File No. 333-91927 for Hartford Life Insurance
Company Separate Account Seven on Form N-4.


                                       /s/ Arthur Andersen LLP
Hartford, Connecticut
February 16, 2000


<PAGE>

                         HARTFORD LIFE INSURANCE COMPANY

                                POWER OF ATTORNEY

                                  David T. Foy
                                  Lynda Godkin
                                 Thomas M. Marra
                                Lowndes A. Smith
                               Raymond P. Welnicki
                               Lizabeth H. Zlatkus
                              David M. Znamierowski

do hereby jointly and severally authorize Lynda Godkin, Christine Repasy,
Marianne O'Doherty, Thomas S. Clark and Marta Czekajewski to sign as their agent
any Registration Statement, pre-effective amendment, post-effective amendment
and any application for exemptive relief of the Hartford Life Insurance Company
under the Securities Act of 1933 and/or the Investment Company Act of 1940, and
do hereby ratify such signatures heretofore made by such persons.

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

/s/ David T. Foy
- --------------------------------            Dated as of January 15, 2000
David T. Foy

/s/ Lynda Godkin
- --------------------------------            Dated as of January 15, 2000
Lynda Godkin

/s/ Thomas M. Marra
- --------------------------------            Dated as of January 15, 2000
Thomas M. Marra

/s/ Lowndes A. Smith
- --------------------------------            Dated as of January 15, 2000
Lowndes A. Smith

/s/ Raymond P. Welnicki
- --------------------------------            Dated as of January 15, 2000
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus
- --------------------------------            Dated as of January 15, 2000
Lizabeth H. Zlatkus

/s/ David M. Znamierowski
- --------------------------------            Dated as of January 15, 2000
David M. Znamierowski



<PAGE>


                                                     ORGANIZATIONAL CHART


<TABLE>
<CAPTION>

<S>                                                                                        <C>

                                           THE HARTFORD FINANCIAL SERVICES GROUP, INC.
                                                           (DELAWARE)
                                                                |
                                                                ---------------------------------------------
                                                     NUTMEG INSURANCE COMPANY                               |
                                                           (CONNECTICUT)                         THE HARTFORD INVESTMENT
                                                                |                                   MANAGEMENT COMPANY
                                                 HARTFORD FIRE INSURANCE COMPANY                         (DELAWARE)
                                                           (CONNECTICUT)                                    |
                                                                |                                           |
                                            HARTFORD ACCIDENT AND INDEMNITY COMPANY                HARTFORD INVESTMENT
                                                           (CONNECTICUT)                              SERVICES, INC.
                                                                |                                      (CONNECTICUT)
                                                       HARTFORD LIFE, INC.
                                                           (DELAWARE)
                                                                |
                                          HARTFORD LIFE AND ACCIDENT INSURANCE COMPANY
                                                           (CONNECTICUT)
                                                                |
                                                                |
                                                                |
        -------------------------------------------------------------------------------------------------------------------------
        |          |       |              |                   |                |               |             |             |
  HARTFORD LIFE    |       |              |                   |                |               |          PLANCO         PLANCO
INTERNATIONAL, LTD.|       |              |                   |                |               |         FINANCIAL    INCORPORATED
  (CONNECTICUT)    |       |              |                   |                |               |         SERVICES,   (PENNSYLVANIA)
                   |       |              |                   |                |               |       INCORPORATED
                   |       |              |                   |                |               |       (PENNSYLVANIA)
                   |       |              |                   |                |               |
                   |   HART LIFE   HARTFORD FINANCIAL   HARTFORD LIFE       HARTFORD        AMERICAN
                   |   INSURANCE     SERVICES LIFE    INSURANCE COMPANY    FINANCIAL      MATURITY LIFE
                   |    COMPANY    INSURANCE COMPANY    (CONNECTICUT)    SERVICES, LLC  INSURANCE COMPANY
                   | (CONNECTICUT)   (CONNECTICUT)            |           (DELAWARE)      (CONNECTICUT)
                   |                                          |                |               |
                   |      -------------------------------------                |       AML FINANCIAL, INC.
                   |      |                 |                 |                |         (CONNECTICUT)
                   |SERVUS LIFE          HARTFORD          HARTFORD            |
                   | INSURANCE         INTERNATIONAL       LIFE AND            |
                   |  COMPANY        LIFE REASSURANCE  ANNUITY INSURANCE       |
                   |(CONNECTICUT)      CORPORATION         COMPANY             |
                   |                  (CONNECTICUT)     (CONNECTICUT)          |
                   |                                          |                |
                   |                                          |                |
                   |                                       HARTFORD            |
                   |                                      LIFE, LTD.           |
                   |                                      (BERMUDA)            |
                   |                                                           |
                   |                                                           |
         ----------|                               -----------------------------------------------------------------------
         |                                         |                     |                  |                            |
   INTERNATIONAL                            HL INVESTMENT           HARTFORD       HARTFORD SECURITIES      HARTFORD-COMPREHENSIVE
     CORPORATE                              ADVISORS, LLC         EQUITY SALES        DISTRIBUTION                  EMPLOYEE
MARKETING GROUP, INC.                       (CONNECTICUT)         COMPANY, INC.       COMPANY, INC.              BENEFIT SERVICE
   (CONNECTICUT)                                 |                (CONNECTICUT)       (CONNECTICUT)                  COMPANY
         |                                       |                                                                (CONNECTICUT)
         |                                       |
   THE EVERGREEN                         HARTFORD INVESTMENT
    GROUP, INC.                          FINANCIAL SERVICES
    (NEW YORK)                                 COMPANY
                                              (DELAWARE)
</TABLE>

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

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


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