HARTFORD LIFE INS CO PUTMAN CAPITAL MGR TR SEPARATE ACCT TWO, POS AMI, 1995-05-01

HARTFORD LIFE INS CO PUTMAN CAPITAL MGR TR SEPARATE ACCT TWO
POS AMI, 1995-05-01

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<PAGE>
File No. 33-17207

Securities and Exchange Commission
Washington, D.C.

Form N-4

Registration Statement Under the Securities Act of 1933

---
Pre-Effective Amendment No. / /
---- ---

---

Post-Effective Amendment No. 13 / X /
---- ---

and/or

Registration Statement Under the Investment Company Act of 1940

Amendment No. 13
------

(check appropriate box or boxes)

Hartford Life Insurance Company -
Putnam Capital Manager Trust Separate Account
(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)

Depositor's Telephone Number: (203) 843-8847

Rodney J. Vessels, Esquire
P.O. Box 2999
Hartford, CT 06104-2999
(Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:

As soon as practicable after the effective date of this Registration
Statement.

<PAGE>

-2-

It is proposed that this filing will become effective:

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

__X__ on (May 1, 1995) pursuant to paragraph (b)(1)(v) of Rule 485

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

_____ on May 1, 1995 pursuant to paragraph (a)(1) of Rule 485

_____ 75 days after filing pursuant to paragraph (a)(2) of Rule 485
_____ on _______ pursuant to paragraph (a)(2) of Rule 485

Calculation of Registration Fee Under Securities Act of 1933
- - --------------------------------------------------------------------------------
Title of Amount Proposed Maximum Proposed Maximum Amount of
Securities Being Offering Aggregate Registration
Being Requested Registered Price Per Unit Offering Price Fee
- - --------------------------------------------------------------------------------

Hartford Life Insurance Company -Pursuant to Regulation 270. 24f-2 Paid
Putnam Capital Manager Trust under the Investment Company Act of
Separate Account Units of 1940. Registrant hereby elects to
Interest register an indefinite number
of units of interest in this
Separate Account.

- - --------------------------------------------------------------------------------
The Rule 24f-2 Notice for the Registrant's most recent fiscal year will be filed
on or about February 28, 1995.

<PAGE>

-3-

CROSS REFERENCE SHEET
PURSUANT TO RULE 495(a)

N-4 ITEM NO. PROSPECTUS HEADING
- - ------------------------------------- --------------------------------------

1. Cover Page Cover Page

2. Definitions Glossary of Special Terms

3. Synopsis or Highlights Summary

4. Condensed Financial Information Statement of Additional Information

5. General Description of Registrant, The Contract; The Separate Account;
Depositor, and Portfolio Companies The Fixed Account; The Company;
The Funds; General Matters

6. Deductions Charges Under the Contract

7. General Description of Operation of the Contract/
Annuity Contracts Accumulation Period; Death Benefit;
The Contract; The Separate Account;
General Matters

8. Annuity Period Annuity Benefits

9. Death Benefit Death Benefit

10. Purchases and Contract Value Operation of the Contract/
Accumulation Period

11. Redemptions Operation of the Contract/
Accumulation Period

12. Taxes Federal Tax Considerations

13. Legal Proceedings General Matters - Legal Proceedings

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

<PAGE>

-4-

PART A

<PAGE>

-5-

HARTFORD LIFE INSURANCE COMPANY--
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT

This Prospectus describes the Putnam Capital Manager Plan, a tax deferred
variable annuity issued by Hartford Life Insurance Company ("HL"). Payments for
the Contract will be held in a series of Hartford Life Insurance Company -
Putnam Capital Manager Trust Separate Account (the "Putnam Separate Account" or
the "Separate Account") or in the Fixed Account of HL. Allocations to and
transfers to and from the Fixed Account are not permitted in certain states.

There are currently ten Sub-Accounts available under the Contract. The
underlying investment portfolios ("Funds") of Putnam Capital Manager Trust for
the Sub-Accounts are PCM Diversified Income Fund, PCM Global Asset Allocation
Fund, PCM Global Growth Fund, PCM Growth and Income Fund, PCM High Yield Fund,
PCM Money Market Fund, PCM New Opportunities Fund, PCM U.S. Government and High
Quality Bond Fund, PCM Utilities Growth and Income Fund and PCM Voyager Fund.

This Prospectus sets forth the information concerning the Separate Account and
the Fixed Account that investors should know before investing. This Prospectus
should be kept for future reference. Additional information about the Separate
Account and the Fixed Account has been filed with the Securities and Exchange
Commission and is available without charge upon request. To obtain the
Statement of Additional Information send a written request to Hartford Life
Insurance Company, Attn: Individual Annuity Operations, P.O. Box 5085,
Hartford, CT 06102-5085. The Table of Contents for the Statement of Additional
Information may be found on page _____ of this Prospectus. The Statement of
Additional Information is incorporated by reference into this Prospectus.

- - -------------------------------------------------------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

- - -------------------------------------------------------------------------------
THIS PROSPECTUS IS ACCOMPANIED BY A CURRENT PROSPECTUS FOR PUTNAM CAPITAL
MANAGER TRUST AND IS VALID ONLY WHEN ACCOMPANIED BY A CURRENT PROSPECTUS FOR THE
TRUST.

- - -------------------------------------------------------------------------------
VARIABLE ANNUITY CONTRACTS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED OR
GUARANTEED BY, ANY BANK, NOR ARE THEY FEDERALLY INSURED OR OTHERWISE PROTECTED
BY THE FDIC, THE FEDERAL RESERVE BOARD, OR ANY OTHER AGENCY; THEY ARE SUBJECT TO
INVESTMENT RISKS, INCLUDING POSSIBLE LOSS OF THE PRINCIPAL AMOUNT INVESTED.

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

Prospectus Dated: May 1, 1995
Statement of Additional Information Dated: May 1, 1995

<PAGE>

-6-

TABLE OF CONTENTS

PAGE
GLOSSARY OF SPECIAL TERMS.................................................

FEE TABLE.................................................................

SUMMARY...................................................................

ACCUMULATION UNIT VALUES..................................................

PERFORMANCE RELATED INFORMATION...........................................

INTRODUCTION..............................................................

THE CONTRACT..............................................................

Right to Cancel Period..............................................

THE SEPARATE ACCOUNT......................................................

THE FIXED ACCOUNT.........................................................

THE COMPANY...............................................................

THE FUNDS.................................................................

OPERATION OF THE CONTRACT/ACCUMULATION PERIOD.............................

Premium Payments.....................................................

Value of Accumulation Units..........................................

Value of the Fixed Account...........................................

Value of the Contract................................................

Transfers Among Sub-Accounts.........................................

Transfers Between the Fixed Account and the Sub-Accounts.............

<PAGE>

-7-

Redemption/Surrender of a Contract...................................

DEATH BENEFIT.............................................................

CHARGES UNDER THE CONTRACT................................................

Contingent Deferred Sales Charges....................................

Mortality and Expense Risk Charge....................................

Administration and Maintenance Fees..................................

Premium Taxes........................................................

ANNUITY BENEFITS..........................................................

Annuity Options......................................................

The Annuity Unit and Valuation.......................................

Determination of Payment Amount......................................

FEDERAL TAX CONSIDERATIONS................................................

General..............................................................

Taxation of HL and the Separate Account..............................

Taxation of Annuities in General - Non-Tax Qualified Purchasers......

Federal Income Tax Withholding.......................................

General Provisions Affecting Tax Qualified Plans.....................

GENERAL MATTERS...........................................................

Assignment...........................................................

Modification.........................................................

Delay of Payments....................................................

<PAGE>

-8-

Voting Rights........................................................

Distribution of the Contracts........................................

Other Contracts Offered..............................................

Custodian of Separate Account Assets.................................

Legal Proceedings....................................................

Experts..............................................................

Additional Information...............................................

APPENDIX I (Putnam Capital Manager I)....................................

APPENDIX II (Putnam Capital Manager II)..................................

APPENDIX III (Information Regarding Tax Qualified Plans).................

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION..................

<PAGE>
-9-

GLOSSARY OF SPECIAL TERMS

ACCUMULATION UNIT: An accounting unit of measure used to calculate values
before Annuity payments begin.

ANNUITANT: The person or Participant upon whose life the Contract is issued.

ANNUITY: A series of payments for life, or for life with a minimum number of
payments or a determinable sum guaranteed, or for a joint lifetime and
thereafter during the lifetime of the survivor, or for a designated period.

ANNUITY COMMENCEMENT DATE: The date on which Annuity payments are to
commence. For group unallocated Contracts, the date for each Participant is
determined by the Contract Owner in accordance with the terms of the Plan.

ANNUITY UNIT: An accounting unit of measure used to calculate the value of
Annuity payments.

BENEFICIARY: The person(s) who receive Contract Values in the event of the
Annuitant's or Contract Owner's death under certain conditions. Under a
group unallocated Contract, the person named within the Plan
documents/enrollment forms by each Participant entitled to receive benefits
as per the terms of the Contract in case of the death of the Participant.

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

COMMISSION: Securities and Exchange Commission.

CONTINGENT ANNUITANT: The person so designated by the Contract Owner, who
upon the Annuitant's death, prior to the Annuity Commencement Date, becomes
the Annuitant.

CONTRACT ANNIVERSARY: The anniversary of the Contract Date.

CONTRACT OWNER(S): The owner(s) of the Contract, trustee or other entity,
sometimes herein referred to as "you".

CONTRACT VALUE: The aggregate value of any Sub-Account Accumulation Units
held under the Contract plus the value of the Fixed Account.

CONTRACT YEAR: A period of 12 months commencing with the Contract Date or
any anniversary thereof.

FIXED ACCOUNT: Part of the General Account of HL to which a Contract Owner
may allocate all or a portion of his Premium Payment or Contract Value.

<PAGE>
-10-

FIXED ANNUITY: An Annuity providing for guaranteed payments which remain
fixed in amount throughout the payment period and which do not vary with the
investment experience of a separate account.

FUNDS: Currently, the portfolios of Putnam Capital Manager Trust described
on page ___ of this Prospectus.

GENERAL ACCOUNT: The General Account of HL which consists of all assets of
the Hartford Life Insurance Company other than those allocated
to the separate accounts of the Hartford Life Insurance Company.

HL: Hartford Life Insurance Company.

HOME OFFICE OF THE COMPANY: Currently located at 200 Hopmeadow Street,
Simsbury, Connecticut. All correspondence concerning the Contract should be
sent to P.O. Box 5085, Hartford, CT 06102-5085, Attn: Individual Annuity
Operations.

MAXIMUM ANNIVERSARY VALUE: A value used in determining on death benefit. It
is based on a series of calculations of Contract Values on Contract
Anniversaries, premium payments and partial surrenders, as described on page
___.

MINIMUM DEATH BENEFIT: The minimum amount payable upon the death of the
Contract Owner/Annuitant or Participant in the case of group Contracts prior
to age 85 and before annuity payments have commenced.

PARTICIPANT: (For Group Unallocated Contracts Only). Any eligible employee
of an employer/Contract Owner participating in the Plan.

PLAN: A voluntary Plan of an Employer which qualifies for special tax
treatment under a section of the Internal Revenue Code.

PREMIUM PAYMENT: A payment made to HL pursuant to the terms of the
Contract.

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

SEPARATE ACCOUNT: The HL separate account entitled "Hartford Life and
Accident Insurance Company - Putnam Capital Manager Trust Separate Account".

SPECIFIED CONTRACT ANNIVERSARY: Every seventh Contract Anniversary (i.e.,
the 7th, 14th, 21st, etc. Contract Anniversaries).

<PAGE>

-11-

SUB-ACCOUNT: Accounts established within the Separate Account with respect
to a Fund.

TERMINATION VALUE: The Contract Value upon termination of the contract prior
to the Annuity Commencement Date, less any applicable Premium Taxes, the
Annual Maintenance Fee and any applicable contingent deferred sales charges.

TRUST: Putnam Capital Manager Trust.

UNALLOCATED CONTRACTS: Contracts issued to employers or such other entities
as Contract Owners with no allocation to a specific Participant, as defined
herein. The Plans will be responsible for the individual allocations.

VALUATION DAY: Every day the New York Stock Exchange is open for trading.
The value of the Separate Account is determined at the close of the New York
Stock Exchange (currently 4:00 p.m. Eastern Time) on such days.

VALUATION PERIOD: The period between the close of business on successive
Valuation Days.

VARIABLE ANNUITY: An Annuity providing for payments varying in amount in
accordance with the investment experience of the assets of the Separate
Account.

<PAGE>

Prospectus -- Hartford Life Putnam
This fee table applies to Contracts issued between May 1, 1990 and April 30, 1994.

SUMMARY
Contract Owner Transaction Expense
(All Sub Accounts)
<S> <C>

Sales Load Imposed on Purchases (as a percentage of premium payments). . . . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7%
Second Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Third Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Fourth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Fifth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3%
Sixth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%
Seventh Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1%
Eighth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Annual Contract Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25 (2)

Annual Expenses-Separate Account
(as a percentage of average account value)
Mortality and Expense Risk 1.250%
Administration Fees 0.150%
------
Total 1.400%

</TABLE>

Annual Fund Operating Expense
(as a percentage of net assets)

Total Fund
Management Other Operating
Fees Expenses Expenses
---------- -------- ----------
<S> <C> <C> <C>
PCM Growth and Income Fund. . . . . . . . . . . . . . . 0.57% 0.05% 0.62%
PCM High Yield Fund . . . . . . . . . . . . . . . . . . 0.66% 0.08% 0.74%
PCM Global Growth Fund. . . . . . . . . . . . . . . . . 0.60% 0.17% 0.77%
PCM Money Market Fund . . . . . . . . . . . . . . . . . 0.42% 0.13% 0.55%
PCM Global Asset Allocation Fund. . . . . . . . . . . . 0.66% 0.10% 0.76%
PCM U.S. Government and High Quality Bond Fund. . . . . 0.60% 0.07% 0.67%
PCM Utilities Growth and Income Fund. . . . . . . . . . 0.60% 0.08% 0.68%
PCM Voyager Fund. . . . . . . . . . . . . . . . . . . . 0.63% 0.08% 0.71%
PCM Diversified Income Fund . . . . . . . . . . . . . . 0.67% 0.13% 0.80%
PCM New Opportunities Fund (3). . . . . . . . . . . . . 0.70% 0.01% 0.71%

<FN>
(1) Length of time from premium payment.

(2) The annual contract fee is a single $25 charge on a Contract. It is
deducted proportionally from the Investment options in use at the time of
charge. In the Example, the annual contract fee is approximated as a 0.07%
annual asset charge based on the experience of the Contracts.

(3) Annualized expenses.

</TABLE>

<PAGE>

EXAMPLE

If you surrender your contract at If you annuitize at the end of the
the end of the applicable time period: applicable time period:
You would pay the following expenses You would pay the following expenses
on a $1,000 investment, assuming a 5% on a $1,000 investment, assuming a 5%
annual return on assets: annual return on assets:
------ ------- ------- -------- ------ ------- ------- --------
Sub-Account 1 year 3 years 5 years 10 years 1 year 3 years 5 years 10 years
- - ----------- ------ ------- ------- -------- ------ ------- ------- --------

PCM Growth and Income Fund . . . . . . . . . . . . $91 $116 $143 $244 $21 $65 $113 $243
PCM High Yield Fund. . . . . . . . . . . . . . . . 93 120 150 257 22 69 119 256
PCM Global Growth Fund . . . . . . . . . . . . . . 93 121 151 260 22 70 120 259
PCM Money Market Fund. . . . . . . . . . . . . . . 91 114 140 237 20 63 109 236
PCM Global Asset Allocation Fund . . . . . . . . . 93 120 151 259 22 70 120 258
PCM U.S. Government and High Quality Bond Fund . . 92 118 146 249 21 67 115 248
PCM Utilities Growth and Income Fund . . . . . . . 92 118 147 250 21 67 116 249
PCM Voyager Fund . . . . . . . . . . . . . . . . . 92 119 148 253 22 68 117 252
PCM Diversified Income Fund. . . . . . . . . . . . 93 122 153 263 23 71 122 262
PCM New Opportunities Fund . . . . . . . . . . . . 92 119 148 253 22 68 117 252

If you do not surrender your contract:
You would pay the following expenses
on a $1,000 investment, assuming a 5%
annual return on assets:
------ ------- ------- --------
Sub-Account 1 year 3 years 5 years 10 years
- - ----------- ------ ------- ------- --------

<S> <C> <C> <C> <C>
PCM Growth and Income Fund . . . . . . . . . . . . $21 $66 $113 $244
PCM High Yield Fund. . . . . . . . . . . . . . . . 23 70 120 257
PCM Global Growth Fund . . . . . . . . . . . . . . 23 71 121 260
PCM Money Market Fund. . . . . . . . . . . . . . . 21 64 110 237
PCM Global Asset Allocation Fund . . . . . . . . . 23 70 121 259
PCM U.S. Government and High Quality Bond Fund . . 22 68 116 249
PCM Utilities Growth and Income Fund . . . . . . . 22 68 117 250
PCM Voyager Fund . . . . . . . . . . . . . . . . . 22 69 118 253
PCM Diversified Income Fund. . . . . . . . . . . . 23 72 123 263
PCM New Opportunities Fund . . . . . . . . . . . . 22 69 118 253

</TABLE>

The purpose of this table is to assist the contract owner in understanding
various costs and expenses that a contract owner will bear directly or
indirectly. The table reflects expenses of the Separate Account and underlying
Funds. Premium taxes may also be applicable.
This EXAMPLE should not be considered a representation of passed or future
expenses and actual expenses may be greater or less than those shown.

<PAGE>

Prospectus -- Putnam
This fee table applies to contracts issued between September 1, 1988 and May 1, 1990.
See Appendix II for a complete description of the Contract provisions which apply.

SUMMARY
Contract Owner Transaction Expense
(All Sub Accounts)
<S> <C>

Sales Load Imposed on Purchases (as a percentage of premium payments). . . . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Second Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Third Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Fourth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6%
Fifth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Sixth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Seventh Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Annual Contract Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25 (2)

Annual Expenses-Separate Account
(as a percentage of average account value)
Mortality and Expense Risk 1.250%
Administration Fees 0.150%
------
Total 1.400%

</TABLE>

Annual Fund Operating Expense
(as a percentage of net assets)

Total Fund
Management Other Operating
Fees Expenses Expenses
---------- -------- ----------
<S> <C> <C> <C>
PCM Growth and Income Fund. . . . . . . . . . . . . . 0.57% 0.05% 0.62%
PCM High Yield Fund . . . . . . . . . . . . . . . . . 0.66% 0.08% 0.74%
PCM Global Growth Fund. . . . . . . . . . . . . . . . 0.60% 0.17% 0.77%
PCM Money Market Fund . . . . . . . . . . . . . . . . 0.42% 0.13% 0.55%
PCM Global Asset Allocation Fund. . . . . . . . . . . 0.66% 0.10% 0.76%
PCM U.S. Government and High Quality Bond Fund. . . . 0.60% 0.07% 0.67%
PCM Utilities Growth and Income Fund. . . . . . . . . 0.60% 0.08% 0.68%
PCM Voyager Fund. . . . . . . . . . . . . . . . . . . 0.63% 0.08% 0.71%
PCM Diversified Income Fund . . . . . . . . . . . . . 0.67% 0.13% 0.80%
PCM New Opportunities Fund (3). . . . . . . . . . . . 0.70% 0.01% 0.71%

<FN>
(1) Length of time from premium payment.

(2) The annual contract fee is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
charge. In the Example, the annual contract fee is approximated as a 0.07%
annual asset charge based on the experience of the Contracts.

(3) Annualized expenses.

</TABLE>

<PAGE>

EXAMPLE

<S> <C> <C> <C> <C> <C> <C> <C> <C>
PCM Growth and Income Fund . . . . . . . . . . . . $81 $126 $163 $244 $21 $65 $113 $243
PCM High Yield Fund. . . . . . . . . . . . . . . . 83 130 170 257 22 69 119 256
PCM Global Growth Fund . . . . . . . . . . . . . . 83 131 171 260 22 70 120 259
PCM Money Market Fund. . . . . . . . . . . . . . . 81 124 160 237 20 63 109 236
PCM Global Asset Allocation Fund . . . . . . . . . 83 130 171 259 22 70 120 258
PCM U.S. Government and High Quality Bond Fund . . 82 128 166 249 21 67 115 248
PCM Utilities Growth and Income Fund . . . . . . . 82 128 167 250 21 67 116 249
PCM Voyager Fund . . . . . . . . . . . . . . . . . 82 129 168 253 22 68 117 252
PCM Diversified Income Fund. . . . . . . . . . . . 83 132 173 263 23 71 122 262
PCM New Opportunities Fund . . . . . . . . . . . . 82 129 168 253 22 68 117 252

</TABLE>

<PAGE>

Prospectus -- Putnum
This fee table applies to Contracts issued between October 15, 1986 and September 1, 1988.
See Appendix I for a complete description of the Contract provisions which apply.

SUMMARY
Contract Owner Transaction Expense
(All Sub Accounts)
<S> <C>
Sales Load Imposed on Purchases (as a percentage of premium payments). . . . . . . . . None
Exchange Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $0
Deferred Sales Load (as a percentage of amounts withdrawn)
First Year(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Second Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5%
Third Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4%
Fourth Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3%
Fifth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2%
Sixth Year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0%
Annual Contract Fee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $25 (2)

Annual Expenses-Separate Account
(as a percentage of average account value)
Mortality and Expense Risk 1.250%
Administration Fees 0.150%
------
Total 1.400%

</TABLE>

Annual Fund Operating Expense
(as a percentage of net assets)

<FN>
(1) Length of time from premium payment.

(2) The annual contract fee is a single $25 charge on a Contract. It is
deducted proportionally from the investment options in use at the time of
the charge. In the Example, the annual contract fee is approximated as a
0.07% annual asset charge based on the experience of the Contracts.

(3) Annualized expenses.

</TABLE>

<PAGE>

EXAMPLE

<S> <C> <C> <C> <C> <C> <C> <C> <C>
PCM Growth and Income Fund . . . . . . . . . . . . $71 $106 $133 $244 $21 $65 $113 $243
PCM High Yield Fund. . . . . . . . . . . . . . . . 73 110 140 257 22 69 119 256
PCM Global Growth Fund . . . . . . . . . . . . . . 73 111 141 260 22 70 120 259
PCM Money Market Fund. . . . . . . . . . . . . . . 71 104 130 237 20 63 109 236
PCM Global Asset Allocation Fund . . . . . . . . . 73 110 141 259 22 70 120 258
PCM U.S. Government and High Quality Bond Fund . . 72 108 136 249 21 67 115 248
PCM Utilities Growth and Income Fund . . . . . . . 72 108 137 250 21 67 116 249
PCM Voyager Fund . . . . . . . . . . . . . . . . . 72 109 138 253 22 68 117 252
PCM Diversified Income Fund. . . . . . . . . . . . 73 112 143 263 23 71 122 262
PCM New Opportunities Fund . . . . . . . . . . . . 72 109 138 253 22 68 118 252

</TABLE>

<PAGE>

-12-

SUMMARY

WHAT IS THE CONTRACT AND HOW MAY I PURCHASE ONE?

The Contract offered is a tax deferred Variable Annuity Contract (see "Taxation
of Annuities in General," page ____). Generally, the Contract is purchased by
completing an application or an order to purchase a Contract and submitting it,
along with the initial Premium Payments, to HL for its approval. The minimum
initial Premium Payment is $1,000 with a minimum allocation to any Fund of $500.
Certain plans may make smaller initial and subsequent periodic premium payments.
Subsequent Premium Payments, if made, must be a minimum of $500. A Contract
Owner may, at any time within 10 days of delivery of a Contract sold hereunder,
return the Contract to HL at its Home Office and the value of the Contract
(without deduction for any charges normally assessed thereunder) will be
refunded. The Contract Owner bears the investment risk during the period prior
to the Company's receipt of request for cancellation, except for Contract Owners
in Georgia, North Carolina, South Carolina, Washington, West Virginia, Utah, and
other states where required by law who will be refunded the premiums (see "Right
to Cancel Period," page ____).

For a description of Contracts issued from October 15, 1986 until approximately
September 1, 1988 (Putnam Capital Manager I), see Appendix I on page ____.

For a description of Contracts issued from September 1, 1988 until May 1, 1990
(Putnam Capital Manager II) see Appendix II on page ____.

WHO MAY PURCHASE THE CONTRACT?

Any individual, group or trust may purchase the Contracts, including any trustee
or custodian for a retirement plan which qualifies for special Federal tax
treatment under the Internal Revenue Code including individual retirement
annuities ("Qualifed Contracts"). These Contracts are also available for IRA's.
(See "Federal Tax Considerations" commencing on page ____ and Appendix III
commencing on page ____.)

WHAT TYPES OF INVESTMENTS ARE AVAILABLE UNDER THE CONTRACT?

The underlying investments for the Contract are shares of Putnam Capital Manager
Trust, an open-end diversified series investment company with multiple
portfolios ("the Funds") as follows: PCM Diversified Income Fund, PCM Global
Asset Allocation Fund, PCM Global Growth Fund, PCM Growth and Income Fund, PCM
High Yield Fund, PCM Money Market Fund, PCM New Opportunities Fund, PCM U.S.
Government and High Quality Bond Fund,

<PAGE>

-13-

PCM Utilities Growth and Income Fund, PCM Voyager Fund and such other Funds as
shall be offered from time to time, and the Fixed Account, or a combination of
the Funds and the Fixed Account. (See "The Funds" commencing on page ____ and
"The Fixed Account" commencing on page ____.)

WHAT ARE THE CHARGES UNDER THE CONTRACTS?

SALES EXPENSES

There is no deduction for sales expenses from Premium Payments when made.
However, a contingent deferred sales charge may be assessed against Contract
Values when they are surrendered. (See "Contingent Deferred Sales Charges"
commencing on page ____.)

The length of time from receipt of a Premium Payment to the time of surrender
determines the contingent deferred sales charge. For this purpose, Premium
Payments will be deemed to be surrendered in the order in which they are
received and all surrenders will be first from Premium Payments and then from
other Contract values. The charge is a percentage of the amount withdrawn (not
to exceed the aggregate amount of the Premium Payments made). The charge is as
follows:

Charge Length of Time from Premium Payment
------ -----------------------------------
(Number of Years)

7% 1
6% 2
5% 3
4% 4
3% 5
2% 6
1% 7
0% 8 or more

No contingent deferred sales charge will be assessed in the event of death of
the Annuitant or Contract Owner, or upon the exercise of the withdrawal
privilege or if Contract Values are applied to an Annuity option provided for
under the Contract (except that a surrender out of Annuity Option Four will be
subject to a contingent deferred sales charge where applicable). (See
"Contingent Deferred Sales Charges" commencing on page ____.)

FREE WITHDRAWAL PRIVILEGE. Withdrawals of up to 10% per Contract Year, on a
noncumulative basis, of the Premium Payments made to a Contract may be made
without the imposition of the contingent deferred sales charge. (See
"Contingent Deferred Sales Charges" commencing on page ____.) Certain plans or
programs may have different withdrawal privileges.

<PAGE>

-14-

MORTALITY AND EXPENSE RISKS

For assuming the mortality and expense risks under the Contract, HL will impose
a 1.25% per annum charge against all Contract Values held in the Sub-Accounts.
(See "Mortality and Expense Risk Charge," page ____.)

ANNUAL ADMINISTRATION AND MAINTENANCE FEE

The Contract provides for administration and Contract maintenance charges. For
administration, the charge is .15% per annum against all Contract Values held in
the Separate Account. For Contract maintenance, the charge is $30 annually.
(See "Administration and Maintenance Fees," page ____.) Contracts with a
Contract Value of $50,000 or more at time of Contract Anniversary will not be
assessed this fee.

PREMIUM TAXES

A deduction will be made for Premium Taxes for Contracts sold in certain states.
(See "Premium Taxes," page ____.)

CHARGES BY THE FUNDS

The Funds are subject to certain fees, charges and expenses. (See the
Prospectus for the Trust attached hereto.)

CAN I GET MY MONEY IF I NEED IT?

Subject to any applicable charges, the Contract may be surrendered, or portions
of the value of such Contract may be withdrawn, at any time prior to the Annuity
Commencement Date. However, if less than $500 remains in a Contract as a result
of a withdrawal, HL may terminate the Contract in its entirety. (See
"Redemption/Surrender of a Contract," page ____.)

DOES THE CONTRACT PAY ANY DEATH BENEFITS?

A death benefit is provided in the event of death of the Annuitant or Contract
Owner or Joint Contract Owner prior to age 85 and before Annuity payments have
commenced. (See "Death Benefit," page ____.)

WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACT?

There are five available Annuity options under the Contract which are described
on page ____. The Annuity Commencement Date may not be deferred beyond the
Annuitant's 90th birthday except in certain states where the Annuity
Commencement Date may not be deferred beyond the Annuitant's 85th birthday.

<PAGE>

-15-

If a Contract Owner does not elect otherwise, the Contract Value less applicable
premium taxes will be applied on the Annuity Commencement Date under the second
option to provide a life annuity with 120 monthly payments certain.

DOES THE CONTRACT OWNER HAVE ANY VOTING RIGHTS UNDER THE CONTRACT?

Contract Owners will have the right to vote on matters affecting an underlying
Fund to the extent that proxies are solicited by such Fund. If a Contract Owner
does not vote, HL shall vote such interests in the same proportion as shares of
the Fund for which instructions have been received by HL. (See "Voting Rights,"
page ____.)

PERFORMANCE RELATED INFORMATION

The Separate Account may advertise certain performance related information
concerning its 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.

The PCM Diversified Income Fund, PCM Global Asset Allocation Fund, PCM Global
Growth Fund, PCM Growth and Income Fund, PCM High Yield Fund, PCM Money Market
Fund, PCM New Opportunities Fund, PCM U.S. Government and High Quality Bond
Fund, and PCM Voyager Fund Sub-Accounts may include total return in
advertisements or other sales material.

When a Sub-Account advertises its total return, it will usually be calculated
for one year, five years, and ten years or some other relevant periods if the
Sub-Account has not been in existence for at least ten years. Total return is
measured by comparing the value of an investment in the Sub-Account at the
beginning of the relevant period to the value of the investment at the end of
the period (assuming the deduction of any contingent deferred sales charge which
would be payable if the investment were redeemed at the end of the period).

The PCM Diversified Income Fund, PCM Growth and Income Fund, PCM High Yield Fund
and PCM U.S. Government and High Quality Bond Fund 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
reflects the recurring charges at the Separate Account level including the
Contract Maintenance Fee.

The PCM Money Market Fund Sub-Account may advertise yield and effective yield.
The yield of a Sub-Account is based upon the income earned by the Sub-Account
over a seven-day period and then annualized, i.e. the income earned in the
period is assumed to be earned every seven days over a 52-week period and stated
as a percentage of the investment. Effective yield is calculated similarly but
when annualized, the income earned by the investment is assumed to be

<PAGE>

ACCUMULATION UNIT VALUES

(For an accumulation unit outstanding throughout the period)

The following information has been examined by Arthur Andersen LLP
independent public accountants, whose report thereon is included in the
Statement of Additional Information, which is incorporated by reference to this
Prospectus.

Year Ended December 31,
- - --------------------------------------------------------------------------------------------------------------------------------
1994 1993 1992 1991 1990
---- ---- ---- ---- ----
<S> <C> <C> <C> <C> <C>
VOYAGER FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 23.530 $ 20.1 $ 18.472 $ 12.822 $ 13.272
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 23.445 $ 23.530 $ 20.102 $ 18.472 $ 12.822
Number accumulation units outstanding at end of period (in thousands) 29,315 21,915 14,667 8,419 3,714

GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 20.390 $ 18.1 $ 16.720 $ 14.243 $ 14.166
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 20.178 $ 20.390 $ 18.096 $ 16.720 $ 14.243
Number accumulation units outstanding at end of period (in thousands) 67,016 53,464 32,856 19,420 10,888

GLOBAL ASSET ALLOCATION SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 16.988 $ 14.67 $ 13.992 $ 11.922 $ 12.068
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 16.335 $ 16.99 $ 14.665 $ 13.992 $ 11.922
Number accumulation units outstanding at end of period (in thousands) 16,507 12,914 8,580 5,829 4,300

HIGH YIELD FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 17.890 $ 15.17 $ 12.932 $ 9.055 $ 10.200
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 17.476 $ 17.890 $ 15.173 $ 12.932 $ 9.055
Number accumulation units outstanding at end of period (in thousands) 11,462 11,174 7,076 3,296 2,072

U.S. GOVERNMENT AND HIGH QUALITY BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 16.277 $ 14.83 $ 13.994 $ 12.100 $ 11.414
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 15.533 $ 16.28 $ 14.833 $ 13.994 $ 12.100
Number accumulation units outstanding at end of period (in thousands) 33,516 37,806 27,611 16,368 8,107

MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 1.294 $ 1.277 $ 1.250 $ 1.197 $ 1.124
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 1.325 $ 1.294 $ 1.277 $ 1.250 $ 1.197
Number accumulation units outstanding at end of period (in thousands) 144,950 86,677 80,182 62,638 64,849

GLOBAL GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 13.432 $ 10.29 $ 10.472 $ 9.233 $ 10.000(b)
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 13.119 $ 13.43 $ 10.289 $ 10.472 $ 9.233
Number accumulation units outstanding at end of period (in thousands) 30,285 17,711 7,638 3,800 1,405

UTILITIES GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 11.876 $ 10.62 $ 10.000 (c) -- --
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 10.889 $ 11.88 $ 10.618 -- --
Number accumulation units outstanding at end of period (in thousands) 23,090 26,176 5,956 -- --

DIVERSIFIED INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 10.188 $ 10.000 (d) -- -- --
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 9.622 $ 10.188 -- -- --
Number accumulation units outstanding at end of period (in thousands) 13,403 4,428 -- -- --

NEW OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 10.000 (e) -- -- -- --
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 10.718 -- -- -- --
Number accumulation units outstanding at end of period (in thousands) 3,681 -- -- -- --

Year Ended December 31,
- - ---------------------------------------------------------------------------------------------
1989 1988
---- ----
<S> <C> <C>
VOYAGER FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 10.170 $ 10.000 (a)
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 13.272 $ 10.170
Number accumulation units outstanding at end of period (in thousands) 2,968 762

GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 11.848 $ 10.000 (a)
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 14.166 $ 11.848
Number accumulation units outstanding at end of period (in thousands) 7,037 2,187

GLOBAL ASSET ALLOCATION SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 10.545 $ 10.000 (a)
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 12.068 $ 10.545
Number accumulation units outstanding at end of period (in thousands) 3,293 2,274

HIGH YIELD FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 10.624 $ 10.000 (a)
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 10.200 $ 10.624
Number accumulation units outstanding at end of period (in thousands) 2,680 1,822

U.S. GOVERNMENT AND HIGH QUALITY BOND FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 10.150 $ 10.000 (a)
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 11.414 $ 10.150
Number accumulation units outstanding at end of period (in thousands) 5,399 2,786

MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . $ 1.045 $ 1.000 (a)
Accumulation unit value at end of period . . . . . . . . . . . . . . $ 1.124 $ 1.045
Number accumulation units outstanding at end of period (in thousands) 21,986 13,212

GLOBAL GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . -- --
Accumulation unit value at end of period . . . . . . . . . . . . . . -- --
Number accumulation units outstanding at end of period (in thousands) -- --

UTILITIES GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . -- --
Accumulation unit value at end of period . . . . . . . . . . . . . . -- --
Number accumulation units outstanding at end of period (in thousands) -- --

DIVERSIFIED INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . -- --
Accumulation unit value at end of period . . . . . . . . . . . . . . -- --
Number accumulation units outstanding at end of period (in thousands) -- --

NEW OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period . . . . . . . . . . . -- --
Accumulation unit value at end of period . . . . . . . . . . . . . . -- --
Number accumulation units outstanding at end of period (in thousands) -- --

<FN>
(a) Inception date, February 1, 1988.
(b) Inception date, May 1, 1990.
(c) Inception date, May 1, 1992.
(d) Inception date, September 15, 1993.
(e) Inception date, June 20, 1994.

</TABLE>

<PAGE>

-16-

reinvested in Sub-Account units and thus compounded in the course of a 52-week
period. Yield reflect the recurring charges at the Separate Account level
including the Contract Maintenance Fee.

Total return at the Separate Account level includes all Contract charges: sales
charges, mortality and expense risk charges, and the Contract Maintenance Fee,
and is therefore lower than total return at the Fund level, with no comparable
charges. Likewise, yield at the Separate Account level includes all recurring
charges (except sales charges), and is therefore lower than yield at the Fund
level, with no comparable charges.

INTRODUCTION

This Prospectus has been designed to provide you with the necessary information
to make a decision on purchasing a tax deferred Variable Annuity Contract
offered by HL and funded by the Fixed Account and/or a series of the Putnam
Separate Account. Please read the Glossary of Special Terms on pages 2 and 3
prior to reading this Prospectus to familiarize yourself with the terms being
used.

THE CONTRACT

The Putnam Capital Manager Plan is a tax deferred Variable Annuity Contract.
Payments for the Contract will be held in the Fixed Account and/or a series of
the Putnam Separate Account. Initially there are no deductions from your
Premium Payments (except for Premium Taxes, if applicable) so your entire
Premium Payment is put to work in the investment Sub-Account(s) of your choice
or the Fixed Account. Each Sub-Account invests in a different underlying Fund
with its own distinct investment objectives. You pick the Sub-Account(s) with
the investment objectives that meet your needs. You may select one or more
Sub-Accounts and/or the Fixed Account and determine the percentage of your
Premium Payment that is put into a Sub-Account or the Fixed Account. You may
also transfer assets among the Sub-Accounts and the Fixed Account so that your
investment program meets your specific needs over time. There are minimum
requirements for investing in each Sub-Account and the Fixed Account which are
described later in this Prospectus. In addition, there are certain other
limitations on withdrawals and transfers of amounts in the Sub-Accounts and the
Fixed Account as described in this Prospectus. See "Charges Under the Contract"
for a description of the charges for redeeming a Contract and other charges made
under the Contract.

Generally, the Contract contains the five optional forms of Annuity described
later in this Prospectus. Options 2, 4 and 5 are available with respect to
Qualified Contracts only if the guaranteed payment period is less than the life
expectancy of the Annuitant at the time the option becomes effective. Such life
expectancy shall be computed on the basis of the mortality table prescribed by
the IRS, or if none is prescribed, the mortality table then in use by HL.

<PAGE>

-17-

The Contract Owner may select an Annuity Commencement Date and an Annuity option
which may be on a fixed or variable basis, or a combination thereof. The
Annuity Commencement Date may not be deferred beyond the Annuitant's 90th
birthday except in certain states where the Annuity Commencement Date may not be
deferred beyond the Annuitant's 85th birthday.

The Annuity Commencement Date and/or the Annuity option may be changed from time
to time, but any such change must be made at least 30 days prior to the date on
which payments are scheduled to begin. If you do not elect otherwise, payments
will begin at the Annuitant's age 90 under Option 2 with 120 monthly payments
certain (Option 1 for Contracts issued in Texas).

When an Annuity is effected under a Contract, unless otherwise specified,
Contract Values held in the Sub-Accounts will be applied to provide a Variable
Annuity based on the pro rata amount in the various Sub-Accounts. Fixed Account
Contract Values will be applied to provide a Fixed Annuity. Variable Annuity
payments will vary in accordance with the investment performance of the
Sub-Accounts you have selected. The Contract allows the Contract Owner to
change the Sub-Accounts on which variable payments are based after payments have
commenced once every three (3) months. Any Fixed Annuity allocation may not be
changed.

The Contract offered under this Prospectus may be purchased by any individual
("Non-Qualified Contract") or by an individual, trustee or custodian for a
retirement plan qualified under Sections 401(a) or 403(a) of the Internal
Revenue Code; annuity purchase plans adopted by public school systems and
certain tax-exempt organizations according to Section 403(b) of the Internal
Revenue Code; Individual Retirement Annuities adopted according to Section 408
of the Internal Revenue Code; employee pension plans established for employees
by a state, a political subdivision of a state, or an agency or instrumentality
of either a state or a political subdivision of a state, and certain eligible
deferred compensation plans as defined in Section 457 of the Internal Revenue
Code ("Qualified Contracts").

RIGHT TO CANCEL PERIOD

If you are not satisfied with your purchase you may surrender the Contract by
returning it within ten days (or longer in some states) after you receive it. A
written request for cancellation must accompany the Contract. In such event, HL
will, without deduction for any charges normally assessed thereunder, pay you an
amount equal to the sum of (i) the difference between the Premium Payment and
the amounts allocated to the Sub-Account(s) and/or the Fixed Account under the
Contract and (ii) the Contract Value on the date of surrender attributable to
the amounts so allocated. You bear the investment risk during the period prior
to the Company's receipt of request for cancellation. HL will refund the
premium paid only for individual retirement annuities (if returned within seven
days of receipt) and in those states where required by law.

<PAGE>

-18-

THE SEPARATE ACCOUNT

The Separate Account was established on June 22, 1987, in accordance with
authorization by the Board of Directors of HL. It is the Separate Account in
which HL sets aside and invests the assets attributable to variable annuity
Contracts, including the Contracts sold under this Prospectus. Although the
Separate Account is an integral part of HL, it is registered as a unit
investment trust under the Investment Company Act of 1940. This registration
does not, however, involve supervision by the Commission of the management or
the investment practices or policies of the Separate Account or HL. The
Separate Account meets the definition of "separate account" under federal
securities law.

Under Connecticut law, the assets of the Separate Account attributable to the
Contracts offered under this Prospectus are held for the benefit of the owners
of, and the persons entitled to payments under, those Contracts. Income, gains,
and losses, whether or not realized, from assets allocated to the Separate
Account, are, in accordance with the Contracts, credited to or charged against
the Separate Account. Also, the assets in the Separate Account are not
chargeable with liabilities arising out of any other business HL may conduct.
So Contract Values allocated to the Sub-Accounts will not be affected by the
rate of return of HL's General Account, nor by the investment performance of any
of HL's other separate accounts. However, the obligations arising under the
Contracts are general obligations of HL.

Your investment in the Separate Account is allocated to one or more Sub-Accounts
as per your specifications. Each Sub-Account is invested exclusively in the
shares of one underlying Fund. Net Premium Payments and proceeds of transfers
between Funds are applied to purchase shares in the appropriate Fund at net
asset value determined as of the end of the Valuation Period during which the
payments were received or the transfer made. All distributions from the Funds
are reinvested at net asset value. The value of your investment will therefore
vary in accordance with the net income and the market value of the portfolios of
the underlying Fund(s). During the Variable Annuity payout period, both your
Annuity payments and reserve values will vary in accordance with these factors.

HL does not guarantee the investment results of the Funds or any of the
underlying investments. There is no assurance that the value of a Contract
during the years prior to retirement or the aggregate amount of the Variable
Annuity payments will equal the total of Premium Payments made under the
Contract. Since each underlying Fund has different investment objectives and
policies, each is subject to different risks. These risks are more fully
described in the accompanying Trust Prospectus.

HL reserves the right, subject to compliance with the law, to substitute the
shares of any other registered investment company for the shares of any Fund
held by the Separate Account. Substitution may occur only if shares of the
Fund(s) become unavailable or if there are changes in applicable law or

<PAGE>

-19-

interpretations of law. Current law requires notification to you of any such
substitution and approval of the Commission.

The Separate Account may be subject to liabilities arising from a Series of the
Separate Account whose assets are attributable to other variable annuity
Contracts or variable life insurance policies offered by the Separate Account
which are not described in this Prospectus.

THE FIXED ACCOUNT

THAT PORTION OF THE CONTRACT RELATING TO THE FIXED ACCOUNT IS NOT REGISTERED
UNDER THE SECURITIES ACT OF 1933 ("1933 ACT") AND THE FIXED ACCOUNT IS NOT
REGISTERED AS AN INVESTMENT COMPANY UNDER THE INVESTMENT COMPANY ACT OF 1940
("1940 ACT"). ACCORDINGLY, NEITHER THE FIXED ACCOUNT NOR ANY INTERESTS THEREIN
ARE SUBJECT TO THE PROVISIONS OR RESTRICTIONS OF THE 1933 ACT OR THE 1940 ACT,
AND THE DISCLOSURE REGARDING THE FIXED ACCOUNT HAS NOT BEEN REVIEWED BY THE
STAFF OF THE SECURITIES AND EXCHANGE COMMISSION. THE FOLLOWING DISCLOSURE ABOUT
THE FIXED ACCOUNT MAY BE SUBJECT TO CERTAIN GENERALLY APPLICABLE PROVISIONS OF
THE FEDERAL SECURITIES LAWS REGARDING THE ACCURACY AND COMPLETENESS OF
DISCLOSURE.

Premium Payments and Contract Values allocated to the Fixed Account become a
part of the general assets of HL. HL invests the assets of the General Account
in accordance with applicable laws governing investments of Insurance Company
General Accounts.

Currently, HL guarantees that it will credit interest at a rate of not less than
3% per year, compounded annually, to amounts allocated to the Fixed Account
under the Contracts. However, HL reserves the right to change the rate
according to state insurance law. HL may credit interest at a rate in excess of
3% per year; however, HL is not obligated to credit any interest in excess of 3%
per year. There is no specific formula for the determination of excess interest
credits. Some of the factors that the Company may consider in determining
whether to credit excess interest to amounts allocated to the Fixed Account and
the amount thereof, are general economic trends, rates of return currently
available and anticipated on the Company's investments, regulatory and tax
requirements and competitive factors. ANY INTEREST CREDITED TO AMOUNTS
ALLOCATED TO THE FIXED ACCOUNT IN EXCESS OF 3% PER YEAR WILL BE DETERMINED IN
THE SOLE DISCRETION OF THE COMPANY. THE OWNER ASSUMES THE RISK THAT INTEREST
CREDITED TO FIXED ACCOUNT ALLOCATIONS MAY NOT EXCEED THE MINIMUM GUARANTEE OF 3%
FOR ANY GIVEN YEAR.

<PAGE>

-20-

THE COMPANY

Hartford Life Insurance Company ("HL") was originally incorporated under the
laws of Massachusetts on June 5, 1902. It was subsequently redomiciled to
Connecticut. It is a stock life insurance company engaged in the business of
writing health and life insurance, both ordinary and group, in all states of the
United States and the District of Columbia. The offices of HL are located in
Simsbury, Connecticut; however, its mailing address is P.O. Box 5085, Hartford,
CT 06102-5085, Attn: Individual Annuity Operations. HL is ultimately 100%
owned by Hartford Fire Insurance Company, one of the largest multiple lines
insurance carriers in the United States. Hartford Fire Insurance Company is a
subsidiary of ITT Corporation.

Hartford Life Insurance Company is rated A++ (superior) from A.M. Best and
Company, Inc. on the basis of its financial soundness and operating performance.
Hartford Life Insurance Company has an AA+ rating from Standard and Poor's and
Duff and Phelps' highest ratings (AAA) on the basis of its claims-paying
ability.

These ratings do not apply to the performance of the Separate Account. However,
the Contractual obligations under this variable annuity are the general
corporate obligations of HL. These ratings do apply to HL's ability to meet its
insurance obligations under the Contract.

THE FUNDS

The underlying investment for the Contracts are shares of Putnam Capital Manager
Trust, an open-end diversified series investment company with multiple
portfolios ("Funds"). The underlying Funds corresponding to each Sub-Account
and their investment objectives are described below. HL reserves the right,
subject to compliance with the law, to offer additional funds with differing
investment objectives. The Funds may not be available in all states.

PCM DIVERSIFIED INCOME FUND

Seeks high current income consistent with capital preservation by investing in
the following three sectors of the fixed income securities markets: U.S.
government sector, high yield sector, and international sector.

PCM GLOBAL ASSET ALLOCATION FUND

Seeks a high level of long-term total return consistent with preservation of
capital by investing in U.S. equities, international equities, U.S. fixed income
securities and international fixed income securities.

<PAGE>

-21-

PCM GLOBAL GROWTH FUND

Seeks capital appreciation through a globally diversified common stock
portfolio.

PCM GROWTH AND INCOME FUND

Seeks capital growth and current income by investing primarily in common stocks
that offer potential for capital growth, current income, or both.

PCM HIGH YIELD FUND

Seeks high current income by investing primarily in high-yielding, lower-rated
fixed income securities (commonly referred to as junk bonds), constituting a
diversified portfolio which is believed not to involve undue risk to income or
principal. Capital growth is a secondary objective when consistent with
the objectives of seeking high current income. (See the Special Considerations
for Investments in High Yield Securities disclosed in the Trust Prospectus.)

PCM MONEY MARKET FUND

Seeks to achieve as high a level of current income as is consistent with
liquidity and preservation of capital by investing in money market securities.

PCM NEW OPPORTUNITIES FUND

Seeks long-term capital appreciation by investing principally in common stocks
of companies in sectors of the economy which may possess above-average long-term
growth potential.

PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

Seeks current income consistent with preservation of capital through investment
in securities issued or guaranteed as to principal and interest by the U.S.
Government or by its agencies or instrumentalities and in other debt obligations
rated at least A by Standard & Poor's or Moody's or, if not rated, determined by
Putnam Investment to be of comparable quality.

PCM UTILITIES GROWTH AND INCOME FUND

Seeks capital growth and current income by concentrating its investments in
securities issued by Companies in the public utilities industries.

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PCM VOYAGER FUND

Seeks capital appreciation primarily from a portfolio of common stocks which are
believed to have potential for capital appreciation which is significantly
greater than that of market averages.

The PCM Diversified Income Fund, PCM Global Growth Fund, PCM Growth and Income
Fund, PCM High Yield Fund, PCM Money Market Fund, PCM New Opportunities Fund,
PCM Utilities Growth and Income Fund, and PCM Voyager Fund are generally managed
in styles similar to other open-end investment companies which are managed by
Putnam Investment and whose shares are generally offered to the public. These
other Putnam Funds may, however, employ different investment practices and may
invest in securities different from those in which their counterpart Funds
invest, and consequently will not have identical portfolios or experience
identical investment results.

The Funds are available only to serve as the underlying investment for variable
annuity and variable life Contracts. A full description of the Funds, their
investment objectives, policies and restrictions, risks, charges and expenses
and other aspects of their operation is contained in the accompanying Trust
Prospectus which should be read in conjunction with this Prospectus before
investing, and in the Trust Statement of Additional Information which may be
ordered without charge from Putnam Investor Services, Inc.

It is conceivable that in the future it may be disadvantageous for variable
annuity separate accounts and variable life insurance separate accounts to
invest in the Funds simultaneously. Although HL and the Funds do not currently
foresee any such disadvantages either to variable annuity Contract Owners or to
variable life insurance Policyowners, the Trust's Board of Trustees would
monitor events in order to identify any material conflicts between such Contract
Owners and Policyowners and to determine what action, if any, should be taken in
response thereto. If the Board of Trustees of the Funds were to conclude that
separate funds should be established for variable life and variable annuity
separate accounts, the variable annuity Contract Owners would not bear any
expenses attendant upon establishment of such separate funds.

Putnam Investment Management, Inc. ("Putnam Investment"), One Post Office
Square, Boston, Massachusetts, 02109, serves as the investment manager for the
Funds. Two affiliates, The Putnam Advisory Company, Inc. and Putnam Capital
Management, Inc., manage domestic and foreign institutional accounts and mutual
funds. Putnam Investment and its affiliates are wholly-owned subsidiaries of
Marsh & McLennan Companies, Inc., a publicly owned holding company whose
principal businesses are international insurance brokerage and employee benefit
consulting.

Subject to the general oversight of the Trustees of the Trust, Putnam Investment
manages the Funds' portfolios in accordance with their stated investment
objectives and policies, makes investment decisions for the Funds, places orders
to purchase and sell securities on behalf of the Funds, and administers the

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affairs of the Funds. For its services, the Funds pay Putnam Investment a
quarterly fee. See the accompanying Trust Prospectus for a more complete
description of Putnam Investment and the respective fees of the Funds.

OPERATION OF THE CONTRACT/ACCUMULATION PERIOD

PREMIUM PAYMENTS

The balance of each initial Premium Payment remaining after the deduction of any
applicable Premium Tax is credited to your Contract within two business days of
receipt of a properly completed application or an order to purchase a Contract
and the initial Premium Payment by HL at its Home Office, P.O. Box 5085,
Hartford, CT 06102-5085. It will be credited to the Sub-Account(s) and/or the
Fixed Account in accordance with your election. If the application or other
information is incomplete when received, the balance of each initial Premium
Payment, after deduction of any applicable Premium Tax, will be credited to the
Sub-Account(s) or the Fixed Account within five business days of receipt or the
entire Premium Payment will be immediately returned unless you have been
informed of the delay and request that the Premium Payment not be returned.
Subsequent Premium Payments are priced on the Valuation Day received by HL in
its Home Office or other designated administrative office.

The number of Accumulation Units in each Sub-Account to be credited to a
Contract will be determined by dividing the portion of the Premium Payment being
credited to each Sub-Account by the value of an Accumulation Unit in that
Sub-Account on that date.

The minimum initial Premium Payment is $1,000. Subsequent Premium Payments, if
made, must be a minimum of $500. Certain plans may make smaller initial and
subsequent periodic payments. Each Premium Payment may be split among the
various Sub-Accounts and the Fixed Account subject to minimum amounts then in
effect.

VALUE OF ACCUMULATION UNITS

The Accumulation Unit value for each Sub-Account will vary to reflect the
investment experience of the applicable Fund and will be determined on each
Valuation Day by multiplying the Accumulation Unit value of the particular
Sub-Account on the preceding Valuation Day by a "Net Investment Factor" for that
Sub-Account for the Valuation Period then ended. The "Net Investment Factor"
for each of the Sub-Accounts is equal to the net asset value per share of the
corresponding Fund at the end of the Valuation Period (plus the per share amount
of any dividends or capital gains distributed by that Fund if the ex-dividend
date occurs in the Valuation Period then ended) divided by the net asset value
per share of the corresponding Fund at the beginning of the Valuation Period.
You should refer to the Trust Prospectus which accompanies this Prospectus for a
description of how the assets of each Fund are valued since each determination
has a direct bearing on the Accumulation Unit value of the Sub-Account and

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therefore the value of a Contract. The Accumulation Unit value is affected by
the performance of the underlying Fund(s), expenses and deduction of the charges
described in this Prospectus.

The shares of the Fund are valued at net asset value on each Valuation Day. A
description of the valuation methods used in valuing Fund shares may be found in
the accompanying Prospectus of the Trust.

VALUE OF THE FIXED ACCOUNT

HL will determine the value of the Fixed Account by crediting interest to
amounts allocated to the Fixed Account. The minimum Fixed Account interest rate
is 3%, compounded annually. HL may credit a lower minimum interest rate
according to state law. HL also may credit interest at rates greater than the
minimum Fixed Account interest rate.

VALUE OF THE CONTRACT

The value of the Sub-Account investments under your Contract at any time prior
to the commencement of Annuity payments can be determined by multiplying the
total number of Accumulation Units credited to your Contract in each Sub-Account
by the then current Accumulation Unit values for the applicable Sub-Account.
The value of the Fixed Account under your Contract will be the amount allocated
to the Fixed Account plus interest credited. You will be advised at least semi-
annually of the number of Accumulation Units credited to each Sub-Account, the
current Accumulation Unit values, the Fixed Account Value, and the total value
of your Contract.

TRANSFERS AMONG SUB-ACCOUNTS

You may transfer the values of your Sub-Account allocations from one or more
Sub-Accounts to another free of charge. Transfers by telephone may be made by
calling (800) 521-0538. Telephone transfers may not be permitted by some states
for their residents who purchase variable annuities. However, HL reserves the
right to limit the number of transfers to twelve (12) per Contract Year, with no
two (2) transfers occurring on consecutive Valuation Days.

HL may permit the Contract Owner to preauthorize transfers among Sub-Accounts
and between the Sub-Accounts and the Fixed Account under certain circumstances.
The policy of HL and its agents and affiliates is that they will not be
responsible for losses resulting from acting upon telephone requests reasonably
believed to be genuine. HL will employ reasonable procedures to confirm that
instructions communicated by telephone are genuine; otherwise, HL may be liable
for any losses due to unauthorized or fraudulent instructions. The procedures
HL follows for transactions initiated by telephone include requirements that
callers on behalf of a Contract Owner identify themselves and the Contract Owner
by name and social security number. All transfer instructions by telephone are
tape recorded.

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The right to reallocate Contract Values between the Sub-Accounts is subject to
modification if HL determines, in its sole discretion, that the exercise of that
right by one or more Contract Owners is, or would be, to the disadvantage of
other Contract Owners. Any modification could be applied to transfers to or
from some or all of the Sub-Accounts and could include, but not be limited to,
the requirement of a minimum time period between each transfer, not accepting
transfer requests of an agent acting under a power of attorney on behalf of more
than one Contract Owner, or limiting the dollar amount that may be transferred
between the Sub-Accounts and the Fixed Account by a Contract Owner at any one
time. Such restrictions may be applied in any manner reasonably designed to
prevent any use of the transfer right which is considered by HL to be to the
disadvantage of other Contract Owners.

Transfers between the Sub-Accounts may be made both before and after Annuity
payments commence (limited to once a quarter) provided that the minimum
allocation to any Sub-Account may not be less than $500. No minimum balance is
presently required in any Sub-Account.

TRANSFERS BETWEEN THE FIXED ACCOUNT AND THE SUB-ACCOUNTS

Subject to the restrictions set forth above, transfers from the Fixed Account
into a Sub-Account may be made at any time during the Contract Year. The
maximum amount which may be transferred from the Fixed Account during any
Contract Year is the greater of 30% of the Fixed Account balance as of the last
Contract Anniversary or the greatest amount of any prior transfer from the Fixed
Account. If HL permits preauthorized transfers from the Fixed Account to the
Sub-Accounts, this restriction is inapplicable. However, if any interest rate
is renewed at a rate at least one percentage point less than the previous rate,
the Contract Owner may elect to transfer up to 100% of the funds receiving the
reduced rate within sixty days of notification of the interest rate decrease.
Generally, transfers may not be made from any Sub-Account into the Fixed Account
for the six-month period following any transfer from the Fixed Account into one
or more of the Sub-Accounts. HL reserves the right to defer transfers from the
Fixed Account for up to six months from the date of request.

REDEMPTION/SURRENDER OF A CONTRACT

At any time prior to the Annuity Commencement Date, you have the right, subject
to any IRS provisions applicable thereto, to surrender the value of the Contract
in whole or in part. Surrenders are not permitted after Annuity payments
commence EXCEPT that a full surrender is allowed when payments for a designated
period (Option 4 or 5) are selected as the Annuity option.

FULL SURRENDERS. At any time prior to the Annuity Commencement Date (and after
the Annuity Commencement Date with respect to values applied to Option 4), the
Contract Owner has the right to terminate the Contract. In such event, the
Termination Value of the Contract may be taken in the form of a lump sum cash
settlement. The Termination Value of the Contract is equal to the Contract

<PAGE>

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Value less any applicable Premium Taxes, the Contract Maintenance Fee, if
applicable, and any applicable contingent deferred sales charges. The
Termination Value may be more or less than the amount of the Premium Payments
made to a Contract.

PARTIAL SURRENDERS. The Contract Owner may make a partial surrender of Contract
Values at any time prior to the Annuity Commencement Date so long as the amount
surrendered is at least equal to the minimum amount rules then in effect.
Additionally, if the remaining Contract Value following a surrender is less than
$500 (and, for Texas Contracts, there were no Premium Payments made during the
preceding two Contract Years), HL may terminate the Contract and pay the
Termination Value.

During the Contract Year, on a non-cumulative basis, partial surrenders of
Contract Values of up to 10% of the aggregate Premium Payments made to the
Contract may be made without being subject to the contingent deferred sales
charge. Certain plans or programs may have different withdrawal privileges. HL
may permit the Contract Owner to preauthorize partial surrenders subject to
certain limitations then in effect.

THERE ARE CERTAIN RESTRICTIONS ON SECTION 403(B) TAX SHELTERED ANNUITIES. AS OF
DECEMBER 31, 1988, ALL SECTION 403(B) ANNUITIES HAVE LIMITS ON FULL AND PARTIAL
SURRENDERS. CONTRIBUTIONS TO THE CONTRACT MADE AFTER DECEMBER 31, 1988 AND ANY
INCREASES IN CASH VALUE AFTER DECEMBER 31, 1988 MAY NOT BE DISTRIBUTED UNLESS
THE CONTRACT OWNER/EMPLOYEE HAS A) ATTAINED AGE 59 1/2, B) TERMINATED
EMPLOYMENT, C) DIED, D) BECOME DISABLED OR E) EXPERIENCED FINANCIAL HARDSHIP.

DISTRIBUTIONS DUE TO FINANCIAL HARDSHIP OR SEPARATION FROM SERVICE MAY STILL BE
SUBJECT TO A PENALTY TAX OF 10%.

HL WILL NOT ASSUME ANY RESPONSIBILITY IN DETERMINING WHETHER A WITHDRAWAL IS
PERMISSIBLE, WITH OR WITHOUT TAX PENALTY, IN ANY PARTICULAR SITUATION; OR IN
MONITORING WITHDRAWAL REQUESTS REGARDING PRE OR POST JANUARY 1, 1989 ACCOUNT
VALUES.

ANY SUCH FULL OR PARTIAL SURRENDER DESCRIBED ABOVE MAY RESULT IN ADVERSE TAX
CONSEQUENCES TO THE CONTRACT OWNER. THE CONTRACT OWNER, THEREFORE, SHOULD
CONSULT WITH HIS TAX ADVISER BEFORE UNDERTAKING ANY SUCH SURRENDER. (SEE
"FEDERAL TAX CONSIDERATIONS" COMMENCING ON PAGE ____.)

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Payment on any request for a full or partial surrender from the Sub-Accounts
and/or the Fixed Account will be made as soon as possible and in any event no
later than seven days after the written request is received by HL at its Home
Office, Attn: Individual Annuity Operations, P.O. Box 5085, Hartford, CT
06102-5085. HL may defer payment of any amounts from the Fixed Account for up
to six months from the date of the request for surrender. If HL defers payment
for more than 30 days, HL will pay interest of at least 3% per annum on the
amount deferred. In requesting a partial withdrawal you should specify the
Fixed Account and/or the Sub-Account(s) from which the partial withdrawal is to
be taken. Otherwise, such withdrawal and any applicable contingent deferred
sales charges will be effected on a pro rata basis according to the value in the
Fixed Account and each Sub-Account under a Contract. Within this context, the
contingent deferred sales charges are taken from the Premium Payments in the
order in which they were received: from the earliest Premium Payments to the
latest Premium Payments. (See "Contingent Deferred Sales Charges," page ____.)

DEATH BENEFIT

The Contracts provide that in the event the Annuitant dies before the Annuity
Commencement Date, the Contingent Annuitant will become the Annuitant. If the
Annuitant dies before the Annuity Commencement Date and either (a) there is no
designated Contingent Annuitant, (b) the Contingent Annuitant predeceases the
Annuitant, or (c) if any Contract Owner dies before the Annuity Commencement
Date, the Beneficiary, as determined under the Contract Control Provisions, will
receive Minimum Death Benefit as determined on the date of receipt of due proof
of death by HL in its Home Office. With regard to Joint Contract Owners, at the
first death of a joint Contract Owner prior to the Annuity Commencement Date,
the Beneficiary will be the surviving Contract Owner notwithstanding that the
beneficiary designation may be different. If the deceased, the Annuitant or
Contract Owner, as applicable, had attained age 85, then the Death Benefit will
equal the Contract Value. If, upon death prior to the Annuity Commencement Date
of the Annuitant or Contract Owner, as applicable, had not attained his 85th
birthday, the Beneficiary will receive the greatest of (a) the Contract Value
determined as of the day written proof of death of such person is received by
HL, or (b) 100% of the total Premium Payments made to such Contract, reduced by
any prior surrenders, or (c) the Contract Value on the Specified Contract
Anniversary immediately preceding the date of death, increased by the dollar
amount of any Premium Payments made and reduced by the dollar amount of any
partial surrenders since the immediately preceding Specified Contract
Anniversary in all states except North Carolina where the Beneficiary will
receive the greater of the Contract Value or the Premium Payments as set forth
in (a) and (b) above.

Death Benefit proceeds will remain invested in the Separate Account in
accordance with the allocation instructions given by the Certificate Owner until
the proceeds are paid or HL receives new instructions from the Beneficiary. The
death benefit may be taken in one sum, to be paid within 7 days after the date
Due Proof of Death is received, or under any of the settlement options then
being offered by the Company provided, however, that: (a) in the event of the
death of any Contract Owner prior to the Annuity Commencement Date, the entire

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interest in the Contract will be distributed within 5 years after the death of
the Contract Owner and (b) in the event of the death of any Contract Owner or
Annuitant which occurs on or after the Annuity Commencement Date, any remaining
interest in the Contract will be paid at least as rapidly as under the method of
distribution in effect at the time of death, or, if the benefit is payable over
a period not extending beyond the life expectancy of the Beneficiary or over the
life of the Beneficiary, such distribution must commence within one year of the
date of death. Notwithstanding the foregoing, in the event of the Contract
Owner's death where the sole Beneficiary is the spouse of the Contract Owner and
the Annuitant or Contingent Annuitant is living, such spouse may elect, in lieu
of receiving the death benefit, to be treated as the Contract Owner. The
proceeds due on the death may be applied to provide variable payments, fixed
payments, or a combination of variable and fixed payments.

If the Contract is owned by a corporation or other non-individual, the Death
Benefit payable upon the death of the Annuitant prior to the Annuity
Commencement Date will be payable only as one sum or under the same settlement
options and in the same manner as if an individual Contract Owner died on the
date of the Annuitant's death.

There may be postponement in the payment of death benefits whenever (a) the New
York Stock Exchange is closed, except for holidays or weekends or trading on the
New York Stock Exchange is restricted as determined by the Commission; (b) the
Commission permits postponement and so orders; or (c) the Commission determines
that an emergency exists making valuation or disposal of securities not
reasonably practicable.

For a discussion of the manner in which Annuity payments are determined and may
vary from month to month see "Determination of Payment Amount," page ____.

CHARGES UNDER THE CONTRACT

CONTINGENT DEFERRED SALES CHARGES

There is no deduction for sales expenses from Premium Payments when made.
However, a contingent deferred sales charge may be assessed against Contract
Values when they are surrendered.

The length of time from receipt of a Premium Payment to the time of surrender
determines the contingent deferred sales charge. For this purpose, Premium
Payments will be deemed to be surrendered in the order in which they are
received and all surrenders will be first from Premium Payments and then from
other Contract Values. The charge is a percentage of the amount withdrawn, not
to exceed the aggregate amount of the Premium Payments made, and equals:

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Length of Time
Charge from Premium Payment
------ --------------------
(Number of Years)

7% 1
6% 2
5% 3
4% 4
3% 5
2% 6
1% 7
0% 8 or more

No contingent deferred sales charge will be assessed on a distribution due to
the death of the Annuitant or Contract Owner, or if Contract Values are applied
to an Annuity option provided for under the Contract (except that a surrender
out of Option 4 will be subject to a contingent deferred sales charge if
applicable) or upon the exercise of the withdrawal privilege.

In the case of a redemption in which you request a certain dollar amount be
withdrawn, the sales charge is deducted from the amount withdrawn and the
balance is paid to you. Example: You request a total withdrawal of $1,000 and
the applicable sales load is 5%. Your Sub-Account(s) and/or the Fixed Account
will be reduced by $1,000 and you will receive $950 (i.e., the $1,000 total
withdrawal less the 5% sales charge). This is also the method applicable on a
full surrender of your Contract. In the case of a partial redemption in which
you request to receive a specified amount, the sales charge will be calculated
on the total amount that must be withdrawn from your Sub-Account(s) and/or the
Fixed Account in order to provide you with the amount requested. Example: You
request to receive $1,000 and the applicable sales charge is 5%. Your
Sub-Account(s) and/or the Fixed Account will be reduced by $1,052.63 (i.e., a
total withdrawal of $1,052.63 which results in a $52.63 sales charge ($1,052.63
x 5%) and a net amount paid to you of $1,000 as requested). This example does
not take into account the Free Withdrawal Privilege described below.

The contingent deferred sales charges are used to cover expenses relating to the
sale and distribution of the Contracts, including commissions paid to any
distribution organization and its sales personnel, the cost of preparing sales
literature and other promotional activities. It is anticipated that gross
commissions paid on the sale of the Contracts will not exceed 5.5% of all
Premium Payments. To the extent that these charges do not cover such
distribution expenses, the expenses will be borne by HL from its general assets,
including surplus. The surplus might include profits resulting from unused
mortality and expense risk charges.

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The contingent deferred sales charges which cover expenses relating to the sale
and distribution of the Contracts may be reduced for certain sales of the
Contracts under circumstances which may result in savings of such sales and
distribution expenses. Therefore, the contingent deferred sales charges may be
reduced if the Contracts are sold to certain employee and professional groups.
In addition, there may be other circumstances of which HL is not presently aware
which could result in reduced sales or distribution expenses. Reductions in
these charges will not be unfairly discriminatory against any Contract Owner.

HL may offer certain employer sponsored savings plans, in its discretion reduced
fees and charges including, but not limited to, the contingent deferred sales
charges, the mortality and expense risk charge and the maintenance fee for
certain sales under circumstances which may result in savings of certain costs
and expenses. Reductions in these fees and charges will not be unfairly
discriminatory against any Contract Owner.

FREE WITHDRAWAL PRIVILEGE. During any Contract Year (on a non-cumulative
basis), a Contract Owner may make a partial surrender of Contract Values of up
to 10% of the aggregate Premium Payments made to the Contract (as determined on
the date of the requested withdrawal) without the application of the contingent
deferred sales charge described above. Certain plans or programs may have
different withdrawal privileges. Any such withdrawal will be deemed to be from
Contract Values other than Premium Payments. From time to time, HL may permit
the Contract Owner to preauthorize partial surrenders subject to certain
limitations then in effect. Additional surrenders or any surrender of the
Contract Values in excess of such amount in any Contract Year during the period
when contingent deferred sales charges are applicable will be subject to the
appropriate charge as set forth above.

MORTALITY AND EXPENSE RISK CHARGE

Although Variable Annuity payments made under the Contracts will vary in
accordance with the investment performance of the underlying Fund shares held in
the Sub-Account(s), the payments will not be affected by (a) HL's actual
mortality experience among Annuitants before or after the Annuity Commencement
Date or (b) HL's actual expenses, if greater than the deductions provided for in
the Contracts because of the expense and mortality undertakings by HL.

For assuming these risks under the Contracts, HL will make a daily charge at the
rate of 1.25% per annum against all Contract Values held in the Sub-Accounts
during the life of the Contract, including the payout period, (estimated at .90%
for mortality and .35% for expense).

The mortality undertaking provided by HL under the Contracts, assuming the
selection of one of the forms of life Annuities, is to make monthly Annuity
payments (determined in accordance with the 1983a Individual Annuity Mortality
Table and other provisions contained in the Contract) to Annuitants regardless

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of how long an Annuitant may live, and regardless of how long all Annuitants as
a group may live. HL also assumes the liability for payment of a minimum death
benefit under the Contract.

The mortality undertakings are based on HL's determination of expected mortality
rates among all Annuitants. If actual experience among Annuitants during the
Annuity payment period deviates from HL's actuarial determination of expected
mortality rates among Annuitants because, as a group, their longevity is longer
than anticipated, HL must provide amounts from its general funds to fulfill its
Contract obligations. In that event, a loss will fall on HL. Also, in the
event of the death of an Annuitant or Contract Owner prior to age 85 and before
the commencement of Annuity payments, whichever is earlier, HL can, in periods
of declining value, experience a loss resulting from the assumption of the
mortality risk relative to the minimum death benefit.

In providing an expense undertaking, HL assumes the risk that the contingent
deferred sales charges and the Administration and Maintenance Fees for
maintaining the Contracts prior to the Annuity Commencement Date may be
insufficient to cover the actual cost of providing such items.

ADMINISTRATION AND MAINTENANCE FEES

HL will deduct certain fees from Contract Values to reimburse it for expenses
relating to the administration and maintenance of the Contract and the Fixed
Account. For Contract maintenance, HL will deduct an annual fee of $25 on each
Contract Anniversary on or before the Annuity Commencement Date. The deduction
will be made pro rata according to the value in each Sub-Account and the Fixed
Account under a Contract. If during a Contract Year the Contract is surrendered
for its full value, HL will deduct the Contract Maintenance Fee at the time of
such surrender. For administration, HL makes 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.

The types of expenses incurred by the Separate Account include, but are not
limited to, expenses of issuing the Contract and expenses for confirmations,
Contract quarterly statements, processing of transfers and surrenders,
responding to Contract Owner inquiries, reconciling and depositing cash
receipts, calculation and monitoring daily Sub-Account unit values, Separate
Account reporting, including semiannual and annual reports and mailing and
tabulation of shareholder proxy solicitations.

You should refer to the Trust Prospectus for a description of deductions and
expenses paid out of the assets of the Trust's Portfolios.

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PREMIUM TAXES

A deduction is also made for Premium Tax, if applicable, imposed by a state or
other governmental entity. Certain states impose a Premium Tax, currently
ranging up to 3.5%. Some states assess the tax at the time purchase payments
are made; others assess the tax at the time of annuitization. HL will pay
Premium Taxes at the time imposed under applicable law. At its sole discretion,
HL may deduct Premium Taxes at the time HL pays such taxes to the applicable
taxing authorities, at the time the Contract is surrendered, or at the time the
Contract annuitizes.

ANNUITY BENEFITS

You select an Annuity Commencement Date and an Annuity option which may be on a
fixed or variable basis, or a combination thereof. The Annuity Commencement
Date will not be deferred beyond the Annuitant's 90th birthday except for
certain states where deferral past age 85 is not permitted. The Annuity
Commencement Date and/or the Annuity option may be changed from time to time,
but any change must be at least 30 days prior to the date on which Annuity
payments are scheduled to begin. The Contract allows the Contract Owner to
change the Sub-Accounts on which variable payments are based after payments have
commenced once every three (3) months. Any Fixed Annuity allocation may not be
changed.

ANNUITY OPTIONS

The Contract contains the five optional Annuity forms described below. Options
2, 4 and 5 are available to Qualified Contracts only if the guaranteed payment
period is less than the life expectancy of the Annuitant at the time the option
becomes effective. Such life expectancy shall be computed on the basis of the
mortality table prescribed by the IRS, or if none is prescribed, the mortality
table then in use by the HL. With respect to Non-Qualified Contracts, if you do
not elect otherwise, payments in most states will automatically begin at the
Annuitant's age 90 (with the exception of states that do not allow deferral past
age 85) under Option 2 with 120 monthly payments certain. For Qualified
Contracts and Contracts issued in Texas, if you do not elect otherwise, payments
will begin automatically at the Annuitant's age 90 under Option 1 to provide a
life Annuity.

Under any of the Annuity options excluding Options 4 and 5, no surrenders are
permitted after Annuity payments commence. Only full surrenders are allowed out
of Option 4 and any such surrender will be subject to contingent deferred sales
charges, if applicable. Full or partial withdrawals may be made from Option 5
at any time and contingent deferred sales charges will not be applied.

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Option 1: Life Annuity

A life Annuity is an Annuity payable during the lifetime of the Annuitant and
terminating with the last payment preceding the death of the Annuitant. This
options offers the largest payment amount of any of the life Annuity options
since there is no guarantee of a minimum number of payments nor a provision for
a death benefit payable to a Beneficiary.

It would be possible under this option for an Annuitant to receive only one
Annuity payment if he died prior to the due date of the second Annuity payment,
two if he died before the date of the third Annuity payment, etc.

Option 2: Life Annuity with 120, 180 or 240 Monthly Payments Certain

This Annuity option is an Annuity payable monthly during the lifetime of an
Annuitant with the provision that payments will be made for a minimum of 120,
180 or 240 months, as elected. If, at the death of the Annuitant, payments have
been made for less than the minimum elected number of months, then the present
value as of the date of the Annuitant's death, of any remaining guaranteed
payments will be paid in one sum to the Beneficiary or Beneficiaries designated
unless other provisions have been made and approved by HL.

Option 3: Joint and Last Survivor Annuity

An Annuity payable monthly during the joint lifetime of the Annuitant and a
designated second person, and thereafter during the remaining lifetime of the
survivor, ceasing with the last payment prior to the death of the survivor.
Based on the options currently offered by HL, the Annuitant may elect that the
payment to the survivor be less than the payment made during the joint lifetime
of the Annuitant and a designated second person.

It would be possible under this option for an Annuitant and designated second
person to receive only one payment in the event of the common or simultaneous
death of the parties prior to the due date for the second payment and so on.

Option 4: Payments for a Designated Period

An amount payable monthly for the number of years selected which may be from 5
to 30 years. Under this option, you may, at any time, surrender the Contract
and receive, within seven days, the Termination Value of the Contract as
determined by HL.

In the event of the Annuitant's death prior to the end of the designated period,
the present value as of the date of the Annuitant's death, of any remaining
guaranteed payments will be paid in one sum to the Beneficiary or Beneficiaries
designated unless other provisions have been made and approved by HL.

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Option 4 is an option that does not involve life contingencies and thus no
mortality guarantee. Charges made for the mortality undertaking under the
Contracts thus provide no real benefit to a Contract Owner.

Option 5: Death Benefit Remaining with HL

Proceeds from the Death Benefit may be left with HL for a period not to exceed
five years from the date of the Contract Owner's death prior to the Annuity
Commencement Date. These proceeds will remain in the Sub-Account(s) to which
they were allocated at the time of death unless the Beneficiary elects to
reallocate them. Full or partial withdrawals may be made at any time. In the
event of withdrawals, the remaining value will equal the Contract Value of the
proceeds left with HL, minus any withdrawals.

HL may offer other annuity options from time to time.

THE ANNUITY UNIT AND VALUATION

The value of the Annuity Unit for each Sub-Account in the Separate Account for
any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor (See "Valuation of Accumulation Units,"
commencing on page ____) for the day for which the Annuity Unit value is being
calculated and (2) a factor to neutralize the assumed investment rate of 4.00%
per annum discussed below.

DETERMINATION OF PAYMENT AMOUNT

When Annuity payments are to commence, the value of the Contract is determined
as the sum of the value of the Fixed Account no earlier than the close of
business on the fifth Valuation Day preceding the date the first Annuity payment
is due plus the product of the value of the Accumulation Unit of each
Sub-Account on that same day, and the number of Accumulation Units credited to
each Sub-Account as of the date the Annuity is to commence.

The total first monthly Variable Annuity payment is determined by multiplying
the value (expressed in thousands of dollars) of a Sub-Account (less any
applicable Premium Taxes) by the amount of the first monthly payment per $1,000
of value obtained from the tables in the Contracts.

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Fixed Annuity payments are determined at annuitization by multiplying the values
allocated to the Fixed Account (less applicable Premium Taxes) by a rate to be
determined by HL which is no less than the rate specified in the Annuity tables
in the Contract. The Annuity payment will remain level for the duration of the
Annuity.

The amount of the first monthly Variable Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account no earlier than the close of business on the fifth Valuation Day
preceding the day on which the payment is due in order to determine the number
of Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the Annuity payment period, and in each subsequent month
the dollar amount of the Variable Annuity payment is determined by multiplying
this fixed number of Annuity Units by the then current Annuity Unit value.

THE A.I.R. ASSUMED IN THE MORTALITY TABLES WOULD PRODUCE LEVEL VARIABLE ANNUITY
PAYMENTS IF THE INVESTMENT RATE REMAINED CONSTANT. IN FACT, PAYMENTS WILL VARY
UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.

The Annuity Unit value used in calculating the amount of the Variable Annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day no earlier than the fifth Valuation Day preceding the date of
the Annuity payment.

FEDERAL TAX CONSIDERATIONS

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

A. GENERAL

SINCE THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT OWNER INVOLVED AND THE TYPE OF PLAN
UNDER WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY
A PERSON, TRUSTEE OR OTHER ENTITY CONTEMPLATING THE PURCHASE OF A CONTRACT
DESCRIBED HEREIN.

It should be understood that any detailed description of the Federal income
tax consequences regarding the purchase of these Contracts cannot be made in
this Prospectus and that special tax rules may be applicable with respect to
certain purchase situations not discussed herein. In addition, no attempt is
made here to consider any applicable state or other tax laws. For detailed
information, a qualified tax adviser should always be consulted. The
discussion here and in Appendix II, commencing on page ____, is based on HL's
understanding of current Federal income tax laws as they are currently
interpreted.

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B. TAXATION OF HL AND THE SEPARATE ACCOUNT

The Separate Account is taxed as part of HL which is taxed as a life
insurance company in accordance with the Internal Revenue Code (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" commencing
on page ___). As a result, such investment income and realized capital gains
are automatically applied to increase reserves under the Contract.

No taxes are due on interest, dividends and short-term or long-term capital
gains earned by the Separate Account with respect to Qualified or Non-
Qualified Contracts.

C. TAXATION OF ANNUITIES -- GENERAL PROVISIONS AFFECTING PURCHASERS OTHER
THAN QUALIFIED PLANS

Section 72 of the Internal Revenue Code governs the taxation of annuities in
general.

1. NON-NATURAL PERSONS, CORPORATIONS, ETC. Section 72 contains provisions
for Contract Owners which are non-natural persons. Non-natural persons
include corporations, trusts, and partnerships. The annual net increase
in the value of the Contract is currently includable 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 is an exception from current
inclusion for certain annuities held by structured settlement companies,
certain annuities held by an employer with respect to a terminated
Qualified 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 not an individual, the primary Annuitant shall
be treated as the Contract Owner for purposes of making distributions
which are required to be made upon the death of the Contract Owner. If
there is a change in the primary Annuitant, such change shall be treated
as the death of the Contract Owner.

2. OTHER CONTRACT OWNERS (NATURAL PERSONS). A Contract Owner is not taxed
on increases in the value of the Contract until an amount is received or
deemed received, e.g., in the form of a lump sum payment (full or
partial value of a Contract) or as Annuity payments under the settlement
option elected.

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The provisions of Section 72 of the Code concerning distributions are
summarized briefly below. Also summarized are special rules affecting
distributions from Contracts obtained in a tax-free exchange for other
annuity contracts or life insurance contracts which were purchased prior to
August 14, 1982.

a. DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.

i. Total premium payments less prior withdrawals which were not
includable in gross income equal the "investment in the contract"
under Section 72 of the Code.

ii. When the value of the Contract (ignoring any surrender charges)
exceeds the "investment in the contract," any amount surrendered
which is less than or equal to the difference between such value
of the Contract and the "investment in the contract" will be
included in gross income.

iii. When such value of the Contract is less than or equal to the
"investment in the contract," any amount surrendered which is
less than or equal to the "investment in the contract" shall be
treated as a return of "investment in the contract" and will not
be included in gross income.

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 surrendered which will be covered
by the provisions in subparagraph ii. or iii. above.

v. In general, the transfer of the Contract, without full and
adequate consideration, will be treated as an amount surrendered
which will be covered by the provisions in subparagraph ii. or
iii. above. 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
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.

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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. Certain distributions, such as surrenders made after the Annuity
Commencement Date, are not treated as annuity payments, and shall
be included in gross income.

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. HL
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 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. PENALTY -- 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 penalty 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 Contract Holder
or where the Contract Holder is not an individual, the death of
the primary Annuitant.

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

4. A distribution that is part of a scheduled series of
substantially equal periodic payments for the life (or life
expectancy) of the recipient (or the joint lives or life
expectancies of the recipient and the recipient's Beneficiary).

5. Distributions of amounts which are allocable to "investments in
the contract" made prior to August 14, 1982.

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 surrendered prior to the Annuity Commencement Date which
does not exceed the portion of the "investment in the contract"
(generally premiums paid into the prior Contract, less amounts deemed
received) prior to August 14, 1982, shall not be included in gross
income. In all other respects, the general provisions apply to
distributions from such Contracts.

f. REQUIRED DISTRIBUTIONS IN THE EVENT OF CONTRACT OWNER'S DEATH.

i. If any Contract Owner dies before the Annuity Commencement Date,
the entire interest must be distributed within five years of the
date of death; however, a portion or all of such interest may be
payable to a designated Beneficiary over the life of such
Beneficiary or for a period not extending beyond the life
expectancy of such Beneficiary with payments starting within one
year of the date of death.

ii. If any Contract Owner or Annuitant dies on or after the Annuity
Commencement Date and before the entire interest in the Contract
has been distributed, any remaining portion of such interest must
be distributed at least as rapidly as under the method of
distribution in effect at the time of death.

iii. If a spouse is designated as a Beneficiary at the time of the
Contract Owner's death and there is a surviving Annuitant or
Contingent Annuitant, then such spouse will be treated as the
Contract Owner under subparagraph i. and ii. above.

iv. If the Contract Owner is not an individual, the primary Annuitant
shall be treated as the Contract Owner under subparagraphs i. and
ii. above. If there is a change in the primary Annuitant, such
change shall be treated as the death of the Contract Owner.

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3. DIVERSIFICATION REQUIREMENTS.

Section 817 of the Code provides that a variable annuity contract (other
than certain contracts held in connection with a tax-qualified retirement
arrangement) 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 in accordance with regulations
prescribed by the Treasury. If a Contract is not treated as an annuity
contract, the Contract Owner will be subject to income tax on the annual
increases in cash value. The Treasury has issued diversification
regulations which, among other things, require that no more than 55% of the
assets of a mutual fund (such as the HL mutual funds) underlying a variable
annuity contract, be invested in any one investment. In determining
whether the diversification standards are met, each United States
Government Agency or instrumentality shall be treated as a separate issuer.

D. FEDERAL INCOME TAX WITHHOLDING

The portion of a distribution which is taxable income to the recipient will
be subject to Federal income tax withholding, pursuant to Section 3405 of the
Internal Revenue Code. The application of this provision is summarized
below:

1. Non-Periodic Distributions

The portion of a non-periodic distribution which constitutes taxable income
will be subject to Federal income tax withholding unless the recipient
elects not to have taxes withheld. If an election not to have taxes
withheld is not provided, 10% of the taxable distribution will be withheld
as Federal income tax. Election forms will be provided at the time
distributions are requested. If the necessary election forms are not
submitted to HL, HL will automatically withhold 10% of the taxable
distribution.

2. Periodic Distributions (distributions payable over a period greater
than one year)

The portion of a periodic distribution which constitutes taxable income
will be subject to Federal income tax withholding as if the recipient were
married claiming three exemptions. A recipient may elect not to have
income taxes withheld or have income taxes withheld at a different rate by
providing a completed election form. Election forms will be provided at
the time distributions are requested.

E. GENERAL PROVISIONS AFFECTING TAX QUALIFIED PLANS

The Contract may be used for a number of qualified plans. If the Contract is
being purchased with respect to some form of Qualified Plan, please refer to
Appendix III commencing on page ____ 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.

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GENERAL MATTERS

ASSIGNMENT

Ownership of a Contract described herein is generally assignable. However, if
the Contracts are issued pursuant to some form of Qualified Plan, it is possible
that the ownership of the Contracts may not be transferred or assigned depending
on the type of qualified retirement plan involved. An assignment of a
Non-Qualified Contract may subject the assignment proceeds to income taxes and
certain penalty taxes. (See "Taxation of Annuities in General - Non-Tax
Qualified Purchasers," page ____.)

MODIFICATION

HL reserves the right to modify the Contract, but only if such modification: (i)
is necessary to make the Contract or the Separate Account comply with any law or
regulation issued by a governmental agency to which HL is subject; or (ii) is
necessary to assure continued qualification of the Contract under the Code or
other federal or state laws relating to retirement annuities or annuity
Contracts; or (iii) is necessary to reflect a change in the operation of the
Separate Account or the Sub-Account(s) or (iv) provides additional Separate
Account options or (v) withdraws Separate Account options. In the event of any
such modification HL will provide notice to the Contract Owner or to the
payee(s) during the Annuity period. HL may also make appropriate endorsement in
the Contract to reflect such modification.

DELAY OF PAYMENTS

There may be postponement of a surrender payment or death benefit whenever (a)
the New York Stock Exchange is closed, except for holidays or weekends, or
trading on the New York Stock Exchange is restricted as determined by the
Commission; (b) the Commission permits postponement and so orders; or (c) the
Commission determines that an emergency exists making valuation or disposal of
securities not reasonably practicable.

VOTING RIGHTS

HL is the legal owner of all Fund shares held in the Separate Account. As the
owner, HL has the right to vote at the Funds' shareholder meetings. However, to
the extent required by federal securities laws or regulations, HL will:

1. Vote all Fund shares attributable to a Contract according to instructions
received from Contract Owner, and

2. Vote shares attributable to a Contract for which no voting instructions are
received in the same proportion as shares for which instructions are
received.

If any federal securities laws or regulations, or their present interpretation
change to permit HL to vote Fund shares in its own right, HL may elect to do so.
HL will notify you of any Fund shareholders' meeting if the shares held for your

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account may be voted at such meetings. HL will also send proxy materials and a
form of instruction by means of which you can instruct HL with respect to the
voting of the Fund shares held for your account.

In connection with the voting of Fund shares held by it, HL will arrange for the
handling and tallying of voting instructions received from Contract Owners. HL
as such, shall have no right, except as hereinafter provided, to vote any Fund
shares held by it hereunder which may be registered in its name or the names of
its nominees. HL will, however, vote the Fund shares held by it in accordance
with the instructions received from the Contract Owners for whose accounts the
Fund shares are held. If a Contract Owner desires to attend any meeting at
which shares held for the Contract Owner's benefit may be voted, the Contract
Owner may request HL to furnish a proxy or otherwise arrange for the exercise of
voting rights with respect to the Fund shares held for such Contract Owner's
account. In the event that the Contract Owner gives no instructions or leaves
the manner of voting discretionary, HL will vote such shares of the appropriate
Fund in the same proportion as shares of that Fund for which instructions have
been received. During the Annuity period under a Contract the number of votes
will decrease as the assets held to Fund Annuity benefits decrease.

DISTRIBUTION OF THE CONTRACTS

Hartford Equity Sales Company, Inc. ("HESCO") currently serves as Principal
Underwriter for the securities issued with respect to the Separate Account.
Hartford Securities Distribution Company, Inc. ("HSD") will replace HESCO as
principal underwriter upon approval by the Commission, the National Association
of Securities Dealers, Inc. ("NASD") and applicable state regulatory
authorities.

Both HESCO and HSD are wholly-owned subsidiaries of Hartford Life Insurance
Company. The principal business address of HESCO and HSD is the same as
Hartford Life Insurance Company. The securities will be sold by salespersons of
HESCO, and subsequently HSD, who represent HL as insurance and Variable Annuity
agents and who are registered representatives or Broker-Dealers who have entered
into distribution agreements with HESCO, and subsequently HSD.

HESCO is registered with the Commission under the Securities Exchange Act of
1934 as a Broker-Dealer and is a member of the NASD. HSD will be registered
with the Commission under the Securities Exchange Act of 1934 as a Broker-Dealer
and will become a member of the NASD.

Commissions will be paid by HL and will not be more than 6% of Premium
Payments.

From time to time, HL may pay or permit other promotional incentives, in cash or
credit or other compensation.

OTHER CONTRACTS OFFERED

In addition to the Contracts described in this Prospectus, it is contemplated
that other forms of group or individual Variable Annuities may be sold providing
benefits which vary in accordance with the investment experience of the Separate
Account.

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CUSTODIAN OF SEPARATE ACCOUNT ASSETS

The assets of the Separate Account are held by HL under a safekeeping
arrangement.

LEGAL PROCEEDINGS

There are no legal proceedings to which the Separate Account is a party or to
which the assets of the Separate Account are subject. HL and Putnam Investment
are engaged in various matters of routine litigation which in their judgments
are not of material importance in relation to their respective total assets.

EXPERTS

The audited financial statements and schedules of HL and the Separate Account
included in the Statement of Additional Information have been audited by
Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance on the
authority of said firm as experts in accounting and auditing.

ADDITIONAL INFORMATION

Inquiries will be answered by calling your representative or by writing:

Hartford Life Insurance Company, Attn: Individual Annuity Operations
P.O. Box 5085, Hartford, CT 06102-5085, Telephone: (800) 862-6668

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APPENDIX I
(Putnam Capital Manager I)

The Contract provisions for Contracts issued from October 5, 1986 until
approximately September 1, 1988 are the same as the provisions detailed in this
Prospectus, except for the following:

1. PREMIUM PAYMENTS

The minimum initial Premium Payment is $5,000, except in New York, where the
minimum initial Premium Payment is $2,000 and the minimum subsequent Premium
Payment is $1,000.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:

Charge Length of Time from Premium Payment
------ -----------------------------------
(Number of Years)

5% 1
5% 2
4% 3
3% 4
2% 5
0% 6 or more

3. THE SPECIFIED CONTRACT

Anniversary for purposes of determining the Death Benefit is every fifth
Contract Anniversary, i.e., the 5th, 10th, 15th, etc. Contract Anniversary.

4. ANNUITY OPTIONS

The following option is available with respect to Qualified Contracts only if
the guaranteed period is less than the life expectancy of the Annuitant at the
time the option becomes effective. Such life expectancy shall be computed on
the basis of the mortality table prescribed by the IRS, or if none is
prescribed, the mortality table then in use by HL.

Unit Refund Life Annuity (Variable Annuities Only)

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where (a) is the total amount applied under the option at the Annuity
Commencement Date divided by the Annuity Unit value at the Annuity Commencement
Date and (b) is the number of Annuity Units represented by each monthly Annuity
payment made times the number of Annuity payments made.

The amount of the additional payments will be determined by multiplying such
excess by the Annuity Unit value as of the date that proof of death is received
by HL.

5. ANNUITY PAYMENTS

When Annuity payments are to commence, the value of the Contract is determined
as the product of the value of the Accumulation Unit of each Sub-Account as of
the close of business on the fifth business day preceding the date the first
Annuity payment is due and the number of Accumulation Units credited to each
Sub-Account as of the date the Annuity is to commence.

The amount of the first monthly Annuity payment, determined as described above,
is divided by the value of an Annuity Unit for the appropriate Sub-Account as of
the close of business on the fifth business day preceding the day on which the
payment is due in order to determine the number of Annuity Units represented by
the first payment.

The Annuity payments will be made on the first day of each month following
selection. The Annuity Unit value used in calculating the amount of the Annuity
payments will be based on an Annuity Unit value determined as of the close of
business on a day not more than the fifth business day preceding the date of the
Annuity payment.

6. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFER

All reference to the Fixed Account, and certain restrictions as to transfers do
not apply except as to third party designees of the Contract Owner.

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APPENDIX II

(Putnam Capital Manager II)

The Contract provisions for Contracts issued between September 1, 1988 and May
1, 1990 and in certain states where the Contract described in this Prospectus
has not been approved are the same as the provisions detailed in this
Prospectus, except for the following:

1. PREMIUM PAYMENTS

There are no premium payments below $1,000 for initial payments and $500 for
subsequent payments.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:

Charge Length of Time from Premium Payment
------ -----------------------------------
(Number of Years)

6% 1
6% 2
6% 3
6% 4
5% 5
4% 6
0% 7 or more

3. WITHDRAWAL PRIVILEGES

The withdrawal privilege is limited to withdrawals of up to 10% per year of the
Premium Payments after the first Contract Year.

4. FIXED ACCOUNT

Transfers from the Fixed Account into a Sub-Account may be made only during the
60 day period immediately following the Contract Anniversary. The maximum
amount which may be transferred from the Fixed Account is the greater of 30% of
the Fixed Account balance at the time of transfer or the greatest amount of any
transfer from the Fixed Accounts. There is no renewal interest rate exception.

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5. DEATH BENEFIT

The Specified Contract Anniversary for determining the Death Benefit is every
sixth Contract Anniversary, except in North Carolina (i.e. the 6th, 12th, 18th,
etc. Contract Anniversaries).

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APPENDIX III

INFORMATION REGARDING TAX QUALIFIED PLANS

THE TAX REFORM ACT OF 1986 AND THE TECHNICAL AND MISCELLANEOUS REVENUE ACT OF
1988 HAVE MADE SUBSTANTIAL CHANGES TO QUALIFIED PLANS. YOU SHOULD CONSULT YOUR
TAX ADVISER TO FULLY ADDRESS ALL CHANGES OCCURRING AS A RESULT OF THE TAX REFORM
ACT AND THE TECHNICAL AND MISCELLANEOUS REVENUE ACT OF 1988 AND THEIR EFFECT ON
QUALIFIED PLANS.

A. Contributions

1. Pension, Profit-Sharing and Simplified Employee Pension Plans

Contributions to pension or profit-sharing plans (described in Section
401(a) and 401(k), if applicable, and exempt from taxation under Section
501(a) of the Code), and Simplified Employee Pension Plans (described in
Section 408(k)), which do not exceed certain limitations prescribed in the
Code are fully tax-deductible to the employer. Such contributions are not
currently taxable to the covered employees, and increases in the value of
Contracts purchased with such contributions are not subject to taxation
until received by the covered employees or their beneficiaries in the form
of Annuity payments or other distributions.

2. Tax-Deferred Annuity Plans for Public School Teachers and Employers
and Employees of Certain Tax-Exempt Organizations

Contributions to tax-deferred annuity plans (described in Section 403(a)
and 403(b) of the Code) by employers are not includable within the
employee's income to the extent those contributions do not exceed the
lesser of $9,500 or the exclusion allowance. Generally, the exclusion
allowance is equal to 20% of the employee's includable compensation for his
most recent full year of employment multiplied by the number of years of
his service, less the aggregate amount contributed by the employer for
Annuity Contracts which were not included within the gross income of the
employee for any prior taxable year. There are special provisions which
may allow an employee of an educational institution, a hospital or a home
health service agency to elect an overall limitation different from the
limitation described above.

3. Deferred Compensation Plans for Tax-Exempt Organizations and State and
Local Governments

Employees may contribute on a before tax basis to The Deferred Compensation
Plan of their employer in accordance with The employer's Plan and Section
457 of the Code. Section 457 places limitations on contributions to
Deferred Compensation Plans maintained by a State ("State" means a State,

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a political sub-division of a State, and an agency or instrumentality of
a State or political sub-division of a State) or other tax-exempt
organization. Generally, the limitation is 33 1/3% of includable
compensation (25% of gross compensation) or $7,500, whichever is less.
The plan may also provide for additional contributions during the
three taxable years ending before normal retirement age of a Participant
for a total of up to $15,000 per year for such three years.

An employee electing to participate in a plan should understand that his
rights and benefits are governed strictly by the terms of the plan, that he
is in fact a general creditor of the employer under the terms of the plan,
that the employer is legal owner of any Contract issued with respect to the
plan and that the employer as owner of the Contract(s) retains all voting
and redemption rights which may accrue to the Contract(s) issued with
respect to the plan. The participating employee should look to the terms
of his plan for any charges in regard to participating therein other than
those disclosed in this Prospectus.

Certain distributions are required to be made upon the death of a
Participant. These requirements are generally described in Section C.2.f.
of "Federal Tax Considerations" on page____.

4. Individual Retirement Annuities ("IRA's")

Individuals may contribute and deduct the lesser of $2,000 or 100 percent
of their compensation to an IRA. In the case of a spousal IRA, the maximum
deduction is the lesser of $2,250 or 100 percent of compensation. The
deduction for contributions is phased out between $40,000 and $50,000 of
adjusted gross income (AGI) for a married individual (and between $25,000
and $35,000 for single individuals) if either the individual or his or her
spouse is an active Participant in any Section 401(a), 403(a), 403(b) or
408(k) plan regardless of whether the individual's interest is vested.

To the extent deductible contributions are not allowed, individuals may
make designated non-deductible contributions to an IRA, subject to the
above limits.

IRAs generally may not invest in life insurance contracts. However, an
annuity that is used as an IRA may provide a death benefit that equals the
greater of the premiums paid and the annuity's cash value. The Contract
offers an enhanced Death Benefit that may exceed the greater of the
Contract Value and total Premium Payments less prior surrenders. For
Contracts issued in most states, HL has obtained approval from the Internal
Revenue Service to use the Contract as an IRA. For New Jersey, HL has
asked the Internal Revenue Service to approve use of the Contract as an
IRA, but there is no assurance that approval will be granted.

<PAGE>

-50-

B. Distributions

1. Pension and Profit Sharing Plans, Tax Sheltered Annuities, Individual
Retirement Annuities.

Annuity payments made under the Contracts are taxable under Section 72 of
the Code as ordinary income, in the year of receipt, to the extent that
they exceed the "excludable amount." The investment in the Contract is the
aggregate amount of the contributions made by or on behalf of an employee
which were included as a part of his taxable income and not deducted.
Thus, annual premiums deducted for an IRA are not included in the
investment in the Contract. The employee's investment in the Contract is
divided by the expected number of payments to be made under the Contract.
The amount so computed constitutes the "excludable amount," which is the
amount of each annuity payment considered a return of investment in each
year and, therefore, not taxable. Once the employee's investment in the
Contract is recouped, the full amount of each payment will be fully
taxable. If the employee dies prior to recouping his or her investment in
the Contract, a deduction is allowed for the last taxable year. The rules
for determining the excludable amount are contained in Section 72 of the
Code.

Generally, distributions or withdrawals prior to age 59 1/2 may be subject
to an additional income tax of 10% of the amount includable in income.
This additional tax does not apply to distributions made after the
employee's death, on account of disability and distributions in the form of
a life annuity and, except in the case of an IRA, certain distributions
after separation from service at or after age 55, and certain distributions
for eligible medical expenses. A life annuity is defined as a scheduled
series of substantially equal periodic payments for the life or life
expectancy of the Participant (or the joint lives or life expectancies of
the Participant and Beneficiary). The taxation of withdrawals and other
distributions varies depending on the type of distribution and the type of
plan from which the distribution is made. With respect to tax-deferred
annuity Contracts under Section 403(b) contributions to the Contract made
after December 31, 1988 and any increases in cash value, after that date
may not be distributed prior to attaining age 59 1/2, separation from
service, death or disability. Contributions (but not earnings) made after
December 31, 1988 may also be distributed by reason of financial hardship.

Generally, in order to avoid a penalty tax, annuity payments, periodic
payments or annual distributions MUST commence by April 1 of the calendar
year following the year in which the Participant attains age 70 1/2. The
entire interest of the Participant must be distributed beginning no later
than this required beginning date over a period which may not extend beyond
a maximum of the lives or life expectancies of the Participant and a
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. With respect to a section
403(b) plan, this account balance is based upon earnings and contributions

<PAGE>

-51-

after December 31, 1986. In addition, minimum distribution incidental
benefit rules may require a larger annual distribution based upon dividing
the entire account balance as of the close of business on the last day of
the previous calendar year by a factor promulgated by the Internal Revenue
Service which ranges from 26.2 (at age 70) to 1.8 (at age 115). Special
rules apply to require that distributions be made to Beneficiaries after
the death of the Participant. A penalty tax of up to 50% of the amount
which should be distributed may be imposed by the Internal Revenue Service
for failure to make such distribution.

2. Deferred Compensation Plans for Tax-Exempt Organizations and State and
Local Governments

Generally, in order to avoid a penalty tax, annuity payments, periodic
payments or annual distributions must commence by April 1 of the calendar
year following the year in which the Participant attains age 701/2. Minimum
distributions under a Section 457 Deferred Compensation Plan may be further
deferred if the Participant remains employed. The entire interest of the
Participant must be distributed beginning no later than this required
beginning date over a period which may not extend beyond a maximum of the
life expectancy of the Participant and a 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 based upon dividing the account balance by a
factor promulgated by the Internal Revenue Service which ranges from 26.2
(at age 70) to 1.8 (at age 115). Special rules apply to require that
distributions be made to Beneficiaries after the death of the Participant.
A penalty tax of up to 50% of the amount which should be distributed may be
imposed by the Internal Revenue Service for failure to make a distribution.

Upon receipt of any monies pursuant to the terms of a Deferred Compensation
Plans for a tax-exempt organization, state or local government under
Section 457 of the Code, such monies are taxable to such employee as
ordinary income in the year in which received.

C. Federal Income Tax Withholding

The portion of a distribution which is taxable income to the recipient will be
subject to Federal income tax withholding, pursuant to Section 3405 of the
Internal Revenue Code. The application of this provision is summarized below:

1. Eligible Rollover Distributions

a. The Unemployment Compensation Amendments Act of 1992 requires
that federal income taxes be withheld from certain distributions from
tax-qualified retirement plans and from tax-sheltered annuities under

<PAGE>

-52-

Section 403(b). These provisions DO NOT APPLY to distributions from
individual retirement annuities under section 408(b) or from deferred
compensation programs under section 457.

b. If any portion of a distribution is an "eligible rollover
distribution", the law requires that 20% of that amount be withheld.
This amount is sent to the IRS as withheld income taxes. The
following types of payments DO NOT constitute an eligible rollover
distribution (and, therefore, the mandatory withholding rules will not
apply):

- the non-taxable portion of the distribution;
- distributions which are part of a series of equal (or
substantially equal) payments made at least annually for your
lifetime (or your life expectancy), or your lifetime and your
Beneficiary's lifetime (or life expectancies), or for a period of
ten years or more.
- required minimum distributions made pursuant to section 401(a)(9)
of the IRC.

c. However, these mandatory withholding requirements do not apply in
the event that all or a portion of any eligible rollover distribution
is paid in a "direct rollover". A direct rollover is the direct
payment of an eligible rollover distribution or portion thereof to an
individual retirement arrangement or annuity (IRA) or to another
qualified employer plan. IF A DIRECT ROLLOVER IS ELECTED, NO INCOME
TAX WILL BE WITHHELD.

d. If any portion of a distribution is not an eligible rollover
distribution but is taxable, the mandatory withholding rules described
above do not apply. In this case, the voluntary withholding rules
described below apply.

2. Non-Eligible Rollover Distributions

a. Non-Periodic Distributions

The portion of a non-periodic distribution which constitutes taxable
income will be subject to Federal income tax withholding unless the
recipient elects not to have taxes withheld. If an election not to
have taxes withheld is not provided, 10% of the taxable distribution
will be withheld as Federal income tax. Election forms will be
provided at the time distributions are requested.

b. Periodic Distributions (distributions payable over a period
greater than one year)

The portion of a periodic distribution which constitutes taxable
income will be subject to Federal income tax withholding as if the
recipient were married claiming three exemptions.

<PAGE>

-53-

A recipient may elect not to have income taxes withheld or have income
taxes withheld at a different rate by providing a completed election form.
Election forms will be provided at the time distributions are requested.

D. Any distribution from plans described in A.3 on page ____ is subject to the
regular wage withholding rules.

<PAGE>

-54-

THIS FORM MUST BE COMPLETED FOR ALL TAX SHELTERED ANNUITIES.

SECTION 403(B)(11) ACKNOWLEDGMENT FORM

The Hartford variable annuity Contract which you have recently purchased is
subject to certain restrictions imposed by the Tax Reform Act of 1986.
Contributions to the Contract after December 31, 1989 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. terminated employment
c. died, or
d. become disabled.

Distributions of post December 31, 1988 contributions may also be made if you
have experienced a financial hardship.

Also, there may be a 10% penalty tax for distributions made because of financial
hardship or separation from service.

Also, please be aware that your 403(b) Plan may also offer other financial
alternatives other than the Hartford variable annuity. Please refer to your
Plan.

Please complete the following and return to:

Hartford Life Insurance Company
Individual Annuity Operations
P.O. Box 5085
Hartford, CT 06102-5085

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

Name of Contract Owner/Participant
Address
City or Plan/School District
Date:

<PAGE>

-55-

TABLE OF CONTENTS
TO
STATEMENT OF ADDITIONAL INFORMATION

SECTION PAGE

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

ANNUITY/PAYOUT PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . .

Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . . . . .

The Annuity Unit and Valuation. . . . . . . . . . . . . . . . . . . .

Determination of Payment Amount . . . . . . . . . . . . . . . . . . .

CONTRACTS ISSUED FROM OCTOBER 15, 1986 TO APPROXIMATELY
SEPTEMBER 1, 1988 . . . . . . . . . . . . . . . . . . . . . . . . . .

CONTRACTS ISSUED FROM SEPTEMBER 1, 1988 UNTIL MAY 1, 1990
AND IN CERTAIN STATES WHERE THE CONTRACT DESCRIBED IN
THIS PROSPECTUS HAS NOT BEEN APPROVED . . . . . . . . . . . . . . . .

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

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . . .

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . .

1396s
Putnam

<PAGE>

-56-

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

To Obtain a Statement of Additional Information, please complete the form below
and mail to:

Hartford Life Insurance Company
Attn: Individual Annuity Operations
P.O. Box 5085
Hartford, CT 06102-5085

Please send a Statement of Additional Information for the PCM Capital Manager to
me at the following address:

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

- - ----------------------------------------
Address

- - ----------------------------------------
City/State Zip Code

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

<PAGE>

PART B

<PAGE>

-2-

PART B

STATEMENT OF ADDITIONAL INFORMATION

HARTFORD LIFE INSURANCE COMPANY -

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT

This Statement of Additional Information is not a Prospectus. The information
contained herein should be read in conjunction with the Prospectus.

To obtain a Prospectus, send a written request to Hartford Life Insurance
Company, Attn: Individual Annuity Operations, P.O. Box 5085, Hartford, CT
06102-5085.

Date of Prospectus: May 1, 1995

Date of Statement of Additional Information: May 1, 1995

Printed in U.S.A.

<PAGE>

-3-

TABLE OF CONTENTS

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

INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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

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

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

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

ANNUITY/PAYOUT PERIOD. . . . . . . . . . . . . . . . . . . . . . . . . . .

Annuity Payments. . . . . . . . . . . . . . . . . . . . . . . . . . .

The Annuity Unit and Valuation. . . . . . . . . . . . . . . . . . . .

Determination of Payment Amount . . . . . . . . . . . . . . . . . . .

CONTRACTS ISSUED FROM OCTOBER 15, 1986 UNTIL APPROXIMATELY
SEPTEMBER 1, 1988 (PUTNAM CAPITAL MANAGER I). . . . . . . . . . . . .

CONTRACTS ISSUED FROM SEPTEMBER 1, 1988 UNTIL MAY 1, 1990
AND IN CERTAIN STATES WHERE THE CONTRACT DESCRIBED IN
THIS PROSPECTUS HAS NOT BEEN APPROVED . . . . . . . . . . . . . . . .

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

PERFORMANCE COMPARISONS. . . . . . . . . . . . . . . . . . . . . . . . . .

FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . .

<PAGE>

-4-

INTRODUCTION

The tax deferred variable annuity Contracts described in the Prospectus are
designed to provide Annuity benefits to individuals who have established or wish
to establish retirement programs which may or may not qualify for special
Federal income tax treatment. The Annuitant under these Contracts may receive
Annuity benefits in accordance with the Annuity option selected and the
retirement program, if any, under which the Contracts have been purchased.
Annuity payments under a Contract will begin on a particular future date which
may be selected at any time under the Contract or automatically when the
Annuitant reaches age 90 except in certain states where deferral past age 85 is
not permitted. There are several alternative annuity payment options available
under the Contract (see "Optional Forms of Annuity," page __ of the Prospectus).

The Premium Payments under a Contract, less any applicable Premium Taxes, will
be applied to the Separate Account and/or the Fixed Account. Accordingly, the
net Premium Payment under the Contract will be applied to purchase interests in
one or more of the following ten portfolios ("Funds") of Putnam Capital Manager
Trust, an open-end diversified series investment company: PCM Diversified
Income Fund, PCM Global Asset Allocation Fund, PCM Global Growth Fund, PCM
Growth and Income Fund, PCM High Yield Fund, PCM Money Market Fund, PCM New
Opportunities Fund, PCM U.S. Government and High Quality Bond Fund, PCM
Utilities Growth and Income Fund and PCM Voyager Fund.

Shares of the Funds are purchased by the Separate Account without the imposition
of any additional sales charge. The value of a Contract depends on the value of
the shares of the Fund held by the Separate Account pursuant to that Contract.
As a result, the Contract Owner bears the investment risk since market value of
the shares may increase or decrease.

The Contracts provide that in the event the Annuitant dies before the selected
Annuity Commencement Date, the Contingent Annuitant will become the Annuitant.
If the Annuitant dies before the Annuity Commencement Date and there is no
designated Contingent Annuitant, or the Contingent Annuitant predeceases the
Annuitant, or if the Contract Owner dies before the Annuity Commencement Date,
the Beneficiary will receive the Contract Value determined on the date of
receipt of due proof of death by HL in its Home Office. However, if upon death
prior to the Annuity Commencement Date, the Annuitant or Contract Owner, as
applicable, had not attained his 85th birthday, the Beneficiary will receive the
greater of (a) the Contract Value determined as of the day written proof of
death of such person is received by HL, or (b) 100% of the total Premium
Payments made to such Contract, reduced by any prior surrenders, or (c) the
Contract Value on the Specified Contract Anniversary immediately preceding the
date of death, increased by the dollar amount of any Premium Payments made and
reduced by the dollar amount of any partial terminations since the immediately
preceding Specified Contract Anniversary.

<PAGE>

-5-

DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY

Hartford Life Insurance Company was originally incorporated under the laws of
Massachusetts on June 5, 1902. It was subsequently redomiciled to Connecticut.
It is a stock life insurance company engaged in the business of writing health
and life insurance, both ordinary and group, in all states of the United States
and the District of Columbia. The offices of HL are located in Simsbury,
Connecticut; however its mailing address is P.O. Box 5085, Hartford, Connecticut
06102-5085. Hartford Life is ultimately 100% owned by Hartford Fire Insurance
Company, one of the largest multiple lines insurance carriers in the United
States. Hartford Fire Insurance Company is a subsidiary of ITT Corporation.

Hartford Life Insurance Company is rated A++ (superior) by A.M. Best and
Company, Inc. on the basis of its financial soundness and operating
performance. Hartford Life Insurance Company has an AA+ rating from Standard
and Poor's and Duff and Phelps' highest rating (AAA) on the basis of its
claims-paying ability.

These ratings do not apply to the performance of the Separate Account. However,
the Contractual obligation under this variable annuity are the general corporate
obligations of HL. These ratings do apply to HL's ability to meet its insurance
obligations under the Contract.

SAFEKEEPING OF ASSETS

The assets of the Separate Account are held by HL under a safekeeping
arrangement.

INDEPENDENT PUBLIC ACCOUNTANTS

Arthur Andersen LLP, One Financial Plaza, Hartford, Connecticut, independent
public accountants, will perform an annual audit of the Separate Account. The
audited financial statements and schedules of HL and the Separate Account
included in this Statement of Additional Information have been audited by
Arthur Andersen LLP as indicated in their reports with respect thereto, and are
included herein in reliance on the authority of said firm as experts in
accounting and auditing.

DISTRIBUTION OF CONTRACTS

<PAGE>

-6-

Both HESCO and HSD are wholly-owned subsidiaries of Hartford Life Insurance
Company. The principal business address of HESCO and HSD is the same as
Hartford Life Insurance Company.

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

HESCO is registered with the Commission under the Securities and Exchange Act of
1934 as a Broker-Dealer and is a member of the NASD. HSD will be registered
with the Commission under the Securities Exchange Act of 1934 as a Broker-Dealer
and will become a member of the NASD.

The offering of the Separate Account Contracts is continuous.

ANNUITY/PAYOUT PERIOD

ANNUITY PAYMENTS

Variable Annuity payments are determined on the basis of (1) a mortality table
set forth in the Contracts and the type of Annuity payment option selected, and
(2) the investment performance of the investment medium selected. Fixed Annuity
payments are based on the Annuity tables contained in the Contracts, and will
remain level for the duration of the Annuity.

The amount of the Annuity payments will not be affected by adverse mortality
experience or by an increase in expenses in excess of the expense deduction for
which provision has been made (see "Mortality and Expense Risk Charge," page____
of the Prospectus).

For a Variable Annuity, the Annuitant will be paid the value of a fixed number
of Annuity Units each month. The value of such units and the amounts of the
monthly Variable Annuity payments will, however, reflect investment income
occurring after retirement, and thus the Variable Annuity payments will vary
with the investment experience of the Fund shares selected.

THE ANNUITY UNIT AND VALUATION

The value of the Annuity Unit for each Sub-Account in the Separate Account for
any day is determined by multiplying the value for the preceding day by the
product of (1) the net investment factor (see "Valuation of Accumulation Units,"
page ____ of the Prospectus) for the day for which the Annuity Unit value is
being calculated, and (2) a factor to neutralize the assumed investment rate
discussed below.

<PAGE>

-7-

ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE
--------------------------------------------------

<S> <C>
1. Net Investment Factor for period 1.011225
2. Adjustment for 4% Assumed Investment Rate .999892
3. 2x1 1.011116
4. Annuity Unit value, beginning of period .995995
5. Annuity Unit value, end of period (3x4) 1.007066
</TABLE>

DETERMINATION OF PAYMENT AMOUNT

The Contract contains tables indicating the minimum dollar amount of the first
monthly payment under the optional forms of Annuity for each $1,000 of value of
a Sub-Account under a Contract. The first monthly payment varies according to
the form and type of Annuity selected. The Contracts contain Annuity tables
derived from the 1983a Individual Annuity Mortality Table with ages set back
one year with an assumed investment rate ("A.I.R.") of 4.00% per annum. The
total first monthly Variable Annuity payment is determined by multiplying the
value (expressed in thousands of dollars) of a Sub-Account (less any applicable
Premium Taxes) by the amount of the first monthly payment per $1,000 of value
obtained from the tables in the Contracts.

Fixed Annuity payments are determined at annuitization by multiplying the values
allocated to the Fixed Account by a rate to be determined by HL which is no less
than the rate specified in the Annuity tables in the Contract. The Annuity
payment will remain level for the duration of the Annuity.

The amount of the first monthly Variable Annuity payment, determined as
described above, is divided by the value of an Annuity Unit for the appropriate
Sub-Account no earlier than the close of business on the fifth Valuation Day
preceding the day on which the payment is due in order to determine the number
of Annuity Units represented by the first payment. This number of Annuity Units
remains fixed during the Annuity Period, and in each subsequent month the dollar
amount of the Variable Annuity payment is determined by multiplying this fixed
number of Annuity Units by the then current Annuity Unit value.

The A.I.R. assumed in the mortality tables would produce level Variable Annuity
payments if the investment rate remained constant. In fact, payments will vary
up or down as the investment rate varies up or down from the A.I.R.

<PAGE>

-8-

The Annuity payments will be made on the fifteenth day of each month following
selection. The Annuity Unit value used in calculating the amount of the
Variable Annuity payments will be based on an Annuity Unit value determined as
of the close of business on a day no earlier than the fifth Valuation Day
preceding the date of the Annuity payment.

<PAGE>

-9-

CONTRACTS ISSUED FROM OCTOBER 15, 1986 UNTIL APPROXIMATELY SEPTEMBER 1, 1988

(Putnam Capital Manager I)

The Contract provisions for Contracts issued prior to September 1, 1988, are the
same as the provisions detailed in the Prospectus, except for the following:

1. PREMIUM PAYMENTS

The minimum initial Premium Payment is $5,000, except in New York, where the
minimum initial Premium Payment is $2,000 and the minimum subsequent Premium
Payment is $1,000.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:

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

5% 1
5% 2
4% 3
3% 4
2% 5
0% 6 or more

3. The Specified Contract

Anniversary for purposes of determining the Death Benefit is every fifth
Contract Anniversary, i.e., the 5th , 10th, 15th, etc. Contract Anniversary.

4. Annuity Options

<PAGE>

-10-

Unit Refund Life Annuity (Variable Annuities Only)

This Annuity option is an Annuity payable monthly during the lifetime of the
Annuitant provided that, at the death of the Annuitant, the Beneficiary will
receive an additional payment equal to the excess, if any, of (a) over (b) where
(a) is the total amount applied under the option at the Annuity Commencement
Date divided by the Annuity Unit value at the Annuity Commencement Date and (b)
is the number of Annuity Units represented by each monthly Annuity payment made
times the number of Annuity payments made.

The amount of the additional payments will be determined by multiplying such
excess by the Annuity Unit value as of the date that proof of death is received
by HL.

5. ANNUITY PAYMENTS

6. THE FIXED ACCOUNT AND RESTRICTIONS ON TRANSFER

All reference to the Fixed Account, and certain restrictions as to transfers do
not apply, except as to third party designees of the Contract Owner.

<PAGE>

-11-

CONTRACTS ISSUED BETWEEN SEPTEMBER 1, 1988 AND MAY 1, 1990

(PCM Capital Manager II)

1. PREMIUM PAYMENTS

There is no premium payments below $1,000 for initial payments and $500 for
subsequent payments.

2. SALES EXPENSES

The contingent deferred sales charge is a percentage of the amount withdrawn
(not to exceed the aggregate amount of the Premium Payments made) and equals:

Charge Length of Time from Premium Payment
------ -----------------------------------
(Number of Years)
6% 1
6% 2
6% 3
6% 4
5% 5
4% 6
0% 7 or more

3. WITHDRAWAL PRIVILEGES

The withdrawal privilege is limited to withdrawals of up to 10% per year of the
Premium Payments after the first Contract Year.

4. FIXED ACCOUNT

<PAGE>

-12-

5. DEATH BENEFIT

The Specified Contract Anniversary for determining the Death Benefit is every
sixth Contract Anniversary, except in North Carolina (i.e. the 6th, 12th, 18th,
etc. Contract Anniversaries).

CALCULATION OF YIELD AND RETURN

YIELD OF THE PCM MONEY MARKET FUND SUB-ACCOUNT. As summarized in the Prospectus
under the heading "Performance Related Information," the yield of the
Sub-Account for a seven day period (the "base period") will be computed by
determining the "net change in value" of a hypothetical account having a balance
of one unit at the beginning of the period, dividing the net change in account
value by the value of the account at the beginning of the base period to obtain
the base period return, and multiplying the base period return by 365/7 with the
resulting yield figure carried to the nearest hundredth of one percent. Net
changes in value of a hypothetical account will include net investment income of
the account (accrued dividends as declared by the underlying funds, less expense
and Contract charges of the account) for the period, but will not include
realized gains or losses or unrealized appreciation or depreciation on the
underlying fund shares.

The effective yield is calculated by compounding the base period return by
adding 1, raising the sum to a power equal to 365/7 and subtracting 1 from the
result, according to the following formula:

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

The Money Market Fund Sub-Account's yield and effective yield will vary in
response to fluctuations in interest rates and in the expenses of the
Sub-Account.

The yield and effective yield for the sub-account for the seven-day period
ending December 31, 1994 is as follows:

Yield = 4.44%
Effective Yield = 4.54%

The High Yield Fund, U.S. Government and High Quality Bond Fund, and PCM Growth
and Income Fund Sub-Accounts' yields will vary from time to time depending upon
market conditions and, the composition of the underlying funds' portfolios.
Yield should also be considered relative to changes in the value of the
Sub-Accounts' shares and to the relative risks associated with the investment
objectives and policies of the Funds.

<PAGE>

-13-

UTILITIES GROWTH AND INCOME FUND SUB-ACCOUNT

Yield calculations of the Sub-Account used for illustration purposes reflect the
interest earned by the Sub-Account, less applicable asset charges assessed
against a Contract Owner's account over the base period. The following is the
method used to determine the yield for the 30-day period ended December 31,
1994.

Example:

Current Yield Formula for the Sub-Account
2*[((A-B)/(C*D)+1)RASIED TO THE POWER OF 6 - 1)]

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

Yield = 3.47%

HIGH YIELD FUND SUB-ACCOUNT

Example:

Current Yield Formula for the Sub-Account
2*[((A-B)/(C*D) + 1)RAISED TO THE POWER OF 6 - 1]

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

Yield = 9.21%

<PAGE>

-14-

U.S. GOVERNMENT AND HIGH QUALITY BOND FUND SUB-ACCOUNT

Example:

Current Yield Formula for the Sub-Account
2*[((A-B)/(C*D) + 1)RAISED TO THE POWER OF 6 - 1]

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

Yield = 5.93%

GROWTH & INCOME FUND SUB-ACCOUNT

Example:

Current Yield Formula for the Sub-Account
2*[((A-B)/(C*D) + 1)RAISED TO THE POWER OF 6 - 1]

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

Yield = 2.34%

CALCULATION OF TOTAL RETURN. As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Sub-Account over the period covered. The formula
for total return used herein includes three steps: (1) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by

<PAGE>

-15-

multiplying the total number of units owned at the end of the period by the
unit value per unit on the last trading day of the period; (2) assuming
redemption at the end of the period and deducting any applicable contingent
deferred sales charge and (3) dividing this account value for the hypothetical
investor by the initial $1,000 investment and annualizing the result for periods
of less than one year. Total return will be calculated 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.

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.

PERFORMANCE COMPARISONS

YIELD AND TOTAL RETURN. 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. Index performance
is not representative of the performance of the PCM Sub-Account to which it is
compared and is not adjusted for commissions and other costs. Portfolio
holdings of the PCM Sub-Account will differ from those of the index to which it
is compared. Performance comparison indices include the following:

The Consumer Price Index, prepared by the U.S. Bureau of Labor Statistics, is a
commonly used measure of the rate of inflation. The index shows the average
change in the cost of selected consumer goods and services and does not
represent a return on an investment vehicle.

The Dow Jones Industrial Average is an unmanaged list of 30 common stocks
frequently used as a general measure of stock market performance. Its
performance figures reflect changes of market prices and reinvestment of all
distributions.

Lehman Brothers Corporate Bond Index is an unmanaged list of publicly issued,
fixed-rate, non-convertible investment-grade domestic corporate debt securities
frequently used as a general measure of the performance of fixed-income
securities. The average quality of bonds included in the index may be higher
than the average quality of those bonds in which PCM High Yield Fund customarily
invests. The index does not include bonds in certain of the lower rating
classifications in which the Fund may invest. The performance figures of the
index reflect changes in market prices and reinvestment of all interest
payments.

The Lehman Brothers 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.

<PAGE>

-16-

The Lehman Brothers Government/Corporate Bond Index (the "SL
Government/Corporate Index") is a measure of the market value of approximately
5,300 bonds with a face value currently in excess of $1.3 trillion. To be
included in the SL Government/Corporate Index, an issue must have amounts
outstanding in excess of $1 million, have at least one year to maturity and be
rated "Baa" or higher ("investment grade") by a nationally recognized rating
agency. The index does not include bonds in certain of the lower-rating
classifications in which PCM High Yield Fund invests. Its performance figures
reflect changes in market prices and reinvestment of all interest payments.

Morgan Stanley Capital International World Index is an unmanaged list of
approximately 1,450 equity securities listed on the stock exchanges of the
United States, Europe, Canada, Australia, New Zealand and the Far East, with all
values expressed in U.S. dollars. Performance figures reflect changes in market
prices and reinvestment of distributions net of withholding taxes. The
securities in the index change over time to maintain representativeness.

The NASDAQ-OTC Industrial Average (The "NASDAQ Index") is a market
value-weighted and unmanaged index showing the changes in the aggregate market
value of approximately 3,500 stocks relative to the base measure of 100.00 on
February 5, 1971. The NASDAQ Index is composed entirely of common stocks of
companies traded over-the-counter and often through the National Association of
Securities Dealers Automated Quotations ("NASDAQ") system. Only those
over-the-counter stocks having only one market maker or traded on exchanges are
excluded. Its performance figures reflect changes of market prices but do not
reflect reinvestment of cash dividends.

Salomon Brothers Long-Term High-Grade Corporate Bond Index is an unmanaged list
of publicly traded corporate bonds having a rating of at least AA by Standard &
Poor's or Aa by Moody's and is frequently used as general measure of the
performance of fixed-income securities. The average quality of bonds included
in the index may be higher than the average quality of those bonds in which PCM
High Yield customarily invests. The index does not include bonds in certain of
the lower rating classifications in which the Fund may invest. Performance
figures for the index reflect changes of market prices and reinvestment of all
distributions.

The Salomon Brothers 7-10 Year Government Bond Index is an unmanaged list of
U.S. Government and government agency securities with maturities of 7 to 10
years. Performance figures for the index reflect changes of market prices and
reinvestment of all interest payments.

The Standard & Poor's Composite Index of 500 stocks (the "S&P 500") a market
value-weighted and unmanaged index showing 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

<PAGE>

-17-

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. Its performance figures reflect changes
of market prices and reinvestment of all regular cash dividends.

The Standard & Poor's 40 Utilities Index is unmanaged list of 40 utility stocks.
The Index assumes reinvestment of all distributions and reflects changes in
market prices but does not take into account brokerage commissions or other
fees. PCM Utilities Growth and Income Fund's telephone and electric utility
stocks are generally held in the same proportion as the telephone and electric
stocks in the S&P Utilities Index. However, there are some utility stocks held
by the Fund that are not part of the Index.

The manner in which total return and yield will be calculated for public use is
described above. The following table summarizes the calculation of total return
and yield for each Sub-Account, where applicable, through December 31, 1994.

<PAGE>

AVERAGE ANNUAL TOTAL RETURN as of December 31,1994

Putnam III PERIODS ENDED

- - -----------------------------------------------------------------------------------------------------------------------------
Sub-Account Inception
Date 1 YEAR 5 YEAR INCEPTION
- - -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>

PCM Growth and Income Fund 02/01/88 -10.47% 4.58% 8.77%
PCM High Yield Fund 02/01/88 -11.65% 8.78% 6.00%
PCM Money Market Fund 02/01/88 -7.11% 0.38% 1.70%
PCM Global Asset Allocation Fund 02/01/88 -13.08% 3.42% 5.11%
PCM U.S. Government and High Quality Bond Fund 02/01/88 -13.75% 3.64% 4.28%
PCM Voyager Fund 02/01/88 -9.84% 9.58% 11.14%
PCM Global Growth Fund 05/01/90 -11.67% N/A 2.83%
PCM Utilities Growth and Income Fund 05/01/92 -17.23% N/A -1.19%
PCM Diversified Income Fund 09/15/93 -14.67% N/A -10.23%
PCM New Opportunities Fund 06/20/94 N/A N/A -2.32%
</TABLE>

NOTE: Average annual total return assumes a hypothetical initial payment of
$1,000. At the end of each period, a total surrender is assumed.
Maintenance fees and contingent deferred sales loads, if applicable, are
deducted to determine ending redeemable value of the original payment.
Then, the ending redeemable value is divided by the original investment to
calculate total return.

<PAGE>

PUTNAM - Money Market Sub-Account

The following is an example of this yield calculation for the Sub-Account based
on a seven day period ending December 31,1994.

Assumption:
Value of a hypothetical pre-existing account
with exactly one unit at the beginning of the
period: . . . . . . . . . . . . . . . . . . . . . . . . $1.323996
Value of the same account (excluding capital
changes) at the end of the seven day period . . . . . . $1.325124
Calculation:
Ending account value. . . . . . . . . . . . . . . . . . $1.325124
Less beginning account value. . . . . . . . . . . . . . 1.323996
Net change in account value . . . . . . . . . . . . . . $0.001128
Base period return:
(adjusted change/beginning account value)
$0.001128/ $1.323996 $0.000852

Current yield = $0.000852 *(365/7) =. . . . . . . . . 4.44%
Effective yield = (1 + 0.000852)RAISED TO THE POWER OF 365/7 - 1 = 4.54%

<PAGE>

Putnam Diversified Income Fund - Sub-Account - HL

The following is an example of this yield calculation for the Sub-Account
based on a one month period ending December 31,1994.

Formula:

YIELD = 2[(A-B + 1)RAISED TO THE POWER OF 6-1]
---
CD

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.

Calculation: 2[(A-B/CD + 1)RAISED TO THE POWER OF 6-1]

INTEREST INCOME a = 791000
EXPENSES b = 147,711
AVERAGE UNITS c = 13,402,793
UNIT VALUE d = $9.621589

UIT YIELD = 6.06%

<PAGE>

Putnam Global Asset Allocation Fund - Sub-Account - HL

The following is an example of this yield calculation for the Sub-Account
based on a one month period ending December 31, 1994.

Formula:

YIELD = 2[(A-B + 1)RAISED TO THE POWER OF 6-1]
---
CD

Calculation: 2[(A-B/CD + 1)RAISED TO THE POWER OF 6-1]

INTEREST INCOME a = 672,000
EXPENSES b = 308,446
AVERAGE UNITS c = 16,506,620
UNIT VALUE d = $16.334545

UIT YIELD = 1.62%

<PAGE>

Putnam Growth & Income Fund - Sub-Account - HL

The following is an example of this yield calculation for the Sub-Account
based on a one month period ending December 31,1994.

Formula:

YIELD = 2[(A-B + 1)RAISED TO THE POWER OF 6-1]
---
CD

Calculation: 2[(A-B/CD + 1)RAISED TO THE POWER OF 6-1]

INTEREST INCOME a = 4,160,000
EXPENSES b = 1,538,158
AVERAGE UNITS c = 67,015,929
UNIT VALUE d = $20.177784

UIT YIELD = 2.34%

<PAGE>

Putnam High Yield Fund - Sub-Account - HL

The following is an example of this yield calculation for the Sub-Account
based on a one month period ending December 31, 1994.

Formula:

YIELD = 2[(A-B + 1)RAISED TO THE POWER OF 6-1]
---
CD

Calculation: 2[(A-B/CD + 1)RAISED TO THE POWER OF 6-1]

INTEREST INCOME a = 1,730,000
EXPENSES b = 220,947
AVERAGE UNITS c = 11,461,548
UNIT VALUE d = $17.476456

UIT YIELD = 9.21%

<PAGE>

Putnam U.S. Government and High Quality Bond Fund - Sub-Account - HL

The following is an example of this yield calculation for the Sub-Account
based on a one month period ending December 31,1994.

Formula:

YIELD = 2[(A-B + 1)RAISED TO THE POWER OF 6-1]
---
CD

Calculation: 2[(A-B/CD + 1)RAISED TO THE POWER OF 6-1]

INTEREST INCOME a = 3,140,000
EXPENSES b = 599,039
AVERAGE UNITS c = 33,515,951
UNIT VALUE d = $15.532869

UIT YIELD = 5.93%

<PAGE>

Putnam Utilities Growth and Income Fund - Sub-Account - HL

The following is an example of this yield calculation for the Sub-Account
based on a one month period ending December 31, 1994.

Formula:

YIELD = 2[(A-B + 1)RAISED TO THE POWER OF 6-1]
---
CD

Calculation: 2[(A-B/CD + 1)RAISED TO THE POWER OF 6-1]

INTEREST INCOME a = 1,010,000
EXPENSES b = 288,600
AVERAGE UNITS c = 23,090,365
UNIT VALUE d = $10.889305

UIT YIELD = 3.47%

<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company Putnam Capital Manager Trust Separate Account
and to the Owners of Units of Interest therein:

We have audited the accompanying statement of assets and liabilities of
Hartford Life Insurance Company Putnam Capital Manager Trust Separate
Account as of December 31, 1994, and the related statement of operations for
the year then ended and the statements of changes in net assets for each of
the two years in the period then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hartford Life
Insurance Company Putnam Capital Manager Trust Separate Account as of December
31, 1994, and the results of its operations for the year then ended and the
changes in its net assets for each of the two years in the period then ended,
in conformity with generally accepted accounting principles.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
February 15, 1995

<PAGE>
<TABLE>
<CAPTION>
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT--HARTFORD LIFE INSURANCE COMPANY

STATEMENT OF ASSETS & LIABILITIES

- - ------------------------------------------------------------------------------------------------------------------------------
December 31, 1994 Voyager Global Growth Global Asset High Yield
Fund Growth and Income Allocation Fund
Sub-Account Fund Fund Fund Sub-Account
Sub-Account Sub-Account Sub-Account
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments:
- - ------------------------------------------------------------------------------------------------------------------------------
PCM VOYAGER FUND
Shares 31,156,027
Cost $561,184,708
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: $691,663,790 $ 0 $ 0 $ 0 $ 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM GLOBAL GROWTH FUND
Shares 29,613,208
Cost $366,437,481
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 399,186,045 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM GROWTH AND INCOME FUND
Shares 82,444,786
Cost $1,288,175,014
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 1,355,392,281 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM GLOBAL ASSET ALLOCATION
FUND
Shares 20,497,352
Cost $258,797,925
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 270,360,078 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM HIGH YIELD FUND
Shares 17,509,574
Cost $191,002,418
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 200,659,720
- - ------------------------------------------------------------------------------------------------------------------------------
PCM U.S. GOVERNMENT AND
HIGH QUALITY FUND
Shares 42,642,616
Cost $510,933,368
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM NEW OPPORTUNITIES FUND
Shares 3,658,643
Cost $37,799,661
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM MONEY MARKET FUND
Shares 192,109,143
Cost $192,109,143
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM UTILITIES GROWTH &
INCOME FUND
Shares 23,561,783
Cost $268,170,502
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM DIVERSIFIED INCOME FUND
Shares 13,251,562
Cost $133,756,425
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life
Insurance Company 0 304,838 10,529 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
Receivable from fund shares sold 1,169,918 0 0 9,883 6,472
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $692,833,708 $399,490,883 $1,355,402,810 $270,369,961 $200,666,192
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Due to Hartford Life
Insurance Company 1,169,278 0 0 9,892 18,716
- - ------------------------------------------------------------------------------------------------------------------------------
Payable for fund shares purchased 0 303,682 9,459 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 1,169,278 $ 303,682 $ 9,459 $ 9,892 $ 18,716
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE ANNUITY
CONTRACT LIABILITIES) $691,664,430 $399,187,201 $1,355,393,351 $270,360,069 $200,647,476
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------

<CAPTION>
- - ------------------------------------------------------------------------------------------------------------------------------
December 31, 1994 U.S. New Money Utilities Diversified
Government Opportunities Market Growth and Income Fund
and High Fund Fund Income Fund Sub-Account
Quality Sub-Account Sub-Account Sub-Account
Bond Fund
Sub-Account
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ASSETS
Investments
- - ------------------------------------------------------------------------------------------------------------------------------
PCM VOYAGER FUND
Shares 31,156,027
Cost $561,184,708
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: $ 0 $ 0 $ 0 $ 0 $ 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM GLOBAL GROWTH FUND
Shares 29,613,208
Cost $366,437,481
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM GROWTH AND INCOME FUND
Shares 82,444,786
Cost $ 1,288,175,014
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM GLOBAL ASSET ALLOCATION
FUND
Shares 20,497,352
Cost $258,797,925
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM HIGH YIELD FUND
Shares 17,509,374
Cost $191,002,418
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM U.S. GOVERNMENT AND
HIGH QUALITY FUND
Shares 12,642,616
Cost $510,933,368
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 521,092,771 0 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM NEW OPPORTUNITIES FUND
Shares 3,658,643
Cost $37,799,661
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 39,586,518 0 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM MONEY MARKET FUND
Shares 192,109,143
Cost $192,109,143
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 192,109,143 0 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM UTILITIES GROWTH &
INCOME FUND
Shares 23,561,783
Cost $268,170,502
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 251,638,537 0
- - ------------------------------------------------------------------------------------------------------------------------------
PCM DIVERSIFIED INCOME FUND
Shares 13,251,562
Cost $133,756,425
- - ------------------------------------------------------------------------------------------------------------------------------
Market Value: 0 0 0 0 129,070,213
- - ------------------------------------------------------------------------------------------------------------------------------
Due from Hartford Life
Insurance Company 230,857 149,475 1,472,887 60,385 0
- - ------------------------------------------------------------------------------------------------------------------------------
Receivable from fund shares sold 0 0 0 0 36,032
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
TOTAL ASSETS $521,323,628 $39,735,993 $193,582,030 $251,698,922 $129,106,245
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
LIABILITIES
Due to Hartford Life
Insurance Company 0 0 0 0 35,283
- - ------------------------------------------------------------------------------------------------------------------------------
Payable for fund shares purchased 230,545 149,239 1,472,319 57,030 0
- - ------------------------------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES $ 230,545 $ 149,239 $ 1,472,319 $ 57,030 $ 35,283
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------
NET ASSETS (VARIABLE ANNUITY
CONTRACT LIABILITIES) $521,093,083 $39,586,754 $192,109,711 $251,641,892 $129,070,962
- - ------------------------------------------------------------------------------------------------------------------------------
- - ------------------------------------------------------------------------------------------------------------------------------

</TABLE>

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

<PAGE>

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT--HARTFORD LIFE INSURANCE COMPANY

STATEMENT OF ASSETS & LIABILITIES (CONTINUED)
- - -----------------------------------------------------------------------------------------------------------------------------------
December 31, 1994 Units Unit Contract
Owned by Price Liability
Participants
- - -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Deferred annuity contracts in the accumulation period:
Individual Sub-Accounts:
- - -----------------------------------------------------------------------------------------------------------------------------------
Voyager Fund Sub-Account $29,315,343 $23.444549 $687,285,002
- - -----------------------------------------------------------------------------------------------------------------------------------
Voyager Fund .40% 1,043 11.177726 11,661
- - -----------------------------------------------------------------------------------------------------------------------------------
Global Growth Fund Sub-Account 30,284,767 13.118640 397,294,955
- - -----------------------------------------------------------------------------------------------------------------------------------
Global Growth Fund .40% 1,029 10.237421 10,535
- - -----------------------------------------------------------------------------------------------------------------------------------
Growth and Income Fund Sub-Account 67,015,929 20.177784 1,352,232,942
- - -----------------------------------------------------------------------------------------------------------------------------------
Growth and Income Fund .40% 1,029 10.247296 10,549
- - -----------------------------------------------------------------------------------------------------------------------------------
Global Asset Allocation Sub-Account 16,506,620 16.334545 269,628,127
- - -----------------------------------------------------------------------------------------------------------------------------------
Global Asset Allocation Fund .40% 1,015 10.164479 10,315
- - -----------------------------------------------------------------------------------------------------------------------------------
High Yield Fund Sub-Account 11,461,548 17.476456 200,307,240
- - -----------------------------------------------------------------------------------------------------------------------------------
High Yield Fund .40% 1,000 9.952840 9,953
- - -----------------------------------------------------------------------------------------------------------------------------------
U.S. Government and High Quality Bond Fund Sub-Account 33,515,951 15.532869 520,598,873
- - -----------------------------------------------------------------------------------------------------------------------------------
U.S. Government and High Quality Bond Fund .40% 1,000 10.020410 10,020
- - -----------------------------------------------------------------------------------------------------------------------------------
New Opportunities Fund Sub-Account 3,680,946 10.718448 39,454,026
- - -----------------------------------------------------------------------------------------------------------------------------------
New Opportunities Fund .40% 1,000 11.660590 11,661
- - -----------------------------------------------------------------------------------------------------------------------------------
Money Market Fund Sub-Account 144,949,610 1.325124 192,076,207
- - -----------------------------------------------------------------------------------------------------------------------------------
Money Market Fund .40% 10,000 1.020575 10,206
- - -----------------------------------------------------------------------------------------------------------------------------------
Utilities Growth and Income Fund Sub-Account 23,090,365 10.889305 251,438,025
- - -----------------------------------------------------------------------------------------------------------------------------------
Utilities Growth and Income Fund .40% 1,000 10.199140 10,199
- - -----------------------------------------------------------------------------------------------------------------------------------
Diversified Income Fund Sub-Account 13,402,793 9.621589 128,956,169
- - -----------------------------------------------------------------------------------------------------------------------------------
Diversified Income Fund .40% 1,030 9.938664 10,237
- - -----------------------------------------------------------------------------------------------------------------------------------
Total Accumulation Period: $4,039,376,902
- - -----------------------------------------------------------------------------------------------------------------------------------
Annuity contracts in the annuity period:
- - -----------------------------------------------------------------------------------------------------------------------------------
Individual Sub-Accounts
- - -----------------------------------------------------------------------------------------------------------------------------------
Voyager Fund Sub-Account 186,302 23.444549 4,367,767
- - -----------------------------------------------------------------------------------------------------------------------------------
Global Growth Fund Sub-Account 143,438 13.118640 1,881,711
- - -----------------------------------------------------------------------------------------------------------------------------------
Growth and Income Fund Sub-Account 156,105 20.177784 3,149,860
- - -----------------------------------------------------------------------------------------------------------------------------------
Global Asset Allocation Fund Sub-Account 44,178 16.334545 721,627
- - -----------------------------------------------------------------------------------------------------------------------------------
High Yield Fund Sub-Account 18,899 17.476456 330,283
- - -----------------------------------------------------------------------------------------------------------------------------------
U.S. Government and High Quality Bond Fund Sub-Account 31,172 15.532869 484,190
- - -----------------------------------------------------------------------------------------------------------------------------------
New Opportunities Fund Sub-Account 11,295 10.718448 121,067
- - -----------------------------------------------------------------------------------------------------------------------------------
Money Market Fund Sub-Account 17,582 1.325124 23,298
- - -----------------------------------------------------------------------------------------------------------------------------------
Utilities Growth and Income Sub-Account 17,785 10.889305 193,668
- - -----------------------------------------------------------------------------------------------------------------------------------
Diversified Income Fund Sub-Account 10,867 9.621589 104,556
- - -----------------------------------------------------------------------------------------------------------------------------------
Total Annuity Period $ 11,378,027
- - -----------------------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------------------
GRAND TOTAL: $4,050,754,929
- - -----------------------------------------------------------------------------------------------------------------------------------
- - -----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

<PAGE>

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT--HARTFORD LIFE INSURANCE COMPANY

STATEMENT OF OPERATIONS
- - ----------------------------------------------------------------------------------------------------------------------------------
For the Voyager Global Growth Global Asset High Yield
Year Fund Growth and Income Allocation Fund
Ended Sub-Account Fund Fund Fund Sub-Account
December 31, Sub-Account Sub-Account Sub-Account
1994
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Investment
income:
Dividends $10,564,540 $ 1,496,858 $ 66,065,162 $ 13,119,586 $ 15,269,700
- - ----------------------------------------------------------------------------------------------------------------------------------
Expenses:
Mortality and
expense
undertakings (8,392,819) (4,800,498) (17,547,166) (3,598,050) (2,828,107)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net investment
income (loss) 2,171,721 (3,303,640) 48,517,996 9,521,536 12,441,593
- - ----------------------------------------------------------------------------------------------------------------------------------
Capital gains
income 0 0 0 0 0
- - ----------------------------------------------------------------------------------------------------------------------------------
Net realized
and
unrealized
gain (loss)
on
investments:
- - ----------------------------------------------------------------------------------------------------------------------------------
Net realized
gain(loss) on
security
transactions (998,237) (493,827) (248,930) (68,141) 120,714
- - ----------------------------------------------------------------------------------------------------------------------------------
Net unrealized
appreciation
(depreciation)
of
investments
during the
period 177,560 (6,333,248) (62,935,036) (19,607,592) (17,013,415)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net
gains(losses)
on
investments (820,677) (6,827,075) (63,184,966) (19,675,733) (16,892,701)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease)
in net
assets
resulting
from
operations: $1,351,044 $(10,130,715) $(14,665,970) $(10,154,197) $(4,451,108)
- - ----------------------------------------------------------------------------------------------------------------------------------

</TABLE>

THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS

<PAGE>

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT--HARTFORD LIFE INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS
- - ----------------------------------------------------------------------------------------------------------------------------------
For the Year Voyager Global Growth Global Asset High Yield
Ended Fund Growth and Income Allocation Fund
December 31, Sub-Account Fund Fund Fund Sub-Account
1994 Sub-Account Sub-Account Sub-Account
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operations:
Net
Investment
income
(loss) $ 2,171,721 $ (3,303,640) $48,517,996 $ 9,521,536 $ 12,441,593
- - ----------------------------------------------------------------------------------------------------------------------------------
Capital gains
income 0 0 0 0 0
- - ----------------------------------------------------------------------------------------------------------------------------------
Net realized
gain(loss)
on security
transactions (998,237) (493,827) (248,930) (68,141) 120,714
- - ----------------------------------------------------------------------------------------------------------------------------------
Net unrealized
appreciation
(depreciation)
of
investments
during the
period 177,560 (6,333,248) (62,935,036) (19,607,592) (17,013,415)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease) in
net assets
resulting
from
operations 1,351,044 (10,130,715) (14,665,970) (10,154,197) (4,451,108)
- - ----------------------------------------------------------------------------------------------------------------------------------
Unit
transactions
- - ----------------------------------------------------------------------------------------------------------------------------------
Purchases 168,733,919 124,079,785 296,721,145 64,078,344 53,058,444
- - ----------------------------------------------------------------------------------------------------------------------------------
Net transfers 26,090,652 60,124,645 46,773,244 10,727,780 (33,290,619)
- - ----------------------------------------------------------------------------------------------------------------------------------
Surrenders (24,508,474) (14,709,256) (66,764,997) (14,430,312) (14,911,789)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net annuity
transactions 929,652 1,035,986 343,877 203,869 112,614
- - ----------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease) in
net assets
resulting
from unit
transactions 171,245,749 170,531,160 277,073,269 60,579,681 4,968,650
- - ----------------------------------------------------------------------------------------------------------------------------------
Total increase
(decrease) in
net assets 172,596,793 160,400,445 262,407,299 50,425,484 517,542
- - ----------------------------------------------------------------------------------------------------------------------------------
Net assets
- - ----------------------------------------------------------------------------------------------------------------------------------
Beginning of
period 519,067,637 238,786,756 1,092,986,052 219,934,585 200,129,934
- - ----------------------------------------------------------------------------------------------------------------------------------
End of
period $691,664,430 $399,187,201 $1,355,393,351 $270,360,069 $200,647,476
- - ----------------------------------------------------------------------------------------------------------------------------------

- - ----------------------------------------------------------------------------------------------------------------------------------
For the U.S. New Money Utilities Diversified
Year Government Opportunities Market Growth and Income Fund
Ended and High Fund Fund Income Fund Sub-Account
December 31, Quality Sub-Account Sub-Account Sub-Account
1994 Bond Fund
Sub-Account
- - ----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operations:
Net
Investment
income (loss) 31,397,654 $ (148,114) 4,662,906 $ 8,227,650 (950,931)
- - -----------------------------------------------------------------------------------------------------------------------------------
Capital gains
income 0 0 0 0 0
- - ----------------------------------------------------------------------------------------------------------------------------------
Net realized
gain(loss)
on security
transactions (4,808,609) 74,005 0 (2,055,843) (3,968)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net unrealized
appreciation
(depreciation)
of
investments
during the
period (54,162,583) 1,786,857 0 (31,254,025) (5,318,331)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease) in
net assets
resulting
from
operations (27,573,538) 1,712,748 4,662,906 (25,082,218) (6,273,230)
- - ----------------------------------------------------------------------------------------------------------------------------------
Unit
transactions
- - ----------------------------------------------------------------------------------------------------------------------------------
Purchases 85,073,270 16,607,482 75,790,313 49,020,306 84,190,831
- - ----------------------------------------------------------------------------------------------------------------------------------
Net transfers (107,354,862) 21,592,177 20,688,427 (67,615,529) 12,766,618
- - ----------------------------------------------------------------------------------------------------------------------------------
Surrenders (44,927,238) (430,717) (21,225,538) (15,745,189) (6,832,527)
- - ----------------------------------------------------------------------------------------------------------------------------------
Net annuity
transactions 148,139 105,064 (11,125) 184,267 107,048
- - ----------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease) in
net assets
resulting
from unit
transactions (67,060,691) 37,874,006 75,242,077 (34,156,145) 90,231,970
- - ----------------------------------------------------------------------------------------------------------------------------------
Total increase
(decrease) in
net assets (94,634,229) 39,586,754 79,904,983 (59,238,363) 83,958,740
- - ----------------------------------------------------------------------------------------------------------------------------------
Net assets
- - ----------------------------------------------------------------------------------------------------------------------------------
Beginning of
period 615,727,312 0 112,204,728 310,880,255 45,112,222
- - ----------------------------------------------------------------------------------------------------------------------------------
End of
period $521,093,083 $39,586,754 $192,109,711 $251,641,892 $129,070,962
- - ----------------------------------------------------------------------------------------------------------------------------------
<FN>
*From inception May 2, 1994 to December 31, 1994

</TABLE>

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

<PAGE>

PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT--HARTFORD INSURANCE COMPANY

STATEMENT OF CHANGES IN NET ASSETS

- - ------------------------------------------------------------------------------------------------------------------------------
For the Year Voyager Global Growth Global Asset High Yield
Ended Fund Growth and Income Allocation Fund
December 31, Sub-Account Fund Fund Fund Sub-Account
1993 Sub-Account Sub-Account Sub-Account
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Operations:
Net
investment
income (loss) $ (4,269,359) $ (563,692) $ 10,532,523 $ 3,260,912 $ 6,050,391
- - ------------------------------------------------------------------------------------------------------------------------------
Capital gains
income 4,674,976 0 $ 9,868,453 2,571,761 $ 0
- - ------------------------------------------------------------------------------------------------------------------------------
Net realized
gain (loss)
on security
transactions (646,746) (22,024) (68,913) 8,188 282,070
- - ------------------------------------------------------------------------------------------------------------------------------
Net 67,224,633 37,202,720 75,857,655 17,587,019 18,318,026
unrealized
appreciation
(depreciation)
of
investments
during the
period
- - ------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease)
in net assets
resulting
from
operations 66,983,504 36,617,004 96,189,718 23,427,880 24,650,487
- - ------------------------------------------------------------------------------------------------------------------------------
Unit
transactions:
- - ------------------------------------------------------------------------------------------------------------------------------
Purchases 160,398,383 76,138,180 391,946,381 66,054,692 69,603,364
- - ------------------------------------------------------------------------------------------------------------------------------
Net
transfers 8,452,687 52,305,152 43,478,620 14,179,716 6,516,084
- - ------------------------------------------------------------------------------------------------------------------------------
Surrenders (14,470,129) (5,563,729) (35,736,508) (10,032,248) (8,205,218)
- - ------------------------------------------------------------------------------------------------------------------------------
Net annuity
transactions 895,977 303,644 1,070,607 47,875 170,560
- - ------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease)
in net assets
resulting
from unit
transactions 155,276,918 123,183,247 400,759,100 70,250,035 68,084,790
- - ------------------------------------------------------------------------------------------------------------------------------

Total increase
(decrease)
in net assets 222,260,422 159,800,251 496,948,818 93,677,915 92,735,277
- - ------------------------------------------------------------------------------------------------------------------------------
Net assets:
- - ------------------------------------------------------------------------------------------------------------------------------
Beginning of
period 296,807,215 78,986,505 596,037,234 126,256,670 107,394,657
- - ------------------------------------------------------------------------------------------------------------------------------
End of $ 519,067,637 $ 238,786,756 $1,092,986,052 $ 219,934,585 $ 200,129,934
period
- - ------------------------------------------------------------------------------------------------------------------------------

<FN>

*From Inception, September 15, 1993 to December 31, 1993.
</TABLE>

STATEMENT OF CHANGES IN NET ASSETS

- - ------------------------------------------------------------------------------------------------------------------------------
For the Year Ended U.S. Government Money Utilities Diversified
Ended and High Market Growth and Income Fund
December 31, Quality Fund Income Fund Sub-Account*
1993 Bond Fund Sub-Account Sub-Account
Sub-Account
- - ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Operations:
Net
investment
income (loss) $ 15,112,437 $ 1,306,206 $ (1,478,098) $ (74,016)
- - ------------------------------------------------------------------------------------------------------------------------------
Capital gains
income 2,022,047 0 201,422 0
- - ------------------------------------------------------------------------------------------------------------------------------
Net realized
gain (loss)
on security
transactions 18,448 0 (50,925) 0
- - ------------------------------------------------------------------------------------------------------------------------------
Net 26,548,485 0 12,677,034 632,120
unrealized
appreciation
(depreciation)
of
investments
during the
period
- - ------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease)
in net assets
resulting
from
operations 43,701,417 1,306,206 11,349,433 558,104
- - ------------------------------------------------------------------------------------------------------------------------------
Unit
transactions:
- - ------------------------------------------------------------------------------------------------------------------------------
Purchases 230,624,766 58,210,083 220,627,705 30,257,576
- - ------------------------------------------------------------------------------------------------------------------------------
Net
transfers (38,137,228) (39,601,835) 21,252,865 14,389,599
- - ------------------------------------------------------------------------------------------------------------------------------
Surrenders (30,365,479) (10,114,557) (5,605,017) (93,057)
- - ------------------------------------------------------------------------------------------------------------------------------
Net annuity
transactions 81,528 (12,916) 13,284 0
- - ------------------------------------------------------------------------------------------------------------------------------
Net increase
(decrease)
in net assets
resulting
from unit
transactions 162,203,587 8,480,775 236,288,837 44,554,118
- - ------------------------------------------------------------------------------------------------------------------------------
Total increase
(decrease)
in net assets 205,905,004 9,786,981 247,638,270 45,112,222
- - ------------------------------------------------------------------------------------------------------------------------------
Net assets:
- - ------------------------------------------------------------------------------------------------------------------------------
Beginning of
period 409,822,308 102,417,747 63,241,985 0
- - ------------------------------------------------------------------------------------------------------------------------------
End of $ 615,727,312 $ 112,204,728 $ 310,880,255 $ 45,112,222
period
- - ------------------------------------------------------------------------------------------------------------------------------

<FN>

*From Inception, September 15, 1993 to December 31, 1993

</TABLE>

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

17
<PAGE>

PUTMAN CAPITAL MANAGER TRUST SEPARATE ACCOUNT--HARTFORD LIFE INSURANCE COMPANY

NOTES TO FINANCIAL STATEMENTS
December 31, 1994

1. ORGANIZATION:

Putman Capital Manager Trust Separate Account (the Account) is a separate
investment account with 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.

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). Cost of investments sold is
determined on the basis of identified cost. Dividend and capital gains income
are accrued as of the ex-dividend date.

B) SECURITY VALUATION The investment in shares of the Funds is
valued at the closing net asset value per share as determined by the
appropriate Fund as of December 31, 1994.

C) 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.

3. ADMINISTRATION OF THE ACCOUNT AND RELATED CHARGES:

A) MORTALITY AND EXPENSE UNDERTAKINGS The Company, as issuer of variable
annuity contracts, provides the mortality and expense undertakings and, with
respect to the Account, receives a maximum annual fee of 1.25% of the Account's
average daily net assets. The Company also provides administrative services and
receives an annual fee of 0.15% of the Account's average daily net assets.

B) DEDUCTION OF ANNUAL MAINTENANCE FEE Annual maintenance fees are deducted
through termination of units of interest from applicable contract owners'
accounts, in accordance with the terms of the contracts.

<PAGE>

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To Hartford Life Insurance Company and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Hartford Life
Insurance Company (a Connecticut corporation and wholly-owned subsidiary of
Hartford Life and Accident Insurance Company) and subsidiaries as of December
31, 1994 and 1993, and the related consolidated statements of income,
stockholder's equity and cash flow for each of the three years in the period
ended December 31, 1994. These consolidated financial statements and the
schedules referred to below are the responsibility of the Company's management.
Our responsibility is to express an opinion on these consolidated 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 consolidated financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated 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 consolidated financial position of
Hartford Life Insurance Company and subsidiaries as of December 31, 1994 and
1993, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1994 in conformity with generally
accepted accounting principles.

As discussed in the accompanying notes to the consolidated financial statements,
the Company adopted new accounting standards promulgated by the Financial
Accounting Standards Board, changing its methods of accounting, as of January 1,
1994, for debt and equity securities, and, effective January 1, 1992, for
postretirement benefits other than pensions and postemployment benefits.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedules listed in the
Index to Consolidated Financial Statements and Schedules are presented for
purposes of complying with the Securities and Exchange Commission's rules and
are not a required part of the basic consolidated financial statements. These
schedules have been subjected to the auditing procedures applied in the audits
of the basic consolidated 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 consolidated financial statements taken as a
whole.

ARTHUR ANDERSEN LLP

Hartford, Connecticut
January 30, 1995

F-2

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(IN MILLIONS)

FOR THE YEARS ENDED DECEMBER 31,

1994 1993 1992
<S> <C> <C> <C>
REVENUES:
Premiums and other considerations $1,100 $ 747 $ 259
Net investment income 1,292 1,051 907
Net realized gains on investments 7 16 5
------ ------ ------
2,399 1,814 1,171

BENEFITS, CLAIMS AND EXPENSES:
Benefits, claims and claim
adjustment expenses 1,405 1,046 797
Amortization of deferred policy
acquisition costs 145 113 55
Dividends to policyholders 419 227 47
Other insurance expenses 227 210 138
------ ------ ------
2,196 1,596 1,037

INCOME BEFORE INCOME TAX AND
CUMULATIVE EFFECT OF CHANGES IN
ACCOUNTING PRINCIPLES 203 218 134
Income tax expense 65 75 45
------ ------ ------

INCOME BEFORE CUMULATIVE EFFECT OF
CHANGES IN ACCOUNTING PRINCIPLES 138 143 89

Cumulative effect of changes in
accounting principles net of tax benefit of $7 - - (13)
------ ------ ------

NET INCOME $ 138 $ 143 $ 76
------ ------ ------
------ ------ ------
</TABLE>

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

F-3

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(IN MILLIONS)
<TABLE>
<CAPTION>

AS OF DECEMBER 31,
1994 1993
-------- --------
<S> <C> <C>
ASSETS

Investments:
Fixed maturities, available for sale, at fair
value in 1994 and at amortized cost in 1993
(amortized cost, $14,464 in 1994; fair
value, $12,845 in 1993) $13,429 $12,597
Equity securities, at fair value 68 90
Mortgage loans, at outstanding principal balance 316 228
Policy loans, at outstanding balance 2,614 1,397
Other investments 107 40
------- -------
16,534 14,352

Cash 20 1
Premiums and amounts receivable 160 327
Reinsurance recoverable 5,466 5,532
Accrued investment income 378 241
Deferred policy acquisition costs 1,809 1,334
Deferred income tax 590 114
Other assets 83 101
Separate account assets 22,809 16,284
------- -------
$47,849 $38,286
------- -------
------- -------

LIABILITIES AND STOCKHOLDER'S EQUITY

Future policy benefits $1,890 $1,659
Other policyholder funds 21,328 18,234
Other liabilities 1,000 916
Separate account liabilities 22,809 16,284
------- -------
47,027 37,093

Common stock - authorized 1,000 shares, $5,690
par value, issued and outstanding 1,000 shares 6 6
Capital surplus 826 676
Unrealized losses on securities, net of tax (654) (5)
Retained earnings 644 516
------- -------
822 1,193
------- -------
$47,849 $38,286
------- -------
------- -------
</TABLE>

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

F-4

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
(IN MILLIONS)

UNREALIZED
GAINS(LOSSES) TOTAL
COMMON CAPITAL ON RETAINED STOCKHOLDER'S
STOCK SURPLUS SECURITIES EARNINGS EQUITY
----- ------- ---------- -------- ------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 1991 $ 6 $ 439 $ 1 $ 297 $ 743
Net Income 76 76
Capital Contribution - 25 - - 25
Excess of assets over liabilities on
reinsurance assumed from affiliate - 34 - - 34
Change in unrealized losses on equity
securities, net of tax - - (1) - (1)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1992 6 498 0 373 877
------ ------- ------- ------- -------
Net Income - - - 143 143
Capital Contribution - 180 - - 180
Excess of assets over liabilities on
reinsurance assumed from affiliate - (2) - - (2)
Change in unrealized losses on equity
securities, net of tax - - (5) - (5)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1993 6 676 (5) 516 1,193
------ ------- ------- ------- -------
Net Income - - - 138 138
Capital Contribution - 150 - - 150
Dividends Paid - - - (10) (10)
Change in unrealized losses on securities,
net of tax * - - (649) - (649)
------ ------- ------- ------- -------
BALANCE, DECEMBER 31, 1994 $ 6 $ 826 $ (654) $ 644 $ 822
------ ------- ------- ------- -------
------ ------- ------- ------- -------
<FN>

* The 1994 change in unrealized losses on securities, net of tax, includes a
gain of $91 due to adoption of SFAS #115 as discussed in note 1b to the
consolidated financial statements.
</TABLE>

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

F-5

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASHFLOW
(IN MILLIONS)

<TABLE>
<CAPTION>
FOR THE YEARS ENDED DECEMBER 31,
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
OPERATING ACTIVITIES:
NET INCOME $ 138 $ 143 $ 76
Cumulative effect of accounting changes - - 13
Adjustments to net income:
Net realized investment gains before tax (7) (16) (5)
Net policyholder investment losses
(gains) before tax 5 (15) (15)
Net deferred policy acquisition costs (441) (292) (278)
Net amortization of premium (discount) on
fixed maturities 41 2 (16)
Deferred income tax benefits (128) (121) (14)
(Increase) decrease in premiums and
amounts receivable 10 (28) (14)
Increase in accrued investment income (106) (4) (116)
Decrease(increase) in other assets 101 (36) 88
Decrease(increase) in reinsurance
recoverable 75 (121) 0
Increase in liability for future policy
benefits 224 360 527
Increase in other liabilities 191 176 92
-------- --------- --------
CASH PROVIDED BY OPERATING ACTIVITIES 103 48 338
-------- --------- --------
INVESTING ACTIVITIES:
Purchases of fixed maturity investments (9,127) (12,406) (8,948)
Proceeds from sales of fixed maturity
investments 5,708 8,813 5,728
Maturities and principal paydowns of
long-term investments 1,931 2,596 1,207
Net purchases of other investments (1,338) (206) (106)
Net sales (purchases) of short-term
investments 135 (564) 221
-------- --------- --------
CASH USED FOR INVESTING ACTIVITIES (2,691) (1,767) (1,898)
-------- --------- --------
FINANCING ACTIVITIES:
Net receipts from investment and UL-type
contracts credited to policyholder account
balances 2,467 1,513 1,512
Capital contribution 150 180 25
Excess of assets over liabilities on
reinsurance assumed from affiliate - - 34
Dividends paid (10) - -
-------- --------- --------
CASH PROVIDED BY FINANCING
ACTIVITIES 2,607 1,693 1,571
-------- --------- --------
NET INCREASE(DECREASE) IN CASH 19 (26) 11
Cash at beginning of period 1 27 16
-------- --------- --------
CASH AT END OF PERIOD $ 20 $ 1 $ 27
-------- --------- --------
-------- --------- --------
</TABLE>

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

F-6

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLAR AMOUNTS IN MILLIONS)

1. SIGNIFICANT ACCOUNTING POLICIES

(A) BASIS OF PRESENTATION:

These consolidated financial statements include Hartford Life
Insurance Company (the Company or HLIC) and its wholly-owned
subsidiaries, ITT Hartford Life and Annuity Company (ILA) and ITT
Hartford International Life Reassurance Corporation (HLR), formerly
American Skandia Life Reinsurance Corporation. HLIC is a wholly-owned
subsidiary of Hartford Life and Accident Insurance Company (HLA).
The Company is ultimately owned by Hartford Fire Insurance Company
(Hartford Fire), which is ultimately owned by ITT Hartford Group,
Inc., a subsidiary of ITT Corporation (ITT).

The consolidated financial statements are prepared in conformity with
generally accepted accounting principles which differ in certain
material respects from the accounting practices prescribed or
permitted by various insurance regulatory authorities.

Certain reclassifications have been made to prior year financial
statements to conform to current year classifications.

(B) CHANGES IN ACCOUNTING PRINCIPLES:

Effective January 1, 1992, the Company adopted Statement of Financial
Accounting Standards (SFAS)No. 106, "Employers' Accounting for
Postretirement Benefits Other than Pensions" and SFAS No. 112,
Employers' Accounting for Postemployment Benefits", using the
immediate recognition method. Accordingly, a cumulative adjustment
(through December 31, 1991) of $7 after-tax has been recognized at
January 1, 1992.

Effective January 1, 1994, the Company adopted SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities".
The new standard requires, among other things, that fixed maturities
be classified as "held-to-maturity", "available-for-sale" or "trading"
based on the Company's intentions with respect to the ultimate
disposition of the security and its ability to effect those
intentions. The classification determines the appropriate accounting
carrying value (cost basis or fair value) and, in the case of fair
value, whether the adjustment impacts Stockholder's Equity directly or
is reflected in the Consolidated Statements of Income. Investments in
equity securities had previously been recorded at fair value with the
corresponding impact included in Stockholder's Equity. Under SFAS No.
115, the Company's fixed maturities are classified as "available for
sale" and accordingly, these investments are reflected at fair value
with the corresponding impact included as a component of Stockholder's
Equity designated as "Unrealized Loss on Securities, Net of Tax."
As with the underlying investment security, unrealized gains and
losses on derivative financial instruments are considered in
determining the fair value of the portfolios. The impact of adoption
was an increase to stockholder's equity of $91.

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

Revenues for universal life policies and investment products consist
of policy charges for the cost of insurance,

F-7

<PAGE>

policy administration and surrender charges assessed to policy account
balances. Premiums for traditional life insurance policies are
recognized as revenues when they are due from policyholders. Deferred
acquisition costs are amortized using the retrospective deposit method
for universal life and other types of contracts where the payment
pattern is irregular or surrender charges are a significant source of
profit and the prospective deposit method is used where investment
margins are the primary source of profit.

(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, mortality and morbidity assumptions which vary by
plan, year of issue and policy durations and include a provision for
adverse deviation. Liabilities for universal life insurance and
investment products represent policy account balances before
applicable surrender charges.

(E) POLICYHOLDER REALIZED GAINS AND LOSSES:

Realized gains and losses on security transactions associated with the
Company's immediate participation guaranteed contracts are excluded
from revenues, 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.

(F) DEFERRED POLICY ACQUISITION COSTS:

Policy acquisition costs, including commissions and certain
underwriting expenses associated with acquiring traditional life
insurance products, are deferred and amortized over the lesser of the
estimated or actual contract life. For universal life insurance and
investment products, acquisition costs are being amortized generally
in proportion to the present value of expected gross profits from
surrender charges, investment, mortality and expense margins.

(G) INVESTMENTS:

Investments in fixed maturities are classified as available for sale
and accordingly reflected at fair value with the corresponding impact
of unrealized gains and losses, net of tax, included as a component of
stockholder's equity. Securities and derivative instruments,
including swaps, caps, floors, futures, forward commitments and
collars, are based on dealer quotes or quoted market prices for the
same or similar securities. While the Company has the ability and
intent to hold all fixed income securities until maturity, due to
contract obligations, interest rates and tax laws, portfolio activity
occurs. These trades are motivated by the need to optimally position
investment portfolios in reaction to movements in capital markets or
distribution of policyholder liabilities. When an other than temporary
reduction in the value of publicly traded securities occurs, the
decrease is reported as a realized loss and the carrying value is
adjusted accordingly. Real estate is carried at cost less accumulated
depreciation. Equity securities, which include common stocks, are
carried at market value with the after-tax difference from cost
reflected in stockholder's equity. Realized investment gains and
losses, after deducting life and pension policyholders share are
reported as a component of revenue and are determined on a specific
identification basis.

(H) DERIVATIVE FINANCIAL INSTRUMENTS

The Company uses a variety of derivative financial instruments as part
of an overall risk management strategy. These instruments, including
swaps, caps, collars and exchange traded financial futures, 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
financial instruments for trading purposes. The Company's minimum
correlation threshold for hedge designation is 80%. If correlation,
which is assessed monthly and measured based on a rolling three month
average, falls below 80%, hedge accounting will be terminated. Gains
or losses on futures purchased in anticipation of the future receipt
of product cash flows are deferred and, at the time of the ultimate
purchase, reflected as a basis adjustment to the purchased asset.
Gains or losses on futures used in invested asset risk management are
deferred and adjusted into the basis of the hedged asset when the
contract is closed. The basis adjustments are amortized into
investment income over the remaining asset life.

F-8

<PAGE>

Open forward commitment contracts are marked to market through
Stockholder's Equity. Such contracts are recorded at settlement by
recording the purchase of the specified securities at the previously
committed price. Gains or losses resulting from the termination of
the forward commitment contracts before the delivery of the securities
are recognized immediately in the income statement as a component of
investment income.

The Company's accounting for interest rate swaps and purchased or
written caps, floors, and options used to manage risk is in accordance
with the concepts established in SFAS 80, "Accounting for Futures
Contracts", the American Institute of Certified Public Accountants
Statement of Position 86-2, "Accounting for Options" and various EITF
pronouncements, except for written options which are written in all
cases in conjunction with other assets and derivatives as part of an
overall risk management strategy. Such synthetic instruments are
accounted for as hedges. Derivatives, used as part of a risk
management strategy, must be designated at inception and have
consistency of terms between the synthetic instrument and the
financial instrument being replicated. Synthetic instrument
accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is
intended to replicate. Interest rate swaps and purchased or written
caps, floors and options which fail to meet management criteria are
accounted for at fair market value with the impact reflected in net
income.

Interest rate swaps involve the periodic exchange of payments without
the exchange of underlying principal or notional amounts. Net
payments are recognized as an adjustment to income. Should the swap
be terminated, the gains or losses are adjusted into the basis of the
asset or liability and amortized over the remaining life. The basis
of the underlying asset or liability is adjusted to reflect changing
market conditions such as prepayment experience. Should the asset be
sold or liability terminated, the gains or losses on the terminated
position are immediately recognized in earnings. Interest rate swaps
purchased in anticipation of an asset purchase ("anticipatory
transaction") are recognized consistent with the underlying asset
components. That is, the settlement component is recognized in the
Statement of Income while the change in market is recognized as an
unrealized 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,
as well as the net payments, 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.

Forward exchange contracts and foreign currency swaps are accounted
for in accordance with SFAS 52. Changes in the spot rate of
instruments designated as hedges of the net investment in a foreign
subsidiary are reflected in the cumulative translation adjustment
component of stockholder's equity.

(I) RELATED PARTY TRANSACTIONS:

Transactions of the Company with its parent and affiliates relate
principally to tax settlements, insurance coverage, rental and service
fees and 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 expenses, are initially paid by Hartford Fire. Direct
expenses are allocated to the Company using specific identification
and indirect expenses are allocated using other applicable methods.

The rent paid to Hartford Fire for the space occupied by the Company
was $3 in 1994, 1993, and 1992 respectively. The Company expects to
pay rent of $3 in 1995, 1996, 1997,1998, and 1999 respectively and
$60 thereafter, over the contract life of the lease.

See also Note (4) for the related party coinsurance agreements.

F-9

<PAGE>

2. INVESTMENTS

(A) COMPONENTS OF NET INVESTMENT INCOME:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Interest income $1,247 $1,007 $894
Income from other investments 54 53 15
------ ------ ------
GROSS INVESTMENT INCOME 1,301 1,060 909
Less: investment expenses 9 9 2
------ ------ ------
NET INVESTMENT INCOME $1,292 $1,051 $907
------ ------ ------
------ ------ ------
</TABLE>

(B) UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross unrealized gains $ 2 $ 3 $ 2
Gross unrealized losses (11) (11) (2)
Deferred income tax expense (benefit) (3) (3) 0
------ ------ ------
NET UNREALIZED LOSSES AFTER TAX (6) (5) 0
Balance at beginning of year (5) 0 1
------ ------ ------
CHANGE IN NET UNREALIZED LOSSES ON
EQUITY SECURITIES $ (1) $ (5) $(1)
------ ------ ------
------ ------ ------
</TABLE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross unrealized gains $ 150 $ 538 $ 521
Gross unrealized losses (1,185) (290) (302)
-------- ------ ------
NET UNREALIZED (LOSSES) GAINS (1,035) 248 219
Unrealized losses credited to policyholders 37 0 0
Deferred income tax expense (benefit) (350) 87 75
-------- ------ ------
NET UNREALIZED (LOSSES) GAINS AFTER TAX (648) 161 144
Balance at beginning of year 161 144 297
-------- ------ ------
CHANGE IN NET UNREALIZED (LOSSES)GAINS ON
FIXED MATURITIES $ (809) $ 17 $(153)
-------- ------ ------
-------- ------ ------
</TABLE>

(D) COMPONENTS OF NET REALIZED GAINS:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Fixed maturities $(34) $(12) $20
Equity securities (11) 0 3
Real estate and other 47 43 (3)
Less: (decrease)increase in liability
to policyholders for realized gains (5) 15 15
------ ------ ------
NET REALIZED GAINS $ 7 $ 16 $ 5
------ ------ ------
------ ------ ------
</TABLE>

F-10

<PAGE>

(E) DERIVATIVE INVESTMENTS:

A summary of investments, segregated by major category along with the
types of derivatives and their respective notional amounts, are as
follows as of December 31, 1994 :

<TABLE>
<CAPTION>
SUMMARY OF INVESTMENTS
AS OF DECEMBER 31, 1994
(CARRYING AMOUNTS)

ISSUED CAPS, PURCHASED
TOTAL CARRYING NON- FLOORS & CAPS, FLOORS FUTURES SWAPS
VALUE DERIVATIVE OPTIONS (B) & OPTIONS (C) (D) (F)
-------------- ---------- ------------ ------------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Asset Backed Securities $5,670 $5,690 $(31) $24 $0 $(13)
Inverse Floaters (A) 474 482 (9) 4 0 (3)
Anticipatory (E) (30) 0 0 2 0 (32)
-------- ------- ------ ------ ------ ------
TOTAL ASSET BACKED SECURITIES 6,114 6,172 (40) 30 0 (48)

Other Bonds and Notes 6,533 6,606 0 0 0 (73)

Short-Term Investments 782 782 0 0 0 0
-------- ------- ------ ------ ------ ------
TOTAL FIXED MATURITIES 13,429 13,560 (40) 30 0 (121)

Other Investments 3,105 3,105 0 0 0 0
-------- ------- ------ ------ ------ ------

TOTAL INVESTMENTS $16,534 $16,665 $(40) $30 $0 $(121)
-------- ------- ------ ------ ------ ------
-------- ------- ------ ------ ------ ------
</TABLE>

SUMMARY OF INVESTMENTS IN DERIVATIVES
AS OF DECEMBER 31, 1994
(NOTIONAL AMOUNTS)

<TABLE>
<CAPTION>
ISSUED CAPS, PURCHASED
TOTAL NOTIONAL FLOORS, & CAPS, FLOORS, FUTURES SWAPS
AMOUNT OPTIONS (B) & OPTIONS (C) (D) (F)
-------------- ------------ ------------- -------- ------
<S> <C> <C> <C> <C> <C>
Asset Backed Securities $4,244 $1,311 $2,546 $75 $312
Inverse Floaters (A) 1,129 277 63 3 786
Anticipatory (E) 835 0 209 101 525
------- ------- ------- ------- -------
TOTAL ASSET BACKED 6,208 1,588 2,818 179 1,623

Other Bonds and Notes 670 0 72 74 524

Short-Term Investments 0 0 0 0 0
------- ------- ------- ------- -------
TOTAL FIXED MATURITIES 6,878 1,588 2,890 253 2,147

Other Investments 16 0 3 0 13
------- ------- ------- ------- -------

TOTAL INVESTMENTS $6,894 $1,588 $2,893 $253 $2,160
------- ------- ------- ------- -------
------- ------- ------- ------- -------
</TABLE>

F-11

<PAGE>

A summary of the notional and fair value of derivatives with off Balance Sheet
risk as of December 31, 1993 is as follows:

ISSUED SWAPS, CAPS
FLOORS AND COLLARS FUTURES FORWARDS TOTAL
------------------ ------- -------- -----
<S> <C> <C> <C> <C>
Notional $7,015 $1,792 $91 $8,898
Fair Value $(4) $0 $1 $(3)
</TABLE>

(A) Inverse floaters, which are variations of CMO's for which the coupon
rates move inversely with an index rate (e.g. 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 and issued floors.

(B) Comprised primarily of caps ($1,459) with a weighted average strike
rate of 7.7% (ranging from 6.8% to 10.2%). Over 70% mature in 1997
and 1998. Issued floors total $125 with a weighted average strike
rate of 8.3% and mature in 2004.

(C) Comprised of purchased floors ($1,856), purchased options and collars
($633) and purchased caps ($404). The floors have a weighted average
strike price of 5.8% (ranging from 4.8% and 6.6%) and over 85% mature
in 1997 and 1998. The options and collars generally mature in 1995
and 2002. The caps have a weighted average strike price of 7.2%
(ranging from 4.5% and 8.9%) and over 66% mature in 1997 through
1999.

(D) Over 95% of futures contracts expire before December 31, 1995.

(E) Deferred gains and losses on anticipatory transactions are included in
the carrying value of bond investments in the consolidated balance
sheets. At the time of the ultimate purchase, they are reflected as
a basis adjustment to the purchased asset. At December 31, 1994,
these were $(33) million in net deferred losses for futures, interest
rate swaps and purchased options.

(F) The following table summarizes the maturities of interest rate and
foreign currency swaps outstanding at December 31, 1994 and the
related weighted average interest pay rate or receive rate assuming
current market conditions:

MATURITY OF SWAPS ON INVESTMENTS AS OF DECEMBER 31, 1994
<TABLE>
<CAPTION>

MATURITY
DERIVATIVE TYPE 1995 1996 1997 1998 1999 2000+ TOTAL LAST
--------------- ---- ---- ---- ---- ---- ----- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INTEREST RATE SWAPS:
PAY FIXED/RECEIVE VARIABLE:
Notional Value $0 $15 $50 $0 $446 $268 $779 2004
Weighted Average Pay Rate 0.0% 5.0% 7.2% 0.0% 8.2% 7.8% 7.9%
Weighted Average Receive Rate 0.0% 6.4% 5.7% 0.0% 7.5% 6.5% 7.0%
PAY VARIABLE/RECEIVE FIXED:
Notional Value $311 $50 $100 $25 $175 $100 $761 2002
Weighted Average Pay Rate 5.1% 5.3% 5.5% 5.3% 5.4% 6.0% 5.4%
Weighted Average Receive Rate 8.0% 8.0% 7.5% 4.0% 4.5% 7.2% 6.9%
PAY VARIABLE/RECEIVE DIFFERENT VARIABLE:
Notional Value $95 $50 $18 $15 $5 $232 $415 2005
Weighted Average Pay Rate 4.2% 6.4% 6.8% 6.2% 0.0% 6.0% 5.7%
Weighted Average Receive Rate 9.1% 6.3% 9.5% 6.4% 0.0% 6.3% 7.1%
TOTAL INTEREST RATE SWAPS $406 $115 $168 $40 $626 $600 $1,955 2004
Total Weighted Average Pay Rate 4.9% 5.7% 6.1% 5.6% 7.4% 6.8% 6.5%
Total Weighted Average Receive Rate 8.2% 7.1% 7.2% 4.9% 6.7% 6.5% 7.0%
FOREIGN CURRENCY SWAPS $35 $46 $29 $15 $10 $70 $205 2002
TOTAL SWAPS $441 $161 $197 $55 $636 $670 $2,160 2005
</TABLE>

F-12

<PAGE>

In addition to risk management through derivative financial
instruments pertaining to the investment portfolio, interest rate
sensitivity related to certain Company liabilities was altered
primarily through interest rate swap agreements. The notional amount
of the liability agreements in which the Company generally pays one
variable rate in exchange for another, was $1.7 billion and $1.3
billion at December 31, 1994 and 1993 respectively. The weighted
average pay rate is 6.2%; the weighted average receive rate is 6.6% ,
and these agreements mature at various times through 2004.

(F) CONCENTRATION OF CREDIT RISK:
The Company has a reinsurance recoverable of $4.4 billion from
Mutual Benefit Life Assurance Corporation (Mutual Benefit). The risk
of Mutual Benefit becoming insolvent is mitigated by the reinsurance
agreement's requirement that the assets be kept in a security trust
with the Company as sole beneficiary. Excluding investments in U.S.
government and agencies, the Company has no other significant
concentrations of credit risk.

The Company currently owns $39.2 million par value of Orange County,
California Pension Obligation Bonds, $17.1 million of which it
continues to carry as available for sale under FASB 115 and $22.1
million which are included in the Separate Account Assets. While
Orange County is currently operating under Protection of Chapter 9 of
the Federal Bankruptcy Laws, the Company believes it is probable that
it will collect all amounts due under the contractual terms of the
bonds and that the bonds are not permanently or other than temporarily
impaired.

As of December 31, 1994 the Company owned $66.1 million of Mexican
bonds, $52.3 million of which are payable in Mexican pesos but are
fully hedged back to U.S. dollars, and $13.8 million of U.S. Dollar
Denomination Mexican bonds. The primary risks associated with these
securities is a default by the Mexican government or imposition of
currency controls that prevent conversion of Mexican pesos to U.S.
dollars. The Company believes both of these risks are remote.

(G) FIXED MATURITIES:
The schedule below details the amortized cost and fair values of the
Company's fixed maturities by component, along with the gross
unrealized gains and losses:

1994
----
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 $1,516 $1 $(87) $1,430
- - - guaranteed and sponsored
- asset backed 4,256 78 (571) 3,763
States, municipalities and
political subdivisions 148 1 (12) 137
International governments 189 1 (14) 176
Public utilities 531 1 (32) 500
All other corporate 3,717 38 (297) 3,458
All other corporate
- asset backed 2,442 30 (121) 2,351
Short-term investments 1,665 0 (51) 1,614
------- ----- -------- -------
TOTAL $14,464 $150 $(1,185) $13,429
------- ----- -------- -------
------- ----- -------- -------
</TABLE>

F-13

1993
----
GROSS GROSS
AMORTIZED UNREALIZED UNREALIZED FAIR
COST GAINS LOSSES VALUE
--------- ---------- ---------- ------
<S> <C> <C> <C> <C>
U.S. Government and government
agencies and authorities:
- - - guaranteed and sponsored $ 1,637 $ 15 $ (12) $ 1,640
- - - guaranteed and sponsored
- asset backed 4,070 235 (219) 4,086
States, municipalities and
political subdivisions 73 9 0 82
International governments 100 5 (3) 102
Public utilities 423 20 (2) 441
All other corporate 3,598 180 (42) 3,736
All other corporate
- asset backed 1,806 74 (12) 1,868
Short-term investments 890 0 0 890
-------- ------- -------- --------
TOTAL $12,597 $ 538 $ (290) $12,845

-------- ------- -------- --------
-------- ------- -------- --------
</TABLE>

The amortized cost and estimated fair value of fixed maturity
investments at December 31, 1994, by maturity, are shown below. Asset
backed securities are distributed to maturity year based on the
Company's estimate of the rate of future prepayments of principal over
the remaining life of the securities. Expected maturities differ from
contractual maturities reflecting the borrowers' rights to call or
prepay their obligations.

AMORTIZED COST ESTIMATED FAIR VALUE
-------------- --------------------
MATURITY
- - --------
<S> <C> <C>
Due in one year or less $ 2,214 $ 2,183
Due after one year through five years 7,000 6,647
Due after five years through ten years 3,678 3,334
Due after ten years 1,572 1,265
--------- ---------
$14,464 $13,429
--------- ---------
--------- ---------
</TABLE>

Sales of fixed maturities excluding short-term fixed maturities for
the years ended 1994, 1993, and 1992 resulted in proceeds of $5,708,
$8,813, and $5,728, respectively, resulting in gross realized gains of
$71, $192, and $140, and gross realized losses of $100, $219, and
$135, respectively, not including policyholder gains and losses.
Sales of equity securities and other investments for the years ended
December 31, 1994, 1993, and 1992 resulted in proceeds of $159, $127
and $7, respectively, resulting in gross realized gains of $3, $0, and
$3, and gross realized losses of $14, $0, and $0, respectively, not
including policyholder gains and losses.

F-14

<PAGE>

(H) FAIR VALUE OF FINANCIAL INSTRUMENTS NOT DISCLOSED ELSEWHERE :

BALANCE SHEET ITEMS:

1994 1993
CARRYING FAIR CARRYING FAIR
AMOUNT VALUE AMOUNT VALUE
--------- ------ -------- ------
<S> <C> <C> <C> <C>
ASSETS
Other invested assets:
Policy loans $2,614 $2,614 $1,397 $1,397
Mortgage loans 316 316 228 228
Investments in partnership
and trusts 36 42 14 34
Miscellaneous 67 67 22 63

LIABILITIES
Other policy claims and
benefits $13,001 $12,374 $11,140 $11,415
</TABLE>

The following methods and assumptions were used to estimate the fair
value of each class of financial instrument:policy and mortgage loan
carrying amounts approximate fair value; investments in partnerships
and trusts are based on external market valuations from partnership
and trust management; and other policy claims and benefits payable are
determined by estimating future cash flows discounted at the current
market rate.

3. INCOME TAX

The Company is included in ITT's consolidated U.S. Federal income tax
return and remits to (receives from) ITT a current income tax
provision (benefit) computed in accordance with the tax sharing
arrangements between ITTand its insurance subsidiaries. The
effective tax rate was 32% in 1994, and approximates the U.S.
statutory tax rates of 35% in 1993 and 34% in 1992. The provision for
income taxes was as follows:

<TABLE>
<CAPTION>
INCOME TAX EXPENSE:
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Current $185 $ $ 190 $ $ 124
Deferred (120) (115) (79)
------- -------- --------
$ 65 $ $ 75 $ $ 45
------- -------- --------
------- -------- --------
</TABLE>

F-15

<PAGE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
TAX PROVISION AT U.S. STATUTORY RATE $71 $76 $46
Tax-exempt income (3) 0 0
Foreign tax credit (1) 0 0
Other (2) (1) (1)
----- ----- -----
PROVISION FOR INCOME TAX $ 65 $75 $45
----- ----- -----
----- ----- -----
</TABLE>

Income taxes paid were $ 244 , $301 and $36 in 1994, 1993, and 1992
respectively. The current taxes due from or (to) Hartford Fire were $46,
and $19 in 1994 and 1993 respectively.

Deferred tax assets include the following:

<TABLE>
<CAPTION>
1994 1993
---- ----
<S> <C> <C>
Tax deferred acquisition cost $284 $158
Book deferred acquisition costs and reserves (134) (30)
Employee benefits 7 7
Unrealized loss on "available for sale"
securities 353 3
Investments and other 80 (24)
------- -------
$590 $114
------- -------
------- -------
</TABLE>

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 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, 1994 was $24.

4. REINSURANCE

The Company cedes insurance to non-affiliated insurers 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. Group life and accident and health insurance business is
substantially reinsured to affiliated companies.

Life insurance net retained premiums were comprised of the following:

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Gross premiums $1,316 $1,135 $680
Reinsurance assumed 299 93 30
Reinsurance ceded 515 481 451
------- ------- -----
NET RETAINED PREMIUMS $1,100 $747 $259
------- ------- -----
------- ------- -----
</TABLE>

F-16

<PAGE>

Life reinsurance recoveries, which reduced death and other benefits, for
the years ended December 31, 1994, 1993 and 1992 approximated $164, $149,
and $73, respectively.

In December 1994, the Company assumed from a third party approximately
$500 million of corporate owned life insurance reserves on a coinsurance
basis. Also in December 1994, ILA ceded to ITT Lyndon Insurance Company
$1 billion in individual fixed and variable annuities on a modified
coinsurance basis. These transactions did not have a material impact on
consolidated net income.

In October 1994, HLR recaptured approximately $500 million of corporate
owned life insurance from a third party reinsurer. Subsequent to this
transaction, HLIC and HLR restructured their coinsurance agreement from
coinsurance to modified coinsurance, with the assets and policy liabilities
placed in the separate account. In May 1994, HLIC assumed and reinsured
the life insurance policies and the individual annuities of Pacific
Standard with reserves and account values of approximately $400 million.
The Company received cash and investment grade assets to support the life
insurance and individual annuity contract obligations assumed.

In June 1993, the Company assumed and partially reinsured the annuity, life
and accident and sickness insurance policies of Fidelity Bankers Life
Insurance Company in Receivership for Conservation and Rehabilitation, with
account values of $3.2 billion. The Company received cash and investment
grade assets to assume insurance and annuity contract obligations.
Substantially all of these contracts were placed in the Company's separate
accounts.

In November 1993, ILA acquired, through an assumption reinsurance
transaction, substantially all of the individual fixed and variable annuity
business of HLA. As a result of this transaction, the assets and
liabilities of the company increased approximately $1 billion. The excess
of liabilities assumed over assets received, of $2, was recorded as a
decrease to capital surplus. The impact on consolidated net income was not
significant.

On November 4, 1992, the Company entered into a definitive agreement
whereby the Company assumed the contract obligations of Mutual Benefit Life
Assurance Corporation's (Mutual Benefit) individual corporate owned life
insurance (COLI) contracts. The Company received $5.6 billion in cash and
invested assets, $5.3 billion of which were policy loans, from Mutual
Benefit for assuming the contract obligations. Simultaneously, the Company
coinsured approximately 84% of the contract obligations back to Mutual
Benefit, HLR and an unaffiliated reinsurer. In August 1993, the Company
received assets of $300 million for assuming the group COLI contract
obligations of Mutual Benefit, through an assumption reinsurance
transaction. Under the terms of the agreement, the Company coinsured back
75% of the liabilities to Mutual Benefit. All assets supporting Mutual
Benefit's reinsurance liability to HLIC are placed in a "security trust",
with Hartford Life as the sole beneficiary. The impact on 1992
consolidated net income was not significant.

In 1992, all ordinary individual life insurance written and in force in
HLA was assumed by HLIC. As a result of this transaction, the assets of
HLIC increased by approximately $437, liabilities increased approximately
$403. The excess of assets over liabilities of $34 was recorded as an
increase in capital.

5. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

The Company's employees are included in Hartford Fire'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 and the
maximum amount that can be deducted for 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 $2, $3
and $2 in 1994, 1993 and 1992, respectively.

The Company provides 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.
Effective January 1, 1992, the Company adopted SFAS No. 106, using the
immediate recognition method for all benefits accumulated to date. As of
June 1992, the Company amended its plans, effective January 1, 1993,
whereby 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 amendments increased deductibles and set a defined dollar cap which

F-17

<PAGE>

limits average company contributions. The effect of these changes is not
material. 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 Hartford Fire, was $1, $1,
and $1, for 1994, 1993, and 1992 respectively.

The assumed rate of future increases in the per capita cost of health care
(the health care trendrate) was 11% for 1994, decreasing ratably to 6 %
in the year 2001. 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. The assumed weighted average
discount rate was 8.5%. To the extent that the actual experience differs
from the inherent assumptions, the effect will be amortized over the
average future service of the covered employees.

6. BUSINESS SEGMENT INFORMATION

The reportable segments and product groups of HLIC and its subsidiaries are:
INDIVIDUAL LIFE AND ANNUITIES (ILAD)
- - -Individual life
- - -Fixed and variable retirement annuities

ASSET MANAGEMENT SERVICES (AMS)
- - -Group Pension Plans products and services
- - -Deferred Compensation Plans products and services
- - -Structured Settlements and lottery annuities

SPECIALTY
- - -Corporate Owned Life Insurance (COLI) and HLR

1994 1993 1992
------ ------ ------
<S> <C> <C> <C>
REVENUES:
ILAD $691 $595 $305
AMS 789 794 770
Specialty 919 425 96
------- ------- -------
$2,399 $1,814 $1,171
------- ------- -------
------- ------- -------
INCOME BEFORE INCOME TAX:
ILAD $139 $129 $73
AMS 38 71 56
Specialty 26 18 5
------- ------- -------
$203 $218 $134
------- ------- -------
------- ------- -------
IDENTIFIABLE ASSETS:
ILAD $26,668 $19,147 $9,474
AMS 13,334 12,416 11,198
Specialty 7,847 6,723 5,910
------- ------- -------
$47,849 $ 38,286 $ 26,582
------- ------- -------
------- ------- -------
</TABLE>

7. STATUTORY NET INCOME AND SURPLUS

Substantially all of the statutory surplus is permanently reinvested or is
subject to dividend restrictions relating to various state regulations
which limit the payment of dividends without prior approval.

Statutory net income and surplus as of December 31 were:

F-18

<PAGE>

<TABLE>
<CAPTION>
1994 1993 1992
---- ---- ----
<S> <C> <C> <C>
Statutory net income $58 $63 $65

Statutory surplus $941 $812 $614
</TABLE>

The Company prepares its statutory financial statements in accordance with
accounting practices prescribed by the State of Connecticut Insurance
Department. Prescribed statutory accounting practices include publications
of the National Association of Insurance Commissioners ("NAIC"), as well as
state laws, regulations, and general administrative rules.

8. SEPARATE ACCOUNTS:

The Company maintains separate account assets and liabilities totaling
$22.8 billion and $16.3 billion at December 31, 1994 and 1993, respectively
which are reported at fair value. Separate account assets are segregated
from other investments and are not subject to claims that arise out of any
other business of the Company. Investment income and gains and losses of
separate accounts accrue directly to the policyholder. Separate accounts
reflect two categories of risk assumption: non-guaranteed separate
accounts totaling $14.8 billion and $11.5 billion at December 31, 1994 and
1993, respectively, wherein the policyholder assumes the investment risk,
and guaranteed separate account assets totaling $8.0 billion and $4.8
billion at December 31, 1994 and 1993, respectively, wherein the Company
contractually guarantees either a minimum return or account value to the
policyholder. Investment income (including investment gains and losses) on
separate account assets are not reflected in the Consolidated Statements of
Income. Separate account management fees, net of minimum guarantees, were
$256, $189, and $92, in 1994, 1993, and 1992, respectively.

The guaranteed separate accounts include modified guaranteed individual
annuity, and modified guaranteed life insurance. The average credit
interest rate on these contracts is 6.44%. The assets that support these
liabilities are comprised of $7.5 billion in bonds and $.5 billion in
policy loans. The portfolios are segregated from other investments and
are managed so as to minimize liquidity and interest rate risk. In order
to minimize the risk of disintermediation associated with early
withdrawals, individual 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 total $(16.2) million in carrying value and $3.2 billion
in notional amounts.

9. COMMITMENTS AND CONTINGENCIES

In August 1994, HLIC renewed a two year note purchase facility agreement
which in certain instances obligates the Company to purchase up to $100
million in collateralized notes from a third party. The Company is
receiving fees for this commitment. At December 31, 1994, the Company has
not purchased any notes under this agreement.

In March 1987, HLIC guaranteed the commercial mortgages (principal and
accrued interest) that were sold under a pooling and servicing agreement of
the same date. Mortgages aggregating approximately $53.0million were sold
in this transaction, and the remaining balance on these loans is $21.1
million. There was no impact on operations due to this guarantee.

Under insurance guaranty fund laws in most states, insurers doing business
therein can be assessed up to prescribed limits for policyholder losses
incurred by insolvent companies. The amount of any future assessments on
HLIC under these laws cannot be reasonably estimated. Most of these laws
do provide, however, that an assessment may be excused or deferred if it
would threaten an insurer's own financial strength. Additionally, guaranty
fund assessments are used to reduce state premium taxes paid by the Company
in certain states.

The Company is involved in various legal actions, some of which involve
claims for substantial amounts. In the opinion of management the ultimate
liability with respect to such lawsuits, as well as other contingencies, is
not considered material in relation to the consolidated financial position
of the Company.

F-19

<PAGE>

PART C

<PAGE>

-2-

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) Exhibit (1) is filed herewith.

(2) Not applicable. HL maintains custody of all assets.

Exhibits (3), 6(a) and 6(b) are filed herewith.

(4) A copy of the Individual Flexible Premium Variable Annuity
Contract is filed herewith. A revised Individual Flexible
Premium Variable Annuity Contract and a Group Flexible Premium
Variable Annuity Contract is filed herewith.

(5) The form of Application is filed herewith. A revised form of
application is filed herewith.

(7) Not applicable.

(8) Not applicable.

(9) Not applicable.

(10) Consent of Arthur Andersen LLP is filed herewith.

(11) Not applicable.

(12) Not applicable.

(13) The Explanation of Total Return Calculation is filed herewith.

<PAGE>

-3-

Item 25. Directors and Officers of the Depositor

Louis J. Abdou Vice President

David H. Annis Vice President

Paul J. Boldischar, Jr. Vice President

Wendell J. Bossen Vice President

Peter W. Cummins Vice President

Juliana B. Dalton Vice President

Ann M. deRaismes Vice President

Allen Douma, M.D. Medical Director

Donald R. Frahm Chairman & CEO

Bruce D. Gardner General Counsel & Secretary

Joseph H. Gareau Executive Vice President & Chief
Investment Officer

Richard J. Garrett Vice President & Treasurer

John P. Ginnetti Executive Vice President and
Director Asset Management Services

Lynda Godkin Assistant General Counsel &
Secretary

Lois W. Grady Vice President

David A. Hall Senior Vice President & Actuary

Joseph Kanarek Vice President

Kevin J. Kirk Vice President

Andrew W. Kohnke Vice President

<PAGE>

-4-

Stephen M. Maher Vice President & Actuary

William B. Malchodi, Jr. Vice President & Director of Taxes

Thomas M. Marra Senior Vice President & Actuary and
Director Individual Life and
Annuity Division

David J. McDonald Senior Vice President

Kevin A. North Vice President

Joseph J. Noto Vice President

Leonard E. Odell, Jr. Senior Vice President

Michael C. O'Halloran Vice President & Senior Associate
General Counsel

Craig R. Raymond Vice President & Chief Actuary

Lowndes A. Smith President & Chief Operating Officer

Edward J. Sweeney Vice President

James E. Trimble Vice President & Actuary

Raymond P. Welnicki Senior Vice President

James T. Westervelt Senior Vice President & Group
Comptroller

Lizabeth H. Zlatkus Vice President

Donald J. Znamierowski Vice President

Unless otherwise indicated, the principal business address of each the above
individuals is P.O. Box 2999, Hartford, CT 01604-2999.

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

Exhibit 26 is filed herewith.

<PAGE>

-5-

Item 27. Number of Contract Owners

As of _________, 1994, there were _____ Contract Owners.

Item 28. Indemnification-Incorporated herein by reference to the Registration
Statement filed on September 14, 1987.

Item 29. Principal Underwriters

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

Hartford Life Insurance Company - DC Variable Account I

Hartford Life Insurance Company - Separate Account Two
(DC Variable Account II)

Hartford Life Insurance Company - Separate Account Two
(Variable Account "A")

Hartford Life Insurance Company - Separate Account Two
(NQ Variable Account)

Hartford Life Insurance Company - Separate Account Two
(QP Variable Account)

Hartford Life Insurance Company - Separate Account One

Hartford Life Insurance Company - Separate Account Two (Director)

Hartford Life Insurance Company -
Putnam Capital Manager Trust Separate Account

Hartford Life and Accident Insurance Company - Putnam Capital Manager
Separate Account One

Hartford Life and Accident Insurance Company - Separate Account One

Hartford Money Market Fund, Inc.

Hartford Life Insurance Company - Separate Account Three

ITT Hartford Life and Annuity Insurance Company - Separate Account
Three

<PAGE>

-6-

Hartford Life Insurance Company - Separate Account Five

ITT Hartford Life and Annuity Insurance Company - Separate Account
Five

ITT Hartford Life and Annuity Insurance Company - Separate Account Six

Hartford Life Insurance Company Separate Account VL I

(b) Directors and Officers of HESCO

Name and Principal Positions and Offices
Business Address With Underwriter
------------------- ----------------------

Donald E. Waggaman, Jr. Treasurer

Bruce D. Gardner Secretary

George R. Jay Controller

Lowndes A. Smith President

Item 30. Location of Accounts and Records

Accounts and records are maintained by HL.

Item 31. Management Services

None

Item 32. Undertaking

(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.

<PAGE>

-7-

(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.

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

<PAGE>

HARTFORD LIFE INSURANCE COMPANY INC.
AND
HARTFORD LIFE AND ACCIDENT INSURANCE

POWER OF ATTORNEY
Donald R. Frahm
Bruce D. Gardner
Joseph H. Gareau
John P. Ginnetti
Thomas M. Marra
Leonard E. Odell, Jr.
Lowndes A. Smith
Raymond P. Welnicki
Lizabeth H. Zlatkus
Donald J. Znamierowski

do hereby jointly and severally authorize Bruce D. Gardner and/or
Rodney J. Vessels to sign as their agent, any Registration Statement,
pre-effective amendment, and any post-effective amendment of the Hartford
Life Insurance Company, Inc. and Hartford Life and Accident Insurance Company,
Inc. under the Securities Act of 1933 and/or the Investment Company Act of
1940.

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

/s/ Donald R. Frahm Dated:
- - ---------------------------------- ---------------------------
Donald R. Frahm

/s/ Bruce D. Gardner Dated:
- - ---------------------------------- ---------------------------
Bruce D. Gardner

/s/ John P. Ginnetti Dated:
- - ---------------------------------- ---------------------------
John P. Ginnetti

/s/ Thomas M. Marra Dated: 12-9-94
- - ---------------------------------- ---------------------------
Thomas M. Marra

/s/ Leonard E. Odell, Jr. Dated: 12/7/94
- - ---------------------------------- ---------------------------
Leonard E. Odell, Jr.

/s/ Lowndes A. Smith Dated:
- - ---------------------------------- ---------------------------
Lowndes A. Smith

/s/ Raymond P. Welnicki Dated:
- - ---------------------------------- ---------------------------
Raymond P. Welnicki

/s/ Lizabeth H. Zlatkus Dated: 12/8/94
- - ---------------------------------- ---------------------------
Lizabeth H. Zlatkus

/s/ Donald J. Znamierowski Dated: 12/8/94
- - ---------------------------------- ---------------------------
Donald J. Znamierowski

<PAGE>

SIGNATURES

As required by the Securities Act of 1933 and the Investment Company Act of
1940, the Registrant certifies that it meets all the requirements for
effectiveness of this Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and duly caused this Registration Statement to be signed
on its behalf, in the City of Hartford, and State of Connecticut on this 27th
day of April, 1995.

HARTFORD LIFE INSURANCE COMPANY
PUTNAM CAPITAL MANAGER TRUST
SEPARATE ACCOUNT TWO
(Registrant)

*By:
--------------------------------------
Thomas M. Marra, Senior Vice President

*By: /s/ Rodney J. Vessels
HARTFORD LIFE INSURANCE COMPANY --------------------
(Depositor) Rodney J. Vessels
Attorney-in-Fact

*By:
--------------------------------------
Thomas M. Marra, Senior Vice President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons and in the capacities and on
the dates indicated.

Donald R. Frahm, Chairman and
Chief Executive Officer, Director *
Bruce D. Gardner, General Counsel
Corporate Secretary, Director *
Joseph H. Gareau, Executive Vice
President and Chief Investment
Officer, Director *
John P. Ginnetti, Senior Vice *By: /s/ Rodney J. Vessels
President, Director* -------------------------
Thomas M. Marra, Senior Vice Rodney J. Vessels
President, Director * Attorney-in-Fact
Leonard E. Odell, Jr., Senior
Vice President, Director*
Lowndes A. Smith, President, Dated: April 27, 1995
Chief Operating Officer, ------------------------
Director *
Raymond P. Welnicki,
Senior Vice President, Director*
Lizabeth H. Zlatkus, Vice President
Director *
Donald J. Znamierowski, Vice President
Comptroller, Director *

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE I - SUMMARY OF INVESTMENTS - OTHER THAN INVESTMENTS IN AFFILIATES
December 31, 1994
(in millions)

AMOUNT
SHOWN ON
BALANCE
TYPE OF INVESTMENT COST FAIR VALUE SHEET
------------------ ---- ---------- --------

FIXED MATURITIES

Bonds

U.S. Government and government agencies

and authorities:

- - - guaranteed and sponsored $1,516 $1,429 $1,429

- - - guaranteed and sponsored - asset backed 4,256 3,763 3,763

States, municipalities and political subdivisions 148 137 137

International governments 189 176 176

Public utilities 531 500 500

All other corporate 3,717 3,458 3,458

All other corporate - asset backed 2,442 2,350 2,350

Short - term investments 1,665 1,616 1,616
------- -------- -------

TOTAL FIXED MATURITIES 14,464 13,429 13,429

EQUITY SECURITIES

Common Stocks - industrial, miscellaneous and all other 76 68 68
------- -------- -------

TOTAL FIXED MATURITIES AND EQUITY SECURITIES 14,540 13,497 13,497

Policy loans 2,614 2,614 2,614

Mortgage loans 316 316 316

Other investments 103 109 107
------- -------- -------

TOTAL INVESTMENTS $17,573 $16,536 $16,534
------- -------- -------
------- -------- -------
</TABLE>
Note: Fair values for stocks and bonds approximate those quotations published
by applicable stock exchanges or are received from other reliable sources.
The fair value for short - term investments approximates cost.

Policy and mortgage loan carrying amounts approximate fair value.

S-1

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE III - SUPPLEMENTARY INSURANCE INFORMATION
(in millions)
<TABLE>
<CAPTION>

BENEFITS AMORTIZ-
CLAIMS ATION OF
AND CLAIM DEFERRED
DEFERRED FUTURE OTHER PREMIUMS NET ADJUST- POLICY OTHER
POLICY POLICY POLICYHOL- AND OTHER INVESTMENT MENT ACQUISI- INSURANCE
ACQUISITION BENEFITS DER FUNDS CONSIDERA- INCOME EXPENSES TION EXPENSES
SEGMENT COSTS * * TIONS (1) (2) COSTS (3)
- - ------------ ------------ -------- --------- --------- --------- --------- -------- --------

YEAR ENDED
DECEMBER 31,
1994
- - -------------

ILAD $1,708 $ 582 $ 4,257 $ 492 $ 199 $ 334 $137 $ 80

AMS 101 845 10,160 39 750 695 8 48

SPECIALTY 0 463 6,911 569 350 376 0 518
------ ------ ------- ------ ------ ------ ---- ----

$1,809 $1,890 $21,328 $1,100 $1,299 $1,405 $145 $646
------ ------ ------- ------ ------ ------ ---- ----
------ ------ ------- ------ ------ ------ ---- ----

YEAR ENDED
DECEMBER 31,
1993
- - -------------

ILAD $1,237 $ 428 $ 3,535 $ 423 $ 172 $ 249 $ 97 $120

AMS 97 703 9,026 35 759 662 16 45

SPECIALTY 0 528 5,673 289 136 135 0 272
------ ------ ------- ------ ------ ------ ---- ----

$1,334 $1,659 $18,234 $ 747 $1,067 $1,046 $113 $437
------ ------ ------- ------ ------ ------ ---- ----
------ ------ ------- ------ ------ ------ ---- ----

YEAR ENDED
DECEMBER 31,
1992
- - -------------

ILAD $ 698 $1,115 $ 1,004 $ 178 $ 127 $ 104 $ 49 $ 79

AMS 101 583 8,256 27 743 657 6 51

SPECIALTY 0 46 5,822 54 42 36 0 55
------ ------ ------- ------ ------ ------ ---- ----

$ 799 $1,744 $15,082 $ 259 $ 912 $ 797 $ 55 $185
------ ------ ------- ------ ------ ------ ---- ----
------ ------ ------- ------ ------ ------ ---- ----
(*) As Restated

(1) Investment income is allocated to the segments based on each segment's share of investable funds or on a direct basis,
where applicable, including realized capital gains and losses.

(2) Benefits, claims and claim adjustment expenses includes the increase in liability for future policy benefits and
death disability and other contract benefit payments.

(3) Other insurance expenses are allocated to the segments based on specific identification, where possible, and related
activities, including dividends to policyholders.

</TABLE>

S-2

<PAGE>

HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
SCHEDULE IV - REINSURANCE
(in millions)

<TABLE>
<CAPTION>
PERCENTAGE
CEDED TO ASSUMED OF AMOUNT
GROSS OTHER FROM OTHER NET ASSUMED
AMOUNT COMPANIES COMPANIES AMOUNT TO NET
------ --------- ---------- ------ ----------

YEAR ENDED DECEMBER 31, 1994
- - ----------------------------

LIFE INSURANCE IN FORCE $136,929 $87,553 $35,016 $84,392 41.5%
-------- ------- ------ -------

Premiums and other considerations

ILAD $ 448 $ 71 $ 106 $ 483 22.0%

AMS 39 0 0 39 0.0%

Specialty 521 140 188 569 33.0%

Accident and Health 308 304 5 9 55.6%
-------- ------- ------ -------

TOTAL $ 1,316 515 299 1,100 27.2%
-------- ------- ------ -------
-------- ------- ------ -------

YEAR ENDED DECEMBER 31, 1993
- - ----------------------------

LIFE INSURANCE IN FORCE $ 93,099 $71,415 $27,067 $48,751 55.5%
-------- ------- ------ -------

Premiums and other considerations

ILAD $ 417 $ 85 $ 91 $ 423 21.5%

AMS 25 0 0 25 0.0%

Specialty 386 97 0 289 0.0%

Accident and Health 307 299 2 10 20.0%
-------- ------- ------ -------

TOTAL $ 1,135 $ 481 $ 93 $ 747 12.4%
-------- ------- ------ -------
-------- ------- ------ -------

YEAR ENDED DECEMBER 31, 1992
- - ----------------------------

LIFE INSURANCE IN FORCE $ 44,661 $64,207 $51,430 $31,884 161.3%
-------- ------- ------ -------

Premiums and other considerations

ILAD $ 208 $ 71 $ 27 $ 164 16.5%

AMS 27 0 0 27 0.0%

Specialty 153 99 0 54 0.0%

Accident and Health 292 281 3 14 21.4%
-------- ------- ------ -------

TOTAL $ 680 $ 451 $ 30 $ 259 37.9%
-------- ------- ------ -------
-------- ------- ------ -------

</TABLE>

S-3

<PAGE>
Exhibit 1

CERTIFICATION

I, John P. Ginnetti, Secretary of Hartford Life Insurance
Company, hereby certify that the attached is a true copy of a
resolution adopted at a meeting of the Board of Directors of said
company held on June 22, 1987.

/s/ John P. Ginnetti
---------------------------
Secretary

Dated: August 6, 1987

<PAGE>

RESOLVED, That Hartford Life Insurance Company is hereby authorized to
establish a new separate account to be designated "Hartford Life Insurance
Company - Putnam Capital Accumulation Trust-Separate Account" (the
"Account") and to issue variable annuities and/or variable life insurance
contracts with reserves for such contracts being segregated in such
Account.

FURTHER RESOLVED, That the officers of Hartford Life Insurance Company
are hereby authorized and directed to take all actions necessary to:

(1) Comply with applicable state and federal laws and regulations
applicable to the establishment and operation of the Account;

(2) Establish, from time to time, the terms and conditions pursuant
to which interests in the Account will be sold to contract
owners;

(3) Establish all procedures, standards and arrangements necessary
or appropriate for the operation of the Account including, but
not limited to, the establishment of the investment policies of
the Account; and

(4) Transfer funds to the Account, up to a maximum of $100,000 to
provide for its efficient operation, all on such terms and for
such periods as said officers deem to be necessary or
appropriate.

<PAGE>
Exhibit 3(A)
PRINCIPAL UNDERWRITER AGREEMENT

THIS AGREEMENT, dated as of the 1st day of August, 1987, made by and between
HARTFORD LIFE INSURANCE COMPANY ("HLIC" or the "Sponsor"), a corporation
organized and existing under the laws of the State of Connecticut,
and HARTFORD EQUITY SALES COMPANY, INC. ("HESCO"), a corporation organized
and existing under the laws of the State of Connecticut.

WITNESSETH:

WHEREAS, the Board of Directors of HLIC has made provision for the
establishment of a separate account within HLIC in accordance with the laws
of the State of Connecticut, which separate account was organized and is
established and registered as a unit trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of
1940, as amended, and which is designated Hartford Life Insurance Company
-- Putnam Capital Accumulation Trust Separate Account (referred to as the
"Unit Trust"); and

WHEREAS, HESCO offers to the public certain Individual Flexible Premium
Annuity Insurance Contracts Contract (the "Contract") issued by HLIC with
respect to the Unit Trust and units of interest thereunder which are
registered under the Securities Act of 1933, as amended; and

WHEREAS, HESCO has previously agreed to act as distributor in connection
with offers and sales of the Contract under the terms and conditions set
forth in this Distribution Agreement.

NOW THEREFORE, in consideration of the mutual agreements made herein, the
Sponsor and HESCO agree as follows:

HESCO'S DUTIES

1. HESCO, as principal underwriter for the Contract, will use its best efforts
to effect offers and sales of the Contract through broker-dealers that are
members of the National Association of Securities Dealers, Inc. and whose
registered representatives are duly licensed as insurance agents of HLIC.
HESCO is responsible for compliance with all applicable requirements of the
Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as
amended, and the Investment Company Act of 1940, as amended, and the rules
and regulations thereunder, and all other applicable laws, rules and
regulations relating to the sales and distribution of the Contract, the
need for which arises out of its duties as principal underwriter of said
Contract and relating to the creation of the Unit Trust.

<PAGE>

-2-

2. HESCO agrees that it will not use any prospectus, sales literature, or any
other printed matter or material or offer for sale or sell the Contract if
any of the foregoing in any way represent the duties, obligations, or
liabilities of HLIC as being greater than, or different from, such duties,
obligations and liabilities as are set forth in this Agreement, as it may
be amended from time to time.

3. HESCO agrees that it will utilize the then currently effective prospectus
relating to the Unit Trust's Contracts in connection with its selling
efforts.

As to the other types of sales materials, HESCO agrees that it will use
only sales materials which conform to the requirements of federal and state
insurance laws and regulations and which have been filed, where necessary,
with the appropriate regulatory authorities.

4. HESCO agrees that it or its duly designated agent shall maintain records of
the name and address of, and the securities issued by the Unit Trust and
held by, every holder of any security issued pursuant to this Agreement, as
required by the Section 26(a)(4) of the Investment Company Act of 1940, as
amended.

5. HESCO's services pursuant to this Agreement shall not be deemed to be
exclusive, and it may render similar services and act as an underwriter,
distributor, or dealer for other investment companies in the offering of
their shares.

6. In the absence of willful misfeasance, bad faith, gross negligence, or
reckless disregard of its obligations and duties hereunder on the part
of HESCO, HESCO shall not be subject to liability to the Unit Trust or to
any Contract Owner or party in interest under a Contract for any
act or omission in the course, or connected with, rendering services
hereunder.

II.

HLIC's DUTIES

1. The Unit Trust reserves the right at any time to suspend or limit the
public offering of the Contracts upon thirty days' written notice to HESCO,
except where the notice period may be shortened because of legal action
taken by any regulatory agency.

2. The Unit Trust agrees to advise HESCO immediately:

a. Of any request by the Securities and Exchange Commission for amendment
of its Securities Act registration statement or for additional
information;

b. Of the issuance by the Securities and Exchange Commission of
any stop order suspending the effectiveness of the
Securities Act registration

<PAGE>

-3-

statement relating to units of interest issued with respect to the
Unit Trust or of the initiation of any proceedings for that purposes;

c. Of the happening of any material event, if known, which makes untrue
any statement in said Securities Act registration statement or which
requires change therein in order to make any statement therein not
misleading.

HLIC will furnish to HESCO such information with respect to the Unit Trust
and the Contracts in such form and signed by such of its officers and
directors as HESCO may reasonably request and will warrant that the
statements therein contained when so signed will be true and correct. HLIC
will also furnish, from time to time, such additional information regarding
the Unit Trust's financial condition as HESCO may reasonably request.

III.

COMPENSATION

For providing the principal underwriting functions on behalf of the Unit Trust,
HESCO shall be entitled to receive compensation as agreed upon from time to time
by HLIC and HESCO.

IV.

RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER

HESCO may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC. However, such registration shall not become effective
until either the Unit Trust has been completely liquidated and the proceeds of
the liquidation distributed through HLIC to the Contract Owners or a successor
Principal Underwriter has been designated and has accepted its duties.

MISCELLANEOUS

1. This Agreement may not be assigned by any of the parties hereto without the
written consent of the other party.

2. All notices and other communications provided for hereunder shall be in
writing and shall be delivered by hand or mailed first class, postage
pre-paid, addressed as follows:

a. If to HLIC - Hartford Life Insurance Company, P.O. Box 2999,
Hartford, Connecticut 06104-2999

<PAGE>
-4-

b. If to HESCO - Hartford Equity Sales Company, Inc., Hartford,
Connecticut 06115

or to such other address as HESCO or the Sponsor shall designate by written
notice to the other.

3. This Agreement may be executed in any number of counterparts, each of which
shall be deemed an original and all of which shall be deemed one
instrument, and an executed copy of this Agreement and all amendments
hereto shall be kept on file by the Sponsor and shall be open to inspection
at any time during the business hours of the Sponsor.

4. This Agreement shall inure to the benefit of and be binding upon the
successor of the parties hereto.

5. This Agreement shall be construed and governed by and according to the laws
of the State of Connecticut.

6. This Agreement may be amended from time to time by the mutual agreement and
consent of the parties hereto.

7. (a) This Agreement shall become effective on July 1, 1987, and shall
continue in effect for a period of two years from that date and,
unless sooner terminated in accordance with 7(b) below, shall
continue in effect from year to year thereafter provided that its
continuance is specifically approved at least annually by a majority
of the members of the Board of Directors of HLIC.

(b) This Agreement (1) may be terminated at any time, without the payment
of any penalty, either by a vote of a majority of the members of the
Board of Directors of HLIC on sixty days' prior written notice to
HESCO; (2) shall immediately terminate in the event of its assignment
and (3) may be terminated by HESCO on sixty days' prior written notice
to HLIC, but such termination will not be effective until HLIC shall
have contracted with one or more persons to act as principal under-
writer of the Contracts. HESCO hereby agrees that it will continue
to act as principal underwriter until its successor or successors
assume such undertaking.

<PAGE>
-5-

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed and their respective corporate seals to be hereunto affixed and
attested, all as of the day and year first above written.

(Seal) ITT HARTFORD LIFE INSURANCE COMPANY

Attest:

/s/ John P. Ginnetti By: /s/ Edward N. Bennett
- - ---------------------------- -----------------------------------
John P. Ginnetti Edward N. Bennett

(Seal) HARTFORD EQUITY SALES COMPANY, INC.

Attest:

/s/ John P. Ginnetti By: /s/ Joel P. Brightman
- - ---------------------------- -----------------------------------
John P. Ginnetti Joel P. Brightman

1726s
Putnam

<PAGE>
Exhibit 3(b)
[ITT LOGO]

SALES AGREEMENT

1.0 APPOINTMENT

1.1 The Hartford insurance company(ies) named in the Sales Agreement
Specifications Page and, with respect to SEC Registered contracts,
Hartford Equity Sales Company, Inc., as Principal Underwriter,
(hereinafter collectively referred to as "Company") hereby appoint the
named individual(s) or organization(s) as "Agent" of Company for the
solicitation and procurement of applications for insurance contracts
(hereinafter referred to as "Contracts") in the line(s) of business
set forth in the Sales Agreement Specifications Page, in all states in
which Company is authorized to do business and in which Agent is
properly licensed and appointed, without exclusive representation.

2.0 AUTHORITY

2.1 Agent has the power or authority to represent Company only to the
extent expressly granted in this Agreement and no further power or
authority is implied.

2.2 Nothing contained herein is intended to create a relationship of
employer and employee between Company and Agent. Agent and, if
applicable, any sub-agents appointed by Agent, shall be independent
contractors as to Company and free to exercise their own judgment as
to the time, place and means of performing all acts hereunder, but
they shall conform to all regulations of Company not unreasonably
interfering with freedom of action or judgment.

2.3 This Agreement terminates all previous Agency agreements, if any,
between Company and Agent. However, the execution of this Agreement
shall not affect any obligations which have already accrued under any
prior agreement.

2.4 Agent does not have the authority to collect premiums for each line of
business, other than initial premiums, unless specifically set forth
in the applicable commission schedule.

2.5 If Agent is a Class I through Class XX Agent, Agent is authorized to
procure and solicit applications for Contracts through sub-agents
which Agent may appoint with the approval of Company. No agreement
between Agent and any sub-agent shall impose any liability or
obligation upon Company unless Company is a party thereto in writing.
All sub-agents shall be duly licensed under the applicable insurance
laws to sell annuity, life and health insurance contracts by the
proper authorities in the jurisdictions in which Agent proposes to
offer such Contracts. The sub-agents shall indicate in each
application for a Contract that it has been solicited on behalf of
Agent.

2.5.1 Agent shall supervise any sub-agents appointed by Agent to
solicit sales of the Contracts and Agent shall be responsible
for all acts and omissions of each sub-agent within the scope
of his agency appointment at all times. Agent shall exercise
all responsibilities required by the applicable federal and
state law and regulations. Company shall not have any
responsibility for the supervision of any sub-agents of Agent.

2.5.2 Company may, by written notice to Agent, refuse to permit any
sub-agent to solicit applications for the sale of any of the
Contracts hereunder and may, by such notice, require Agent to
cause any such sub-agent to cease any such solicitation or
sales, and Company may require Agent to cancel the appointment
of any sub-agent with Company.

-1-

<PAGE>

2.6 If Agent is assigned a different Agent Class for different Lines of
Business (i.e. Class I Agent for Variable Annuities and a Class V
Agent for Individual Life, Annuity and Health Insurance), the
provisions of this Agreement, which specifically relate only to a
particular Class of Agent shall only apply to Agent in transacting
that Line of Business for which Agent is so classified, if any.

3.0 SEC REGISTERED CONTRACTS

3.1 If Agent is a Class I through Class XX Agent and an NASD registered
Broker-Dealer, Agent agrees that, with respect to SEC Registered
Contracts, Agent has full responsibility for the training and
supervision of all persons, including sub-agents of Agent, associated
with Agent who are engaged directly or indirectly in the offer or sale
of such Contracts and that all such persons shall be subject to the
control of Agent with respect to such persons' activities in
connection with the Contracts. Agent will cause the sub-agents to be
trained in the sale of the Contracts and will cause such sub-agents to
be registered representatives of Agent before such sub-agents engage
in the offer or sale of the Contracts. Agent shall cause Agent's sub-
agents' qualifications to be certified to the satisfaction of Company
and shall notify Company if any sub-agents cease to be registered
representatives of Agent.

3.1.1 Agent will fully comply with the requirements of the National
Association of Securities Dealers, Inc. and of the Securities
Exchange Act of 1934 and all other applicable federal or state
laws and will establish such rules and procedures as may be
necessary to cause diligent supervision of the securities
activities of the sub-agents. Upon request by Company, Agent
shall furnish any records necessary to establish such diligent
supervision.

3.1.2 Before a sub-agent is permitted to solicit and procure
applications for the Contracts, Agent and the sub-agent shall
have entered into an agreement pursuant to which the sub-agent
will be appointed a sub-agent and a registered representative
of Agent and in which the sub-agent will agree that his
selling activities relating to the Contracts will be under the
supervision and control of Agent, and the sub-agent's right to
continue to sell such Contracts is subject to his continued
compliance with such agreement.

3.1.3 In the event a sub-agent fails or refuses to submit to
supervision of Agent in accordance with this Agreement, or
otherwise fails to meet the rules and standards imposed by
Agent, Agent shall immediately notify such sub-agent that he
is no longer authorized to sell the Contracts, and Agent shall
take whatever additional action may be necessary to terminate
the sales activities of such sub-agent relating to the
Contracts including immediate notification of Company of such
termination.

3.2 If Agent is not an NASD Registered Broker/Dealer but is a member of an
affiliated group of legal entities one of which is an NASD Registered
Broker/Dealer ("Broker/Dealer") and a party to this Agreement, Agent
agrees that, with respect to SEC Registered contracts, the sub-agents
of Agent shall be registered representatives of such Broker/Dealer.

3.2.1 As appropriate, any reference in this Agreement to Agent shall
apply equally to such Broker/Dealer.

3.2.2 Each Agent which is not a Broker/Dealer hereby directs Company
to pay any compensation due, pursuant to Paragraph 4, to the
Broker/Dealer.

-2-

<PAGE>

3.3 If Agent is neither an NASD Registered Broker-Dealer nor a member of
an affiliated group of legal entities one of which is a Broker/Dealer,
Agent and any sub-agents shall be registered representatives of
Hartford Equity Sales Company, Inc.

3.4 All other provisions of this Agreement apply to the sale of SEC
Registered Contracts.

4.0 COMPENSATION

4.1 Company will pay Agent as full compensation hereunder, commissions
and/or service fees on premiums paid to Company on account of
Contracts issued upon applications procured pursuant to this Agreement
and while this Agreement is in effect.

4.1.1 Commission and/or service fees will be paid in the amounts and
for the periods of time as set forth in the Commission
Schedules included in this Agreement or subsequently made a
part hereof, and which are in effect at the time such
Contracts are sold.

4.1.2 The Commission Schedules included in this Agreement are
subject to change by Company at any time, but only upon
written notice to Agent. No such change shall affect any
Contracts issued upon applications received by Company at
Company's Home Office prior to the effective date of such
change.

4.1.3 Any Commission Schedule included in this Agreement or
subsequently made a part hereof may provide other or
additional conditions regarding compensation and if so, will
be controlling to the extent of the other or additional
conditions.

4.2 Compensation will be earned by Agent only for those applications
accepted by Company, and only after receipt by Company at Company's
Home Office in Hartford, Connecticut, of the required premium and
compliance by Agent with any outstanding delivery requirements.

4.2.1 No compensation will be earned or paid on premiums (other than
premiums on health insurance contracts) waived by Company
pursuant to any "waiver of premium" provision.

4.2.2 Should Company for any reason return any premium on a policy
issued hereunder, Agent agrees to repay Company the total
amount of any compensation which may have been paid thereon
within thirty (30) business days of notice of such refund.

4.3 Any compensation otherwise payable to Agent in accordance with this
Section 4.0 shall be reduced by the amount, if any, of such
compensation paid directly, at the direction of Agent, by Company to
any person and appointed by Company and Agent or, in connection with
group policies, the amounts paid by Company to a resident licensed
agent in a state which requires the countersignature by, or the
effectuating of the insurance through, a resident licensed agent.

4.4 In the event of termination of this Agreement for one or more of the
reasons specified in Subparagraphs 7.2.2 or 7.2.3 below, no further
commissions or other compensation shall thereafter be payable.

4.5 With respect to registered Contracts, if Agent is disqualified for
continued registration with the NASD, Company shall not be obligated
to pay any compensation, the payment of which would represent a
violation of NASD rules.

-3-

<PAGE>

In such event, Company shall hold any commission otherwise due on any
Contract in force in "escrow" from the date of such disqualification
until the termination of any litigation or administrative proceedings
relating to such disqualification, provided Agent commences an appeal
to the NASD within 180 days following the disqualification notice and
actively pursues such appeal. Should Agent's registration in the NASD
be reinstated, all compensation due or becoming due Agent during the
period of disqualification shall be immediately paid, provided this
does not violate any NASD rules or regulations in effect at said time.

5.0 GENERAL PROVISIONS

5.1 Agent shall cooperate with Company in the investigation and
settlement of all claims against Agent and/or Company relating to the
solicitation or sale of Contracts under this Agreement. Agent shall
promptly forward to Company any notice of claim or other relevant
information which may come into Agent's possession.

5.2 Agent shall keep full and accurate records of the business transacted
by Agent under this Agreement and shall forward to Company such
reports of said business as Company may prescribe. Company shall have
the right to examine said records at reasonable times. All rate books,
manuals, forms, supplies and any other properties furnished by Company
and in the possession of Agent shall be returned to Company on
termination of this Agreement.

5.3 Agent shall bear all of Agent's expenses incurred in the performance
of this Agreement.

5.4 Agent shall have a duty to obtain applications for Company and, where
appropriate, to conserve and renew coverage placed with Company.

5.5 All applications for the purchase of Contracts shall be subject to
acceptance by Company. Company reserves the right to prescribe
conditions, rules and regulations for the offer and acceptance of its
Contracts, which may be changed from time to time and which shall be
forwarded to Agent.

5.6 Company reserves the right to modify, change or discontinue the
offering of any form of Contract at any time.

5.7 No waiver or modification of this Agreement will be effective unless
it be in writing and signed by a duly authorized officer of Company
and Agent or a duly authorized officer of Agent.

5.8 The failure of Company to enforce any provisions of this Agreement
shall not constitute a waiver of any such provision. The past waiver
of a provision by Company shall not constitute a course of conduct or
a waiver in the future of that same provision.

5.9 In the event any legal process or notice is served on Agent in a suit
or proceeding against Company, Agent shall forward forthwith such
process or notice to Company at its Home Office in Hartford,
Connecticut, by certified mail.

5.10 Agent shall not use any advertising material, prospectus, proposal, or
representation either in general or in relation to a Contract of
Company unless furnished by Company or until the consent of Company
shall have been first secured. Agent shall not issue or recirculate
any illustration, circular, statement or memorandum of any sort,
misrepresenting the terms, benefits or advantages of any Contract
issued by Company, or make any misleading statement as to dividends or
other benefits to be received thereon, or as to the financial position
of Company.

-4-

<PAGE>

5.10.1 In regard to SEC Registered Contracts, Agent agrees not to
make written or oral representations except such as are
contained in current prospectuses and authorized supplementary
sales literature made available by Company. In respect to such
products Agent also agrees to comply with the Securities and
Exchange Commission Statement of Policy and the regulations
thereunder of the National Association of Securities Dealers,
Inc.

5.11 Agent shall indemnify and save Company harmless from any loss or
expense on account of any unauthorized act or transaction by Agent, or
persons employed or appointed by Agent, or any claim by a sub-agent of
Agent for compensation due or to become due on account of such sub-
agent's sale of Contracts.

5.11.1 Agent expressly authorizes Company to charge against all
compensation due or to become due to Agent under this
Agreement any monies paid or liabilities incurred by Company
under this Paragraph 5.11.

5.12 Agent shall not offer or pay any rebate of premium or make any offer
of any other inducement not specified in the Contracts to any person
to insure with Company. Agent shall not make any misrepresentation or
incomplete comparison for the purpose of inducing a policyholder in
any other company to lapse, forfeit or surrender its insurance
therein.

5.13 No assignment of this Agreement, or commissions payable hereunder,
shall be valid unless authorized in writing by Company. Every
assignment shall be subject to any indebtedness and obligation of
Agent that may be due or become due to Company and any applicable
state insurance regulations pertaining to such assignments.

5.14 Company may at any time deduct, from any monies due under this
Agreement, every indebtedness or obligation of Agent to Company.

5.14.1 On termination of this Agreement, any outstanding indebtedness
to Company shall become immediately due and payable.

6.0 LIMITATION OF AUTHORITY

6.1 Agent is not authorized, and is expressly forbidden on behalf of
Company, to incur any indebtedness or liability, or to make, alter or
discharge agreements, or to waive forfeitures, extend the time of
payment of any premium, waive payment in cash, or to receive any money
due or to become due Company, except as specifically provided in this
Agreement.

6.2 No individual Contract providing life, health or disability insurance
coverage shall be delivered if a sub-agent or Agent has knowledge that
the health of the proposed insured has changed since the application
was taken or unless the first premium has been fully paid and delivery
made by the delivery date specified by Company or, if no delivery date
is specified, within sixty (60) days from the date said Contract is
mailed from Company's Home Office.

6.2.1 Any Contract not delivered, in accordance with this Paragraph
6.2, shall be returned to Company immediately.

7.0 TERMINATION

7.1 This entire Agreement may be terminated by either party by giving
thirty (30) days' notice in writing to the other party.

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<PAGE>

7.1.1 Such notice of termination shall be mailed to the last known
address of Agent appearing on Company's records, or in the
event of termination by Agent, to the Home Office of Company
at P.O. Box 2999, Hartford, Connecticut 06104-2999.

7.1.2 Such notice shall be an effective notice of termination of
this Agreement as of the time the notice is deposited in the
United States mail or the time of actual receipt of such
notice if delivered by means other than mail.

7.2 This Agreement shall automatically terminate without notice upon the
occurrence of any of the events set forth below:

7.2.1 Upon the bankruptcy or dissolution of Agent provided, however,
that if there is more than one Agent, the Agreement shall
automatically terminate only with respect to the bankrupt or
dissolved Agent.

7.2.2 When and if Agent commits fraud or gross negligence in the
performance of any duties imposed upon Agent by this Agreement
or wrongfully withholds or misappropriates, for Agent's own
use, funds of Company, its policyholders or applicants.

7.2.3 When and if Agent materially breaches this Agreement or
materially violates the insurance or Federal or State
securities laws of a state in which Agent transacts business.

7.2.4 When and if Agent fails to obtain renewal of a necessary
license in any jurisdiction, but only as to that jurisdiction.

7.2.5 When and if Agent is disqualified for continued membership
with the NASD or registration with the Securities and Exchange
Commission, but only as to SEC registered Contracts.

7.3 The provisions of Sections 5.0 and 6.0 shall survive the termination
of this Agreement, as appropriate.

-6-

<PAGE>

Hartford Life Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104-2999
(a stock life insurance company, herein called the Company)

Unless otherwise directed by the Contract Owner, the Com-
pany agrees to pay the named Annuitant, on the Annuity
Commencement Date, if the Annuitant and Contract Owner
are then living, the first of a series of annuity payments the
frequency, period, and dollar amounts of which shall be
determined on the basis as set forth herein, in accordance
with the Annuity Option selected.

This contract is issued in consideration of the Application, a
copy of which is attached to and made a part of this con-
tract, and the payment of the initial premium payment called
or in the application.

This contract is subject to the laws of the jurisdiction where
it is delivered.

The Contract Specifications on Page 3 and the conditions
and provisions on this and the following pages are part of
the contract.

Signed for the Company

/s/ John P. Ginnetti
- - ---------------------------
John P. Ginnetti, Secretary

TEN DAY RIGHT TO CANCEL

We want you to be satisfied with the contract you have pur-
chased. We urge you to closely examine its provisions. If for
any reason you are not satisfied with your purchase you may
surrender the contract by returning the contract within ten days
after you receive it. A written request for cancellation must
accompany the contract. In such event, we will pay to the
Contract Owner an amount equal to the sum of (i) the difference
between the premiums paid and the amounts allocated to any
separate account under the contract and (ii) the cash value of
the contract on the date of surrender attributable to the
amounts so allocated. The Contract Owner bears only the
investment risk during such ten day period.

/s/ R. Fred Richardson
- - -----------------------------
R. Fred Richardson, President

Individual Flexible Premium Variable
Annuity Contract

Premium payments are flexible as described herein.

Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THIS CON-
TRACT, WHEN BASED ON INVESTMENT EXPERIENCE
OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE
NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT. DE-
TAILS OF THE VARIABLE PROVISIONS ARE DESCRIBED
UNDER VALUATION PROVISIONS, PAGES 6 AND 7.

Form HL-11570
Printed in U.S.A.

INDIVIDUAL FLEXIBLE PREMIUM
VARIABLE ANNIUTY CONTRACT

[ITC Hartford Logo]

<PAGE>

TABLE OF CONTENTS

Page

Contract Specifications 3

Definition of Certain Terms 4

Premium Payments Provision 5

Contract Control Provisions 5

General Provisions 6

Valuation Provisions 7

Termination Provisions 8

Settlement Provisions 10

Annuity Tables 12

Page 2

<PAGE>

CONTRACT SPECIFICATIONS

CONTRACT NUMBER SPECIMEN CONTRACT DATE APRIL 14, 1987
NAME OF ANNUITANT JAMES SCOTT DATE OF ISSUE APRIL 14, 1987
AGE OF ANNUITANT 35 ANNUITY COMMENCEMENT
DATE JANUARY 1, 2017
SEX OF ANNUITANT MALE INITIAL PREMIUM PAYMENT 2,000
MINIMUM SUBSEQUENT
PAYMENT 2,000
CONTINGENT
ANNUITANT PAUL SCOTT

BENEFICIARY ANN SCOTT CONTRACT OWNER JAMES SCOTT
(IF OTHER THAN
ANNUITANT) MARY SCOTT

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

FORMS NUMBERS DESCRIPTION OF BENEFITS
HL -
11570, 11656,
11571, 11572, INDIVIDUAL FLEXIBLE VARIABLE ANNUITY CONTRACT
11573, 11574,
11575, 11384,

THE INITIAL PREMIUM PAYMENT WILL BE ALLOCATED AS SPECIFIED IN YOUR APPLICATION.
THE SAME ALLOCATIONS WILL BE MADE FOR SUBSEQUENT PREMIUM PAYMENTS UNLESS, AT THE
TIME OF SUCH PAYMENTS, YOU INSTRUCT US TO ALLOCATE THEM DIFFERENTLY.

SEPARATE ACCOUNT: HARTFORD LIFE INSURANCE COMPANY --
PUTNAM CAPITAL ACCUMULATION PLAN SEPARATE ACCOUNT

SUB-ACCOUNT BASED ON:

P/CAP VOYAGER FUND SUB-ACCOUNT P/CAP VOYAGER FUND

P/CAP GROWTH & INCOME FUND SUB-ACCOUNT P/CAP GROWTH & INCOME FUND

P/CAP HIGH YIELD FUND SUB-ACCOUNT P/CAP HIGH YIELD FUND

P/CAP MONEY MARKET FUND SUB-ACCOUNT P/CAP MONEY MARKET FUND

P/CAP GOVERNMENT & HIGH YIELD BOND P/CAP GOVERNMENT & HIGH
FUND SUB-ACCOUNT YIELD FUND

P/CAP MULTI-STRATEGY FUND SUB-ACCOUNT P/CAP MULTI-STRATEGY FUND

OR OTHER FUNDS AS MAY BE MADE AVAILABLE FROM TIME TO TIME

PAGE 3

<PAGE>

CONTRACT SPECIFICATIONS (continued)

CONTRACT OWNER SPECIMEN DATE OF ISSUE APRIL 14, 1987
NAME OF ANNUITANT JAMES SCOTT ANNUITY COMMENCEMENT JANUARY 1, 2017

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

CONTINGENT DEFERRED SALES CHARGES:

SUBJECT TO THE WITHDRAWAL PRIVILEGE, CONTINGENT DEFERRED SALES CHARGES
ON CONTRACTS WILL BE ASSESSED AGAINST CONTRACT VALUES WHEN SURRENDERED. THE
LENGTH OF TIME FROM RECEIPT OF THE PREMIUM PAYMENT TO THE TIME OF SURRENDER
DETERMINES THE CHARGE. FOR THIS PURPOSE, PREMIUM PAYMENTS WILL BE DEEMED TO
BE SURRENDERED IN THE ORDER IN WHICH THEY WERE RECEIVED AND ALL SURRENDERS WILL
BE FIRST FROM PREMIUM PAYMENTS AND THEN FROM OTHER CONTRACT VALUES. THIS CHARGE
IS A PERCENTAGE OF THE AMOUNT WITHDRAWN AMOUNT WITHDRAWN (NOT TO EXCEED THE
AGGREGATE AMOUNT OF THE PREMIUM PAYMENTS MADE) AND EQUALS:

LENGTH OF TIME FROM PURCHASE PAYMENT
CHARGE (NUMBER OF YEARS)

5% 1
5% 2
4% 3
3% 4
2% 5
0% 6 AND THEREAFTER

NO CONTINGENT DEFERRED SALES CHARGES WILL BE ASSESSED IN THE EVENT OF
DEATH OF THE ANNUITANT OR CONTRACT OWNER (AS APPLICABLE), OR IF CONTRACT
VALUES ARE APPLIED TO AN ANNUITY OPTION PROVIDED FOR UNDER THIS CONTRACT
(PROVIDED HOWEVER, ANY SURRENDER OUT OF OPTION 5 WILL BE SUBJECT TO
CONTINGENT DEFERRED SALES CHARGES, IF APPLICABLE) OR UPON THE EXERCISE OF THE
WITHDRAWAL PRIVILEGE.

ANNUAL WITHDRAWAL PRIVILEGE AMOUNT: 10% OF PREMIUM PAYMENTS

ANNUAL CONTRACT MAINTENANCE FEE: $25

MORTALITY AND EXPENSE RISK CHARGE: 1.25% PER ANNUM OF THE AVERAGE DAILY
CONTRACT VALUE.

ADMINISTRATION CHARGE: .15% PER ANNUM OF THE AVERAGE DAILY CONTRACT VALUE.

PAGE 3 (CONTINUED)

<PAGE>

DEFINITION OF ACCUMULATION UNIT - An accounting unit of measure used to
CERTAIN TERMS calculate the value of this contract before annuity
payments begin.

ANNUITANT - The person on whose life this contract is issued.

ANNUITY COMMENCEMENT DATE - The date on which annuity payments
are to begin as described under Settlement Provisions in this
contract.

ANNUITY UNIT - An accounting unit of measure used to calculate
the amount of annuity payments.

BENEFICIARY - The person designated to receive benefits in
case of the death of the Annuitant.

COMPANY - The Hartford Life Insurance Company.

CONTINGENT ANNUITANT - The person so designated by the
Contract Owner who, upon the Annuitant's death, prior to the
Annuity Commencement Date, becomes the Annuitant.

CONTRACT ANNIVERSARY - An anniversary of the Contract Date.
Similarly, Contract Years are measured from the Contract Date.
The Contract Date is shown on Page 3.

CONTRACT MAINTENANCE FEE - An amount which is deducted from
the value of the contract at the end of the Contract Year or
on the date of surrender of this contract, if earlier.

CONTRACT OWNER - The owner(s) of the contract.

CONTRACT OWNER'S ACCOUNT - The account established for a
Contract Owner under which the Accumulation and Annuity Units
credited to a Contract are held.

CONTRACT VALUE - The value of any Accumulation Units held under
the contract on any day.

DATE OF ISSUE - The date on which an Account is established
for the Contract Owner by the Company.

DUE PROOF OF DEATH - A certified copy of the death
certificate, an order of a court of competent jurisdiction, a
statement from a physician who attended the deceased, or any
other proof acceptable to the Company.

FUND(S) - Currently the funds specified on Page 3.

GENERAL ACCOUNT - All assets of the Company other than those
in the Separate Account, or in any other separate investment
account established by the Company.

MINIMUM DEATH BENEFIT - The minimum amount payable upon the
death of an Annuitant prior to age 85 and before annuity
payments have commenced.

PREMIUM TAX - The amount of tax, if any, charged by a state
or municipality on premium payments or contract values.

SEPARATE ACCOUNT - An Account established by the Company to
separate the assets funding the variable benefits for the
class of contracts to which this contract belongs from the
other assets of the Company. The Separate Account and the
Funds, which are the underlying securities of the Separate
Account, are listed on the Contract Specifications on
Page 3 of this contract.

SUB-ACCOUNT OR "ACCOUNT" - The subdivisions of the Separate
Account which are used to determine how the Contract Owner's
Account is allocated between the Funds.

TERMINATION VALUE - The value of the contract upon
termination, as described in the section of the contract
captioned "Termination Provisions."

VALUATION DAY - Every day the New York Stock Exchange is open
for trading except for certain holidays specified in the
currently effective prospectus.

Page 4

<PAGE>

PREMIUM PREMIUM PAYMENTS
PAYMENTS
Premium payments are payable at the designated office(s) of
the Company. Payments may be made by cash.

The Initial Premium Payment is shown on Page 3. This is a
flexible premium annuity. Additional payments may be accepted
by the Company. The additional payments must be at least equal
to the minimum subsequent premium payment shown on Page 3.

ALLOCATION OF PREMIUM PAYMENTS

The Contract Owner shall specify that portion of any premium
payment to be allocated to each Sub-Account of the Separate
Account, provided, however, that the minimum allocation to any
Sub-Account may not be less than the Company's minimum amount
then in effect. The Contract Owner may re-allocate amounts
held in the Sub-Accounts at any time. Such re-allocation may
occur before or after annuity payments commence.

CONTRACT ANNUITANT, CONTINGENT ANNUITANT, CONTRACT OWNER AND
CONTROL BENEFICIARY
PROVISIONS
The Annuitant and Contingent Annuitant may not be changed.

The designations of Contract Owner and Beneficiary will
remain in effect until changed by the Contract Owner.
Changes in the designation of the Contract Owner and
Beneficiary may be made during the lifetime of the Annuitant
by written notice to the Company. If the Beneficiary has been
designation irrevocably, however, such designation cannot be
changed or revoked without such Beneficiary's written consent.
Upon receipt of such notice and written consent, if required,
at the offices of the Company, the new designation will take
effect as of the date the notice is signed, whether or not the
Annuitant or Contract Owner is alive at the time of receipt
of such notice. The Change will be subject to any payments made
or other action taken by the Company before the receipt
of the notice.

The Contract Owner has the sole power to exercise all the
rights, options and privileges granted by this contract or
permitted by the Company and to agree with the Company to any
change in or amendment to the contract. The rights of the
Contract Owner shall be subject to the rights of any assignee
of record with the Company and of any irrevocably designated
beneficiary. Except with respect to the Termination
Provisions, joint Contract Owners may provide that each
Contract Owner may provide that each Contract Owner alone
may exercise all rights, options and privileges.

DEATH OF THE ANNUITANT

If the Annuitant dies before Annuity Commencement Date, the
Contingent Annuitant becomes the Annuitant. If there is no
Contingent Annuitant designation in effect when the
Annuitant dies or if the Annuitant dies after the Annuity
Commencement Date, the Beneficiary will be as provided in the
Beneficiary designation then in effect. If no Beneficiary
designation is in effect or if there is no designated
Beneficiary living, the Contract Owner will be the Beneficiary.
If the Annuitant is the sole Contract Owner and there is
no Beneficiary designation in effect, the Annuitant's estate
will be the Beneficiary. However, if the Annuitant is a joint
Contract Owner, the Beneficiary shall be the surviving
Contract Owner.

DEATH OF A CONTRACT OWNER

If a sole Contract Owner dies prior to the Annuity
Commencement Date the Beneficiary shall be as provided in the
Beneficiary designation then in effect. If no Beneficiary
designation is in effect or if the Beneficiary has
predeceased the Contract Owner, the Contract Owner's estate
shall be the Beneficiary.

At the first death of a joint Contract Owner prior to the
Annuity Commencement Date, the Beneficiary shall be the
surviving Contract Owner.

Page 5

<PAGE>

GENERAL THE CONTRACT
PROVISIONS
This contract and the application, a copy of which is attached
to the contract when issued on payment of the required Initial
Premium Payment, constitute the entire contract. All statements
in the application shall, in the absence of fraud, be deemed
representations and not warranties. No statement shall avoid
this contract or be used in defense of a claim under it unless
contained in such written application and a copy attached to
this contract when issued.

That portion of the assets of the Separate Account equal to
the reserves and other contract liabilities of the Separate
Account shall not be chargeable with liabilities arising out
of any other business the Company may conduct.

MODIFICATION

No modification of this contract shall be made except over the
signature of the President, a Vice President, a Secretary or
an Assistant Secretary of the Company.

The Company reserves the right to modify the contract, but
only if such modification: (i) is necessary to make the
contract or the Separate Account comply with any law or
regulation issued by a governmental agency to which the
Company is subject; (ii) is necessary to assure continued
qualification of the contract under the Internal Revenue Code
or other federal or state laws relating to retirement
annuities or annuity contracts; (iii) is necessary to reflect
a change in the operation of the Separate Account or the Sub-
Account(s); (iv) provides additional Separate Account options;
or (v) withdraws Separate Account options. In the event of any
such modification, the Company will provide notice to the
Contract Owner, or to the payee(s) during the annuity period.
The Company may also make appropriate endorsement in the
Contract to reflect such modification.

MINIMUM VALUE STATEMENT

Any Termination Values, death benefits or settlement
provisions available under this contract equal or exceed those
required by the state in which the contract is delivered.

NON-PARTICIPATION

This contract does not share in the surplus earnings of the
Company.

MISSTATEMENT OF AGE AND SEX

If the age or sex of the Annuitant has been misstated, the
amount of the annuity payable by the Company shall be that
provided by the number of Accumulation Units allocated to
effect such annuity on the basis of the corrected information
without changing the date of the first payment of such annuity.
Any underpayments by the Company shall be made up immediately
and any overpayments shall be charged against future amounts
becoming payable.

REPORTS TO THE CONTRACT OWNER

There shall be furnished to each Contract Owner copies of any
shareholder reports of the Funds and of any other notices,
reports or documents required by law to be delivered to
Contract Owners. Annually, a statement of the value of the
Contract Owner's Account is sent to the Contract Owner.

Page 6

<PAGE>

GENERAL VOTING RIGHTS
PROVISIONS
(CONTINUED) The Company shall notify the Contract Owner of any Fund
shareholders' meetings at which the shares held for the
Contract Owner's Account may be voted and shall also send
proxy materials and a form of instruction by means of which
the Contract Owner can instruct the Company with respect to
the voting of the shares held for the Contract Owner's
Account. In connection with the voting of Fund shares held by
it, the Company shall arrange for the handling and tallying of
proxies received from Contract Owners. The Company as such,
shall have no right, except as hereinafter provided, to vote
any Fund shares held by it hereunder which may be registered
in its name or the names of its nominees. The Company will,
however, vote the Fund shares held by it in accordance with
the instructions received from the Contract Owners for whose
Accounts the Fund shares are held. If a Contract Owner desires
to attend any meeting which shares held for the Contract
Owner's benefit may be voted, the Contract Owner may request
the Company to furnish a proxy or otherwise arrange for the
exercise of voting rights with respect to the Fund shares held
for such Contract Owner's Account. In the event that the
Contract Owner gives no instructions or leaves the manner of
voting discretionary, the Company will vote such shares of
the appropriate Fund in the same proportion as shares of that
Fund for which instructions have been received. During the
annuity period under a contract the number of votes will
decrease as the assets held to fund annuity benefits decrease.

SUBSTITUTION

The Company reserves the right, subject to compliance with the
law, to substitute the shares of any other registered
investment company for the shares of any Fund held by the
Separate Account. Substitution may occur only if shares of
the Fund(s) become unavailable or due to changes in applicable
law or interpretations of law. Current law requires
notification to you of any such substitution and approval of
the Securities and Exchange Commission.

PROOF OF SURVIVAL

The payment of any annuity benefit will be subject to evidence
that the Annuitant is alive on the date such payment is
otherwise due.

VALUATION NET PREMIUM PAYMENTS
PROVISIONS
Premium payments are not subject to a front end sales charge.
The net premium payment is therefore equal to a premium payment
minus any applicable Premium Taxes.

The net premium payment is applied to provide Accumulation
Units with respect to the Sub-Account(s) selected by the
Contract Owner. The number of Accumulation Units credited to
each Sub-Account is determined by dividing the net premium
payment allocated to a Sub-Account by the dollar value of one
Accumulation Unit for such Sub-Account, next computed after the
receipt of a premium payment by the Company.

The number of Accumulation Units so determined will not be
affected by any subsequent change in the value of such
Accumulation Units. The Accumulation Unit value in any Sub-
Account may increase or decrease from day to day as described
below.

NET INVESTMENT FACTOR

The General Account net investment factor for any day
subsequent to the Annuity Commencement Date is a rate of
interest guaranteed to be at least 4 per cent per annum
compounded annually.

The net investment factor for each of the Sub-Accounts is
equal to the net asset value per share of the corresponding
Fund at the end of the valuation period (plus the per share
amount of any dividends or capital gain distributions
by that Fund if the dividend date occurs in the valuation
period then ended) divided by the net asset value per share of
the corresponding Fund at the beginning of the valuation period
and subtracting from that amount the mortality and expense risk
charge and the administration charge shown on Page 3.

Page 7

<PAGE>

VALUATION ACCUMULATION UNIT VALUE
PROVISIONS
(CONTINUED) The Accumulation Unit Value for each Sub-Account will vary to
reflect the investment experience of the applicable Fund and
will be determined on each Valuation Day by multiplying the
Accumulation Unit Value of the particular Sub-Account on the
preceding Valuation Day by the net investment factor for that
Sub-Account for the valuation period then ended.

ANNUITY UNIT VALUE

The value of the General Account Annuity Unit is fixed at
$1.00. The value of an Annuity Unit for each Sub-Account of
the Separate Account was fixed at $1.00 on the date Fund shares
were first purchased for the Sub-Accounts of the Separate
Account, and for any day thereafter is determined by
multiplying the value of the Annuity Unit for that Sub-Account
on the preceding day by the product of (a) the net investment
factor for that Sub-Account for the day for which the Annuity
Unit value is being calculated, and (b) 0.999892.

CONTRACT MAINTENANCE FEE

During each year that this contract is in force prior to the
Annuity Commencement Date, a fee will be deducted from the
contract at the end of the Contract Year or on the date of
surrender of this contract, if earlier. The fee will be
charged by reducing the number of Accumulation Units held
in the Sub-Accounts on that date on a pro rata basis. The
Contract Maintenance Fee is shown on Page 3.

The number of Accumulation Units deducted from the Sub-Account
is determined by dividing the Contract Maintenance Fee by the
value of one Accumulation Unit for the appropriate Sub-Account
at the end of the Contract Year, or on the date of surrender,
as applicable.

TERMINATION TERMINATION PRIOR TO THE ANNUITY COMMENCEMENT DATE
PROVISIONS
FULL SURRENDER

At any time prior to the Annuity Commencement Date, the
Contract Owner has the right to terminate the contract.
In such event, the Termination Value of the contract may be
taken in the form of a cash settlement.

The Termination Value of the contract is equal
to the Contract Value less:

(a) any applicable Premium Taxes not previously deducted;
(b) the Contract Maintenance Fee as specified on Page 3; and
(c) any applicable contingent deferred sales charges as
specified on Page 3.

PARTIAL SURRENDERS/ANNUAL WITHDRAWAL AMOUNT

The Contract Owner can make a partial surrender of Contract
Values at any time prior to the Annuity Commencement Date
provided the Contract Value remaining after the surrender is at
least equal to the Company's minimum amount rules then in
effect. If the remaining Contract Value following such
surrender is less than the Company's minimum amount rules, the
Company will terminate the contract and pay the Termination
Value.

The contingent deferred sales charge, as described on Page 3,
will be assessed against any Contract Values surrendered in
the first Contract Year. After the first Contract Year, once
each year (on a noncumulative basis), the Contract Owner may
make a single, partial surrender of the Contract Value up to
the withdrawal privilege amount shown on Page 3. The contingent
deferred sales charge will not be assessed against such
amounts. Any withdrawal privilege amount surrenders will be
deemed to be from Contract Values other than premium payments.

Surrender of Contract Values in excess of the withdrawal
privilege amount in any Contract Year will be subject to the
contingent deferred sales charge, as described on Page 3, if
applicable.

TERMINATION AFTER THE ANNUITY COMMENCEMENT DATE

This contract may not be surrendered for its Termination Value
after the commencement of annuity payments, except with
respect to Option Five.

Page 8

<PAGE>

TERMINATION PAYMENT ON SURRENDER - DEFERRAL OF PAYMENT
PROVISIONS
(CONTINUED) Payment on any request for surrender will be made as soon as
possible and in any event no later than seven days after the
written request is received by the Company. Payment may be
subject to postponement:

(a) for any period during which the New York Stock Exchange
is closed other than customary weekend and holiday
closings or during which trading on the New York Stock
Exchange is restricted;

(b) for any period during which an emergency exists as a
result of which (i) disposal of the securities held in
the Sub-Accounts is not reasonably practicable, or (ii)
it is not reasonably practicable for the value of the net
assets of the Separate Account to be fairly determined;
and

(c) for such other periods as the Securities and Exchange
Commission may, by order, permit for the protection of
the Contract Owners. The conditions under which trading
shall be deemed to be restricted or an emergency shall
be deemed to exist shall be determined by rules and
regulations of the Securities and Exchange Commission.

We may defer payment of any amounts which are based on
Contract Values which do not depend on the investment
performance of a Separate Account for up to six months
from the date of the request.

DEATH BENEFIT

If the Annuitant dies prior to the Annuity Commencement Date
and there is no designated Contingent Annuitant surviving, or
if the Contract Owner dies before the Annuity Commencement
Date, the Beneficiary, as determined under the Contract Control
Provisions on page 5, will receive the value of the contract
and the Sub-Account(s) thereunder on the date of receipt of
Due Proof of Death at the offices of the Company. However, if
upon death prior to the Annuity Commencement Date, the
Annuitant or Contract Owner, as applicable, had not attained
age 85, the Beneficiary will receive the greater of the then
value of the contract or 100% of the premium payments made
reduced by the dollar amount of any partial terminations.
Death proceeds payable on the death of the Annuitant or
Contract Owner are not subject to any contingent deferred
sales charges.

The death benefit may be taken in one sum or under any of the
settlement options available in the Company's individual
variable annuities then being issued provided, however,
that, in the event of a Contract Owner's death, any settlement
option must provide that any amount payable as a death benefit
will be distributed within five years of the date of death
or, if the benefit is payable over a period not extending
beyond the life expectancy of the Beneficiary or over the life
of the Beneficiary, such distribution must commence within one
year of the date of death. Notwithstanding the previous
sentence, in the event of the Contract Owner's death where the
sole Beneficiary is the spouse of the Contract Owner and the
Annuitant or Contingent Annuitant is living, such spouse may
elect, in lieu of receiving the death benefit, to be treated
as the Contract Owner.

When payment is taken in one sum, payment will be made within
7 days after the date Due Proof of Death is received, except
when the Company is permitted to defer such payment under the
Investment Company Act of 1940.

Page 9

<PAGE>

SETTLEMENT ANNUITY COMMENCEMENT DATE
PROVISIONS
The Annuity Commencement Date is selected by the Contract
Owner and may be the first day of any month before or
including the month of the Annuitant's 85th birthday, but in
no event earlier than the end of the third Contract Year. In
the absence of a written election to the contrary, the Annuity
Commencement Date will be the first day of the month
coincident with or next following the Annuitant's 85th
birthday.

ELECTION OF ANNUITY OPTION

The Contract Owner may elect to have the Termination Value
applied on the Annuity Commencement Date under any one of the
annuity options described below, but in the absence of such
election the value of the Contract on the Annuity Commencement
Date will be under the second option to provide a life
annuity with 120 monthly payments certain.

The value of the contract is determined on the basis of the
Accumulation Unit value of each Sub-Account on the fifth
business day preceding the date annuity payments are to
commence. The Contract Owner may elect in writing to change
the Sub-Account(s) on which the annuity payments are based
following the commencement of annuity payments.

DATE OF PAYMENT - The first payment under any option shall be
made on the first day of the month following approval of claim
for settlement. Subsequent payments shall be made on the
first day of each subsequent month in accordance with the
manner of payment selected.

The Contract Owner, or in the case the Contract Owner shall
not have done so, the Beneficiary after the death of the
Annuitant, may elect in lieu of payment in one sum, that any
amount or part thereof due by the Company under this contract
to the Beneficiary shall be applied under any of the options
described below. Such election must be made within one year
after the death of the Annuitant by written notice to the
Offices of the Company.

In the event of the death of the Annuitant while receiving
annuity payments, the present value at the current dollar
amount on the date of death of any remaining guaranteed number
of payments, or any then remaining balance of proceeds under
the Fifth Option, will be paid in one sum to the Beneficiary
unless other provisions shall have been made and approved by
the Company, provided, however, if the Annuitant was also the
Contract Owner, any method of distribution must provide that
any amount payable as a death benefit will be distributed at
least as rapidly as under the method of distribution in effect
at the Contract Owner's death. In the case of the Separate
Account calculations, for such present value of the
guaranteed number of payments remaining the Company will assume
a net investment rate of 4% per annum. In the case of the
General Account the net investment rate assumed will be the
rate used by the Company to determine the amount of each
certain payment. The Annuity Unit value on the date of receipt
of Due Proof of Death shall be used for the purpose of
determining such present value.

ANNUITY OPTIONS

FIRST OPTION - Life Annuity - An annuity payable monthly
during the lifetime of the payee, ceasing with the last payment
due prior to the death of the payee.

*SECOND OPTION - Life Annuity with 120, 180 or 240 Monthly
Payments Certain - An annuity providing monthly income to the
payee for a fixed period of 120 months, 180 months, or 240
months (as selected), and for as long thereafter as the payee
shall live.

*THIRD OPTION - Unit Refund Life Annuity - An annuity payable
monthly during the lifetime of the payee, ceasing with the
last payment due prior to the death of the payee, provided
that, at the death of the payee, the Beneficiary will receive
an additional payment of the then dollar value of the number of
Annuity Units equal to the excess if any of (a) over (b) where
(a) is the total amount applied under the option divided by the
Annuity Unit value on the effective date of annuity payments
and (b) is the number of Annuity Units represented by each
payment multiplied by the number of payments made.

Page 10

<PAGE>

SETTLEMENT ANNUITY OPTIONS CONTINUED
PROVISIONS
(CONTINUED) FOURTH OPTION - Joint and Last Survivor Annuity - An annuity
payable monthly during the joint lifetime of the payee and a
secondary payee, and thereafter during the remaining lifetime
of the survivor, ceasing with the last payment prior to the
death of the survivor.

*FIFTH OPTION - Payments for a Designated Period - An amount
payable monthly for the number of years selected which may be
from 5 to 30 years. The remaining balance of proceeds in the
General Account or the Separate Account for any day is equal
to the balance on the previous day decreased by the amount of
any installment paid on that day and the remainder multiplied
by the applicable net investment factor for the day as
described in the valuation provisions. Any surrender out of
this option will be subject to contingent deferred sales
charges, as described on Page 3.

*If this contract is issued to qualify under Section 401,
403, or 408 of the Internal Revenue Code of 1954 as amended,
these options shall be available only if the guaranteed
payment period is less than the life expectancy of the
Annuitant at the time the option becomes effective. Such life
expectancy will be computed under the mortality table then in
use by the Company.

ALLOCATION OF ANNUITY

At the time election of one of the Annuity Options is made,
the person electing the option may further elect to have the
value of the contract applied to provide a variable annuity,
a fixed dollar annuity or a combination of both.

If no election is made to the contrary, the value of a
Sub-Account of the Separate Account shall be applied to
provide a variable annuity based thereon.

VARIABLE ANNUITY AND FIXED DOLLAR ANNUITY

Variable Annuity - A variable annuity is an annuity with
payments increasing or decreasing in amount in accordance
with net investment results of the Sub-Account(s) of the
Separate Account (as described in the Valuation Provisions).
After the first monthly payment for a variable annuity has
been determined in accordance with the provisions of this
contract, a number of Sub-Account Annuity Units is determined
by dividing that first monthly payment by the appropriate
Sub-Account Annuity Unit value on the effective date of the
annuity payments. Once variable annuity payments have begun,
the number of Annuity Units remains fixed with respect to a
particular Sub-Account. If the Contract Owner elects that
continuing annuity payments be based on a different Sub-
Account, the number will change effective with that election
but will remain fixed in number following such election.
The method of calculating the unit value is described under
Valuation Provisions.
The dollar amount of the second and subsequent variable
annuity payments is not predetermined and may increase
or decrease from month to month. The actual amount of
each variable annuity payment after the first is determined
by multiplying the number of Sub-Account Annuity Units by
the Sub-Account Annuity Unit value as described in the
Valuation Provisions for the fifth business day preceding
the date the annuity payment is due.

The Company guarantees that the dollar amount of variable
annuity payments will not be adversely affected by
variations in the expense results and in the actual
mortality experience of payees from the mortality
assumptions, including any age adjustments, used in
determining the first monthly payment.

Fixed Dollar Annuity - A fixed dollar annuity is an annuity
with payments which remain fixed as to dollar amount
throughout the payment period. Although fixed dollar annuity
payments may never be less than the first monthly payment,
each payment after the first may be increased as a result
of excess interest credits.

Page 11

<PAGE>

ANNUITY TABLES The attached tables show the dollar amount of the first
monthly payments for each $1,000 applied under the options.
Under the First, Second or Third Options, the amount of each
payment will depend upon the age and sex of the payee at the
time the first payment is due. Under the Fourth Option, the
amount of each payment will depend upon the sex of both
payees and their ages at the time the first payment is due.

MINIMUM PAYMENT - No election of any options or combination
of options may be made under this contract unless the first
payment for each affected Account would be at least equal to
the minimum payment amount according to Company rules then in
effect. If at any time, payments to be made to any payee from
either Account are or become less than the minimum payment
amount, the Company shall have the right to change the
frequency of payment to such intervals as will result in a
payment amount per annum, the Company may make such other
settlement as may be equitable to the payee.

DESCRIPTION OF TABLE - The tables for the First, Second,
Third and Fourth Options are based on the 1983a. Individual
Annuity Mortality Table with ages set back one year and a
net investment rate of 4% per annum. The table for the Fifth
Option is based on a net investment rate of 4% per annum.

For purposes of electing fixed annuity payments, the Contract
Owner may elect any of the tables established and offered by
the Company; provided, however, that no such election may be
changed with respect to any Annuitant following the
commencement of annuity payments.

Page 12

<PAGE>

AMOUNT OF FIRST MONTHLY PAYMENT
FOR EACH $1,000 APPLIED

Second and subsequent annuity payments, when based on the investment
experience of a Separate Account, are variable and are not guaranteed
as to fixed dollar amount.

FIRST, SECOND AND THIRD OPTIONS -- SINGLE LIFE ANNUITIES WITH:

<TABLE>
<CAPTION>
- - -----------------------------------------------------------------------------------------------------------------------------------
Age Male Payee Female Payee
------------------------------------- -------------------------------------------
Monthly Payments Guaranteed Unit Monthly Payments Guaranteed Unit
------------------------------------- -------------------------------------------
None 120 180 240 Refund None 120 180 240 Refund
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $ 4.03 $4.02 $4.01 $3.99 $3.99 $3.86 $3.86 $3.85 $3.84 $3.84
40 4.22 4.21 4.19 4.16 4.16 4.01 4.00 3.99 3.98 3.98
45 4.47 4.44 4.41 4.36 4.36 4.19 4.18 4.17 4.15 4.15
50 4.79 4.74 4.68 4.60 4.60 4.44 4.42 4.39 4.36 4.37
51 4.86 4.81 4.74 4.65 4.68 4.50 4.47 4.45 4.40 4.41
52 4.94 4.88 4.80 4.71 4.74 4.56 4.53 4.50 4.45 4.47
53 5.02 4.95 4.87 4.76 4.81 4.62 4.59 4.56 4.50 4.51
54 5.10 5.03 4.94 4.82 4.88 4.69 4.66 4.62 4.56 4.58
55 5.19 5.11 5.01 4.88 4.95 4.76 4.72 4.68 4.61 4.64
56 5.29 5.20 5.09 4.94 5.03 4.84 4.80 4.74 4.67 4.70
57 5.39 5.29 5.17 5.00 5.11 4.92 4.87 4.81 4.73 4.77
58 5.49 5.38 5.25 5.06 5.20 5.00 4.95 4.88 4.79 4.84
59 5.61 5.48 5.33 5.12 5.28 5.09 5.03 4.96 4.85 4.91
60 5.73 5.59 5.42 5.18 5.38 5.19 5.12 5.04 4.91 5.02
61 5.86 5.70 5.51 5.24 5.48 5.29 5.22 5.12 4.98 5.07
62 6.00 5.82 5.60 5.31 5.59 5.40 5.32 5.21 5.05 5.17
63 6.16 5.95 5.69 5.37 5.71 5.52 5.42 5.30 5.11 5.26
64 6.32 6.08 5.79 5.43 5.84 5.65 5.53 5.39 5.18 5.36
65 6.49 6.21 5.89 5.48 5.98 5.78 5.65 5.49 5.25 5.48
66 6.68 6.35 5.98 5.54 6.13 5.92 5.77 5.58 5.32 5.59
67 6.88 6.50 6.08 5.59 6.23 6.08 5.90 5.69 5.39 5.72
68 7.09 6.65 6.18 5.64 6.40 6.24 6.04 5.79 5.45 5.86
69 7.31 6.81 6.28 5.69 6.58 6.42 6.19 5.90 5.51 6.01
70 7.56 6.97 6.37 5.73 6.77 6.61 6.34 6.01 5.58 6.18
75 9.05 7.83 6.80 5.89 7.89 7.83 7.21 6.54 5.82 7.21
80 11.16 8.66 7.10 5.97 9.86 9.65 8.19 6.97 5.94 8.68

<CAPTION>
FOURTH OPTION -- JOINT AND LAST SURVIVOR ANNUITY

Age of Age of Female Payee
Male Payee 35 40 45 50 55 60 65 70 75 80
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
35 $3.62 $3.68 $3.73 $3.77 $3.81 $3.84 $3.87 $3.89 $3.90 $3.91
40 3.65 3.73 3.80 3.86 3.92 3.97 4.01 4.04 4.07 4.09
45 3.68 3.77 3.86 3.95 4.04 4.12 4.18 4.23 4.27 4.30
50 3.70 3.80 3.92 4.04 4.16 4.27 4.37 4.45 4.52 4.57
55 3.72 3.83 3.96 4.11 4.27 4.43 4.58 4.71 4.81 4.89
60 3.73 3.85 4.00 4.17 4.36 4.57 4.79 4.99 5.17 5.30
65 3.74 3.87 4.03 4.21 4.44 4.70 4.99 5.29 5.57 5.80
70 3.75 3.88 4.05 4.25 4.50 4.81 5.17 5.57 5.99 6.38
75 3.76 3.89 4.06 4.27 4.54 4.88 5.31 5.82 6.40 7.00
80 3.76 3.90 4.07 4.29 4.57 4.94 5.41 6.01 6.75 7.58

<CAPTION>
FIFTH OPTION -- PAYMENT FOR A DESIGNATED PERIOD
- - ---------------------------------------------------------------------------------------------------------
Amount Amount Amount Amount Amount Amount
No. of No. of No. of No. of No. of No. of
of Monthly of Monthly of Monthly of Monthly of Monthly of Monthly
Years Payments Years Payments Years Payments Years Payments Years Payments Years Payments
- - ----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5 $18.32 10 $10.06 15 $7.34 20 $6.00 25 $5.22 30 $4.72
6 15.56 11 9.31 16 7.00 21 5.81 26 5.10
7 13.59 12 8.69 17 6.71 22 5.64 27 5.00
8 12.12 13 8.17 18 6.44 23 5.49 28 4.90
9 10.97 14 7.72 19 6.21 24 5.35 29 4.80

The monthly payment for any ages not shown will be quoted upon request.
</TABLE>

[ITT HARTFORD LOGO]

<PAGE>

[ITT HARTFORD LOGO]

Hartford Life Insurance Company
P.O. Box 2999
Hartford, Connecticut 06104-2999
(a stock life insurance company)

Individual Flexible Premium Variable
Annuity Contract

Premium payments are flexible as described herein.

Nonparticipating

ALL PAYMENTS AND VALUES PROVIDED BY THIS CON-
TRACT, WHEN BASED ON INVESTMENT EXPERIENCE
OF A SEPARATE ACCOUNT, ARE VARIABLE AND ARE
NOT GUARANTEED AS TO FIXED DOLLAR AMOUNT.

INDIVIDUAL FLEXIBLE PREMIUM
VARIABLE ANNUITY CONTRACT

<PAGE>
Exhibit 5
Application for
[ITT HARTFORD LOGO] Variable Annuity Contract [PUTNAM LOGO]
Hartford Life Insurance Company
P.O. Box 2999
Please Print Hartford, CT 06104-2999

<TABLE>
- - ------------------------------------------------------------------------------------------------------------------------------------
ANNUITANT (Also the Contract Owner unless the Contract Owner block below is completed)
- - ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Name Street, City, State, Zip Code Tax ID/Soc. Sec. No.

- - ------------------------------------------------------------------------------------------------------------------------------------
Sex / / Male Birthdate (Mo. Day Yr.) Occupation Employer (If self employed "Self")
/ / Female
- - ------------------------------------------------------------------------------------------------------------------------------------
CONTINGENT ANNUITANT
- - ------------------------------------------------------------------------------------------------------------------------------------
Name Street, City, State, Zip Code Tax ID/Soc. Sec. No.

- - ------------------------------------------------------------------------------------------------------------------------------------
Sex / / Male Birthdate (Mo. Day Yr.) Occupation Employer (If self employed "Self")
/ / Female
- - ------------------------------------------------------------------------------------------------------------------------------------
CONTRACT OWNER (If other than Annuitant)
- - ------------------------------------------------------------------------------------------------------------------------------------
Name Street, City, State, Zip Code Tax ID/Soc. Sec. No.

- - ------------------------------------------------------------------------------------------------------------------------------------
JOINT CONTRACT OWNER
- - ------------------------------------------------------------------------------------------------------------------------------------
Name Street, City, State, Zip Code Tax ID/Soc. Sec. No.

- - ------------------------------------------------------------------------------------------------------------------------------------
BENEFICIARY
- - ------------------------------------------------------------------------------------------------------------------------------------
Primary Relationship Contingent Relationship

- - ------------------------------------------------------------------------------------------------------------------------------------
Select One or More Putnam Sub-Accounts. Please check below, as appropriate and indicate allocation.

____________% [ ] P/CAP Government & High Yield Bond Fund ___________ %
[ ] P/CAP Voyager Fund ____________% [ ] Other ___________ %
[ ] P/CAP Growth & Income Fund ____________% [ ] Other ___________ %
[ ] P/CAP High Yield Fund ____________% TOTAL 100 %
[ ] P/CAP Money Market Fund ____________% __________
[ ] P/CAP Multi-Strategy Fund ____________% Initial Premium Payment $_______________________ %

- - ------------------------------------------------------------------------------------------------------------------------------------
FOR TAX QUALIFIED PLANS. Check appropriate Box / / IRA / / 401(a) / / IRA Rollover / / 403 (b)
Unless a box has been checked, it will be assumed that this is going to be a non-qualified Plan.
- - ------------------------------------------------------------------------------------------------------------------------------------
ANNUITY COMMENCEMENT DATE AND OPTIONAL ANNUITY FORM ELECTION
- - ------------------------------------------------------------------------------------------------------------------------------------
The Annuity Commencement Date may be no earlier than 3 years after the date of Initial Premium Payment.

The Annuity Commencement Date shall be the first day of --------------------- - -------------- (not beyond age 85)
(month) (year)
The annuity option selection is not required at the time of application for the contract and may be selected at any time prior to
the Annuity Commencement Date. Option 2 commencing at age 85 with 120 payments certain is automatic if no selection is ever made.
- - ------------------------------------------------------------------------------------------------------------------------------------
REPLACEMENT
- - ------------------------------------------------------------------------------------------------------------------------------------
Will the annuity applied for replace existing annuity or life insurance? / / Yes / / No
If yes, explain:
- - ------------------------------------------------------------------------------------------------------------------------------------
SPECIAL REMARKS
- - ------------------------------------------------------------------------------------------------------------------------------------

- - ------------------------------------------------------------------------------------------------------------------------------------
I hereby represent my answers to the above questions to be true and correct to the best of my knowledge and belief and agree that
this application shall be part of any annuity contract issued by the Company. I UNDERSTAND THAT ANNUITY PAYMENTS OR SURRENDER
VALUES, WHEN BASED UPON THE INVESTMENT EXPERIENCE OF A SEPARATE ACCOUNT ARE VARIABLE AND ARE NOT GUARANTEED AS TO A FIXED DOLLAR
AMOUNT.

/ / RECEIPT OF A VARIABLE ANNUITY AND APPROPRIATE FUND PROSPECTUS IS HEREBY ACKNOWLEDGED.

If not checked, the appropriate prospectuses will be mailed to you.

/ / Applicant hereby requests a Statement of Additional Information. (The Statement of Additional Information contains certain
information not required in the Prospectus, such as provisions for substitution of shares, examples of annuity payment
calculations and financial statements of the Separate Account and of Hartford Life Insurance Company. It does not contain
financial statements of the Funds.)

SIGNED AT ____________________________________________ ON _____________________________________________________________
(City, State) (Month, Day, Year)
Financial
Consultant _______________________________________ _____________________________________________________________
(Print) (Signature of Contract Owner)
_______________________________________ _____________________________________________________________
(Signature) (Signature of Annuitant if other than Contract Owner)
- - ------------------------------------------------------------------------------------------------------------------------------------
MUST BE COMPLETED BY REGISTERED REPRESENTATIVE
- - ------------------------------------------------------------------------------------------------------------------------------------
Do you have reason to believe the Contract applied for is to replace existing annuities or
insurance owned by the annuitant? / /Yes / /No

Financial / / / / / / / / Putnam Client Account Number ________________________________
Consultant Code / / / / / / / / Broker/Dealer _______________________________________________
Sales/Branch Office ____________________________ Branch Telephone ____________________________________________

</TABLE>
Form HL-11657 Printed in U.S.A.

<PAGE>
76

Exhibit A. (a)(1)
Exhibit 6(1)
<TABLE>
<S><C>
CERTIFICATE
PENDING OR RESTATING CERTIFICATE
OF INCORPORATION BY ACTION OF / / INCORPORATORS / / BOARD OF /X/ BOARD OF DIRECTORS / / BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS AND MEMBERS
(Stock Corporation) (Nonstock Corporation)

_________________________
For office use only
_________________________
STATE OF CONNECTICUT ACCOUNT NO
SECRETARY OF THE STATE _________________________
INITIALS
_________________________

Hartford Life Insurance Company August 2,1984
- - ---------------------------------------------------------------------------------------------------------------------------------
B. AMENDED
2. The Certificate of incorporation is /X/ A. AMENDED ONLY / / AND RESTATED / / C. RESTATED ONLY by the following resolution

RESOLVED, That Section 3 of the Corporation's Restated Certificate
of Incorporation be amended to read as follows:

"Section 3. The capital with which the Corporation shall
commence business shall be an amount not less than one
thousand dollars ($1,000). The authorized capital shall be
five million six hundred and ninety thousand dollars
($5,690,000) divided into one thousand (1,000) shares of
common capital stock with a par value of five thousand six
hundred and ninety dollars ($5,690) each."

3. (Omit if 2.A is checked.)
(a) The above resolution merely restates and does not change the provisions of the original
Certificate of Incorporation as supplemented and amended to date, except as follows:
(Indicate amendments made, if any, if none, so indicate)

(b) Other than as indicated in Par. 3(a), there is no discrepancy between the provisions of the
original Certificate of Incorporation as supplemented to date, and the provisions of this
Certificate Restating the Certificate of Incorporation.

We (at least two-thirds of the incorporators) hereby declare, under the penalties of false statement that
the statements made in the foregoing certificate are true.
- - ---------------------------------------------------------------------------------------------------------------------------------
SIGNED SIGNED SIGNED

- - ---------------------------------------------------------------------------------------------------------------------------------
APPROVED
(All subscribers, or, if nonstock corporation, all applicants for membership entitled to vote, if none, so indicate)
- - ---------------------------------------------------------------------------------------------------------------------------------
SIGNED SIGNED SIGNED

</TABLE>
<PAGE>
77

(Continued)
<TABLE>
- - ---------------------------------------------------------------------------------------------------------------------------------

<S><C>
/ / 4. (Omit if 2C is checked.) The above resolution was adopted by the board of directors acting alone,
/ / there being no shareholders or subscribers. / / the board of directors being so authorized
pursuant to Section 33-341, Conn. G.S. as amended
/ / the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution.
- - ---------------------------------------------------------------------------------------------------------------------------------
5. The number of affirmative votes 6. The number of directors' votes
required to adopt such resolution is: in favor of the resolution was:
- - ----------------------------------------------------------------------------------------------------------------------------------
We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.
- - ----------------------------------------------------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- - ----------------------------------------------------------------------------------------------------------------------------------
SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)

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

/X/ 4. The above resolution was adopted by the board of directors and by shareholders.

5. Vote of shareholders:

(a) (Use if no shares are required to be voted as a class.)
- - ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES ENTITLED TO VOTE TOTAL VOTING POWER VOTE REQUIRED FOR ADOPTION VOTE FAVORING ADOPTION
400 440 400 267 294 400
- - ----------------------------------------------------------------------------------------------------------------------------------
(b) (If the shares of any class are entitled to vote as a class, indicate the designation and number of outstanding shares of
each such class, the voting power thereof, and the vote of each such class for the amendment resolution.)

We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.
- - ---------------------------------------------------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)
Howard N. Bennett (Sr. Vice President) Robert C. Fischer (Secretary)
- - ---------------------------------------------------------------------------------------------------------------------------------
SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)
/s/ Howard N. Bennett /s/ Robert C. Fischer
- - ---------------------------------------------------------------------------------------------------------------------------------
/ / 4. The above resolution was adopted by the board of directors and by members.

5. Vote of members:

(a) (Use if no members are required to vote as a class.)
- - ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF MEMBERS VOTING TOTAL VOTING POWER VOTE REQUIRED FOR ADOPTION VOTE FAVORING ADOPTION

- - ----------------------------------------------------------------------------------------------------------------------------------
(b) (If the members of any class are entitled to vote as a class indicate the designator and number of members of each such
class, the voting power thereof, and the vote of each such class for the amendment resolution.)

We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true
- - ---------------------------------------------------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

- - ---------------------------------------------------------------------------------------------------------------------------------
SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)

- - ---------------------------------------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------------------------------------
FILING FEE CERTIFICATION FEE TOTAL FEES
$30- $27- $57-
-------------------------------------------------------------------------
FILED SIGNED (For Secretary of the State)
STATE OF CONNECTICUT
-------------------------------------------------------------------------
AUG - 3 1984 CERTIFIED COPY SENT ON (Date) INITIALS
8/6/84
-------------------------------------------------------------------------
SECRETARY OF THE STATE TO

-------------------------------------------------------------------------
By Time 3:00 P.M. CARD LIST PROOF
------ ---------

</TABLE>

<PAGE>
78

Exhibit A. (a)(2)

<TABLE>
<S><C>
CERTIFICATE
PENDING OR RESTATING CERTIFICATE
OF INCORPORATION BY ACTION OF / / INCORPORATORS / / BOARD OF /X/ BOARD OF DIRECTORS / / BOARD OF DIRECTORS
DIRECTORS AND SHAREHOLDERS AND MEMBERS
(Stock Corporation) (Nonstock Corporation)

_________________________
For office use only
_________________________
STATE OF CONNECTICUT ACCOUNT NO.
SECRETARY OF THE STATE _________________________
INITIALS
_________________________

Hartford Life Insurance Company February 10, 1982
- - ---------------------------------------------------------------------------------------------------------------------------------
B. AMENDED
2. The Certificate of incorporation is / / A. AMENDED ONLY /X/ AND RESTATED / / C. RESTATED ONLY by the following resolution

See attached Restated Certificate of Incorporation.

1. Section 1 is amended to read as Restated.
2. Section 4 is deleted.
3. Section 5 is deleted.

</TABLE>
<PAGE>
79

(Continued)
<TABLE>
- - ---------------------------------------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------------------------------------
<S><C>
4. (Omit if 2C is checked.) The above resolution was adopted by the board of directors acting alone,
/ / there being no shareholders or subscribers. / / the board of directors being so authorized
pursuant to Section 33-341, Conn. G.S. as amended
/ / the corporation being a nonstock corporation and having no members
and no applicants for membership entitled to vote on such resolution.
- - ---------------------------------------------------------------------------------------------------------------------------------
5. The number of affirmative votes 6. The number of directors' votes
required to adopt such resolution is: in favor of the resolution was:
- - ----------------------------------------------------------------------------------------------------------------------------------
We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.
- - ----------------------------------------------------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)

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

/X/ 4. The above resolution was adopted by the board of directors and by shareholders.

5. Vote of shareholders:

(a) (Use if no shares are required to be voted as a class.)
- - ---------------------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES ENTITLED TO VOTE TOTAL VOTING POWER VOTE REQUIRED FOR ADOPTION VOTE FAVORING ADOPTION
400 400 267 400
- - ----------------------------------------------------------------------------------------------------------------------------------
(b) (If the shares of any class are entitled to vote as a class, indicate the designation and number of outstanding shares of
each such class, the voting power thereof, and the vote of each such class for the amendment resolution.)

We hereby declare, under the penalties of false statement that the statements made in the foregoing certificate are true.
- - ---------------------------------------------------------------------------------------------------------------------------------
NAME OF PRESIDENT OR VICE PRESIDENT (Print or Type) NAME OF SECRETARY OR ASSISTANT SECRETARY (Print or Type)
Robert B. Goode, Jr., Executive Vice Pres. & William A. McMahon, Gen. Counsel & Secretary
Chief Oper. Officer
- - ---------------------------------------------------------------------------------------------------------------------------------
SIGNED (President or Vice President) SIGNED (Secretary or Assistant Secretary)
/s/ Robert B. Goode, Jr. /s/ William A. McMahon
- - ---------------------------------------------------------------------------------------------------------------------------------
/ / 4. The above resolution was adopted by the board of directors and by members.

5. Vote of members:

- - ----------------------------------------------------------------------------------------------------------------------------------
(b) (If the members of any class are entitled to vote as a class indicate the designation and number of members of each such
class, the voting power thereof, and the vote of each such class for the amendment resolution.)

- - ---------------------------------------------------------------------------------------------------------------------------------
- - ---------------------------------------------------------------------------------------------------------------------------------
FILING FEE CERTIFICATION FEE TOTAL FEES
$30- $9.50 $39.50
-------------------------------------------------------------------------
FILED SIGNED (For Secretary of the State)
STATE OF CONNECTICUT Rec. & ICC To Ann Zacchio
-------------------------------------------------------------------------
APR - 2 1982 CERTIFIED COPY SENT ON (Date) INITIALS
Law Dept. Hartford Ins. Group
-------------------------------------------------------------------------
SECRETARY OF THE STATE TO
HTFD. Plaza HTFD. CT 06115
A.M. -------------------------------------------------------------------------
By Time 2:30P.M. CARD LIST PROOF
------ --------

</TABLE>
<PAGE>

Form 61-58

STATE OF CONNECTICUT )
OFFICE OF SECRETARY OF THE STATE )SS HARTFORD

I hereby certify that the foregoing is a true copy of record in this office

IN TESTIMONY WHEREOF I have hereunto set my
hand and affixed the Seal of said State, at
Hartford this 2nd day
of April AD 1982

/s/ ??????? L. ??lley
SECRETARY OF THE STATE

<PAGE>
81

RESTATED CERTIFICATE OF INCORPORATION

HARTFORD LIFE INSURANCE COMPANY

This Restated Certificate of Incorporation gives effect to
the amendment of the Certificate of Incorporation of the corporation
and otherwise purports merely to restate all those provisions
already in effect. This Restated Certificate of Incorporation has
been adopted by the Board of Directors and by the sole shareholder.

Section 1. The name of the corporation is Hartford Life
Insurance Company and it shall have all the powers granted
by the general statutes, as now enacted or hereinafter
amended to corporations formed under the Stock Corporation
Act.

Section 2. The corporation shall have the purposes and
powers to write any and all forms of insurance which any
other corporation now or hereafter chartered by Connecticut
and empowered to do an insurance business may now or
hereafter may lawfully do; to accept and to issue cede
reinsurance; to issue policies and contracts for any kind
or combination of kinds of insurance; to policies or
contracts either with or without participation in profits;
to acquire and hold any or all of the shares or other
securities of any insurance corporation; and to engage in
any lawful act or activity for which corporations may be
formed under the Stock Corporation Act. The corporation is
authorized to exercise the powers herein granted in any
state, territory or jurisdiction of the United States or in
any foreign country.

Section 3. The capital with which the corporation shall
commence business shall be an amount not less than one
thousand dollars. The authorized capital shall be two
million five hundred thousand dollars divided into one
thousand shares of common capital stock with a par value of
twenty-five hundred dollars each.

We hereby declare, under the penalties of false statement
that the statements made in the foregoing Certificate are true.

Dated: February 10, 1982 HARTFORD LIFE INSURANCE COMPANY

By /s/ ROBERT B. GOODE, JR.
----------------------------
Attest:

/s/ WM. A. MCMAHON
- - ----------------------

7342D

<PAGE>

82
Exhibit 6(11)

By-Laws

of the

HARTFORD LIFE INSURANCE COMPANY

As passed and effective

February 13, 1978

and amended on

July 13, 1978

January 5, 1979

and

February 29, 1984

<PAGE>

ARTICLE I

Name - Home Office

Section 1. This corporation shall be named HARTFORD LIFE
INSURANCE COMPANY.

Section 2. The principal place of business and Home Office
shall be in the City of Hartford, Connecticut.

ARTICLE II

Stockholders' Meetings - Notice - Quorum - Right to Vote

Section 1. All meetings of the Stockholders shall be held
at the principal business office of the Company unless the Directors
shall otherwise provide and direct.

Section 2. The annual meeting of the Stockholders shall be
held on such day and at such hour as the Board of Directors may
decide. For cause the Board of Directors may postpone or adjourn
such annual meeting to any other time during the year.

Section 3. Special meetings of the Stockholders may be
called by the Board of Directors, the Executive Committee, the
Chairman of the Board, the President or any Vice President.

Section 4. Notice of Stockholders' meetings shall be
mailed to each Stockholder, at his address as it appears on the
records of the Company, at least seven days prior to the meeting.
The notice shall state the place, date and time of the meeting and
shall specify all matters proposed to be acted upon at the meeting.

Section 5. At each annual meeting the Stockholders shall
choose Directors as hereinafter provided.

Section 6. Each Stockholder shall be entitled to one vote
for each share of stock held by him at all meetings of the Company.
Proxies may be authorized by written power of attorney.

Section 7. Holders of one-half of the whole amount of the
stock issued and outstanding shall constitute a quorum.

<PAGE>
84

Section 8. Each Stockholder shall be entitled to a
certificate of stock which shall be signed by the President or a
Vice President, and either the Treasurer or an Assistant Treasurer
of the Company, and shall bear the seal of the Company, but such
signatures and seal may be facsimile if permitted by the laws of the
State of Connecticut.

ARTICLE III

Directors - Meetings - Quorum

Section 1. The property, business and affairs of the
Company shall be managed by a board of not less than three nor more
than twenty Directors, who shall be chosen by ballot at each annual
meeting. Vacancies occurring between annual meetings may be filled
by the Board of Directors by election. Each Director shall hold
office until the next annual meeting of Stockholders and until his
successor is chosen and qualified.

Section 2. Meetings of the Board of Directors may be
called by the direction of the Chairman of the Board, the President,
or any three Directors.

Section 3. Three days' notice of meetings of the Board of
Directors shall be given to each Director, either personally or by
mail or telegraph, at his residence or usual place of business, but
notice may be waived, at any time, in writing.

Section 4. One third of the number of existing
directorships, but not less than two Directors, shall constitute a
quorum.

ARTICLE IV

Election of Officers - Duties of Board of
Directors and Executive Committee

Section 1. The President shall be elected by the Board of
Directors. The Board of Directors may also elect one of its members
to serve as Chairman of the Board of Directors. The Chairman of the
Board, or an individual appointed by him, shall have authority to
appoint all other officers, except as stated herein, including one
or more Vice Presidents and Assistant Vice Presidents, the Treasurer

<PAGE>

and one or more Associate or Assistant Treasurers, one or more
Secretaries and Assistant Secretaries and such other Officers as the
Chairman of the Board may from time to time designate. All Officers
of the Company shall hold office during the pleasure of the Board of
Directors. The Directors may require any Officer of the Company to
give security for the faithful performance of his duties.

Section 2. The Directors may fill any vacancy among the
officers by election for the unexpired term.

Section 3. The Board of Directors may appoint from its own
number an Executive Committee of not less than five Directors. The
Executive Committee may exercise all powers vested in and conferred
upon the Board of Directors at any time when the Board is not in
session. A majority of the members of said Committee shall
constitute a quorum.

Section 4. Meetings of the Executive Committee shall be
called whenever the Chairman of the Board, the President or a
majority of its members shall request. Forty-eight hours' notice
shall be given of meetings but notice may be waived, at any time, in
writing.

Section 5. The Board of Directors shall annually appoint
from its own number a Finance Committee of not less than three
Directors, whose duties shall be as hereinafter provided.

Section 6. The Board of Directors may, at any time,
appoint such other Committees, not necessarily from its own number,
as it may deem necessary for the proper conduct of the business of
the Company, which Committees shall have only such powers and duties
as are specifically assigned to them by the Board of Directors or
the Executive Committee.

Section 7. The Board of Directors may make contributions,
in such amounts as it determines to be reasonable, for public
welfare or for charitable, scientific or educational purposes,
subject to the limits and restrictions imposed by law and to such
rules and regulations consistent with law as it makes.

ARTICLE V

Officers

Chairman of the Board

Section 1. The Chairman of the Board shall preside at the
meetings of the Board of Directors and the Executive Committee and,
in the absence of the Chairman of the Finance Committee, at the
meetings of the Finance Committee. In the absence or inability of
the Chairman of the Board to so preside, the President shall preside
in his place.

<PAGE>

President

Section 2. The President, under the supervision and
control of the Chairman of the Board, shall have general charge and
oversight of the business and affairs of the Company. The President
shall preside at the meetings of the Stockholders. He shall be a
member of and shall preside at all meetings of all Committees not
referred to in Section 1 of this ARTICLE except that he may
designate a Chairman for each such other Committee.

Section 3. In the absence or inability of the President to
perform his duties, the Chairman of the Board may designate a Vice
President to exercise the powers and perform the duties of the
President during such absence or inability.

Secretary

Section 4. The Secretary of the Corporation shall keep a
record of all the meetings of the Company, of the Board of Directors
and of the Executive Committee, and he shall discharge all other
duties specifically required of the Secretary by law. The other
Secretaries and Assistant Secretaries shall perform such duties as
may be assigned to them by the Board of Directors or by their senior
officers and any Secretary or Assistant Secretary may affix the seal
of the Company and attest it and the signature of any officer to any
and all instruments.

Treasurer

Section 5. The Treasurer shall keep, or cause to be kept,
full and accurate accounts of the Company. He shall see that the
funds of the Company are disbursed as may be ordered by the Board of
Directors or the Finance Committee. He shall have charge of all
moneys paid to the Company and on deposit to the credit of the
Company or in any other properly authorized name, in such banks or
depositories as may be designated in a manner provided by these
by-laws. He shall also discharge all other duties that may be
required of him by law.

Other Officers

Section 6. The other officers shall perform such duties as
may be assigned to them by the President or the Board of Directors.

<PAGE>

ARTICLE VI

Finance Committee

Section 1. If a Finance Committee is established it shall
be the duty of that committee to supervise the investment of the
funds of the Company in securities in which insurance companies are
permitted by law to invest, and all other matters connected with the
management of investments. If no Finance Committee is established
this duty shall be performed by the Board of Directors.

Section 2. All loans or purchases for the investment and
reinvestment of the funds of the Company shall be submitted for
approval to the Finance Committee, if not specifically approved by
the Board of Directors.

Section 3. Sale or transfer of any stocks or bonds shall
be made upon authorization of the Finance Committee unless
specifically authorized by the Board of Directors.

Section 4. Transfers of stock and registered bonds, deeds,
leases, releases, sales, mortgages chattel or real, assignments or
partial releases of mortgages chattel or real, and in general all
instruments of defeasance of property and all agreements or
contracts affecting the same, except discharges of mortgages and
entries to foreclose the same as hereinafter provided, shall be
authorized by the Finance Committee or the Board of Directors, and
be executed jointly for the Company by two persons, to wit: The
Chairman of the Board, the President or a Vice President, and a
Secretary, the Treasurer or an Assistant Treasurer, but may be
acknowledged and delivered by either one of those executing the
instrument; provided, however, that either a Secretary, the
Treasurer, or an Assistant Treasurer alone, when authorized as
aforesaid, or any person specially authorized by the Finance
Committee as attorney for the Company, may make entry to foreclose
any mortgage, and a Secretary, the Treasurer or an Assistant
Treasurer alone is authorized, without the necessity of further
authority, to discharge by deed or otherwise any mortgage on payment
to the Company of the principal, interest and all charges due.

Section 5. The Finance Committee may fix times and places
for regular meetings. No notice of regular meetings shall be
necessary. Reasonable notice shall be given of special meetings but
the action of a majority of the Finance Committee at any meeting
shall be valid notwithstanding any defect in the notice of such
meeting.

<PAGE>

Section 6. In the absence of specific authorization from
the Board of Directors or the Finance Committee, the Chairman of the
Board, the President, a Vice President or the Treasurer shall have
the power to vote or execute proxies for voting any shares held by
the Company.

ARTICLE VII

Funds

Section 1. All monies belonging to the Company shall be
deposited to the credit of the Company, or in such other name as the
Finance Committee, the Chairman of the Finance Committee or such
executive officers as are designated by the Board of Directors shall
direct, in such bank or banks as may be designated from time to time
by the Finance Committee, the Chairman of the Finance Committee, or
by such executive officers as are designated by the Board of
Directors. Such monies shall be drawn only on checks or drafts
signed by any two executive officers of the Company, provided that
the Board of Directors may authorize the withdrawal of such monies
by check or draft signed with the facsimile signature of any one or
more executive officers, and provided further, that the Finance
Committee may authorize such alternative methods of withdrawals as
it deems proper.

The Board of Directors, the President, the Chairman of the
Finance Committee, a Vice President, or such executive officers as
are designated by the Board of Directors may authorize withdrawal of
funds by checks or drafts drawn at offices of the Company to be
signed by Managers, General Agents or employees of the Company,
provided that all such checks or drafts shall be signed by two such
authorized persons, except checks or drafts used for the payment of
claims or losses which need be signed by only one such authorized
person, and provided further that the Board of Directors of the
Company or executive officers designated by the Board of Directors
may impose such limitations or restrictions upon the withdrawal of
such funds as it deems proper.

<PAGE>
89

ARTICLE VIII

Indemnity of Directors and Officers

Section 1. The Company shall indemnify and hold harmless
each Director and officer now or hereafter serving the Company,
whether or not then in office, from and against any and all claims
and liabilities to which he may be or become subject by reason of
his being or having been a Director or officer of the Company, or of
any other company which he serves as a Director or officer at the
request of the Company, to the extent such is consistent with the
statutory provisions pertaining to indemnification, and shall
provide such further indemnification for legal and/or all other
expenses reasonably incurred in connection with defending against
such claims and liabilities as is consistent with statutory
requirements.

ARTICLE IX

Amendment of ByLaws

Section 1. The Directors shall have power to adopt, amend
and repeal such bylaws as may be deemed necessary or appropriate for
the management of the property and affairs of the Company.

Section 2. The Stockholders at any annual or special
meeting may amend or repeal these bylaws or adopt new ones if the
notice of such meeting contains a statement of the proposed
alteration, amendment, repeal or adoption, or the substance thereof.

STATE OF CONNECTICUT)
) ss. Hartford, Connecticut
COUNTY OF HARTFORD ) May 31, 1985

This is to certify that the foregoing is a true copy of the
bylaws of the Hartford Life Insurance Company and that they are in full
force and effect at this date.

ATTEST:

John P. Ginnetti
______________________________

Secretary

2249a

<PAGE>

Exhibit 10

ARTHUR ANDERSEN LLP

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our reports
(and to all references to our Firm) included in or made a part of this
Registration Statement File No. 33-17207 on Form N-4 for Hartford Life
Insurance Company.

Hartford, Connecticut
April 21, 1995

<PAGE>
Exhibit 26

ITT Hartford Group Inc.
Delaware

Holding Company
- - -------------------------------------------------------------------------------
Hartford Fire
Insurance Company
Connecticut

Hartford Accident
and Indemnity Company
Connecticut

Hartford Life and
Accident Insurance Company
Connecticut

Hartford Financial ITT Life
Services Life Insurance Corporation
Insurance Company Wisconsin
Connecticut

Hartford Life
Insurance Company
Connecticut

Hartford Variable Annuity
Life Insurance Company
Insurance Companies Connecticut

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

25.0%
Hartford Investment WFS Financial
Management Company Corporation
Connecticut Virginia

24.3%
Investment Piper Jaffray Inc.
and Investment
Services Delaware

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

Hartford Equity
Insurance Sales Company, Inc.
Service Connecticut
Operation

<PAGE>
<ARTICLE> 6

<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> DEC-31-1994
<INVESTMENTS-AT-COST> 3808366645
<INVESTMENTS-AT-VALUE> 4050759096
<RECEIVABLES> 3451276
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 0
<TOTAL-ASSETS> 4054210372
<PAYABLE-FOR-SECURITIES> 3455443
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 0
<TOTAL-LIABILITIES> 3455443
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 0
<SHARES-COMMON-STOCK> 0
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 0
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 0
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 0
<NET-ASSETS> 4050754929
<DIVIDEND-INCOME> 165666403
<INTEREST-INCOME> 0
<OTHER-INCOME> 0
<EXPENSES-NET> (53128032)
<NET-INVESTMENT-INCOME> 112538371
<REALIZED-GAINS-CURRENT> (8482836)
<APPREC-INCREASE-CURRENT> (194659813)
<NET-CHANGE-FROM-OPS> (90604278)
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 0
<NUMBER-OF-SHARES-REDEEMED> 0
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 0
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 0
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 0
<AVERAGE-NET-ASSETS> 0
<PER-SHARE-NAV-BEGIN> 0
<PER-SHARE-NII> 0
<PER-SHARE-GAIN-APPREC> 0
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 0
<EXPENSE-RATIO> 0
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0

</TABLE>