HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO
485BPOS, 1996-05-01
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                                                                          Page 1
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                                                            File No. 33-17207

                          SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549

                                       FORM N-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

    Pre-Effective Amendment No.                       [ ]
                               -----
   
    Post-Effective Amendment No. 14                   [X]
                                -----
    

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940

   
    Amendment No. 14                                  [X]
                 -----
    

                           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)
   
                                    (860) 843-7563
                 (Depositor's Telephone Number, Including Area Code)
    
   
                              SCOTT K. RICHARDSON, ESQ.
                        ITT HARTFORD LIFE INSURANCE COMPANIES
                                    P.O. BOX 2999
                               HARTFORD, CT  06104-2999
                       (Name and Address of Agent for Service)
    

 It is proposed that this filing will become effective:

   
         immediately upon filing pursuant to paragraph (b) of Rule 485
- ------
  X      on May 1, 1996 pursuant to paragraph (b) of Rule 485
- ------
         60 days after filing pursuant to paragraph (a)(1) of Rule 485
- ------
         on May 1, 1996 pursuant to paragraph (a)(1) of Rule 485
- ------
         this post-effective amendment designates a new effective date for a
- ------   previously filed post-effective amendment.
    

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PURSUANT TO RULE 24F-2(a)(1) UNDER THE INVESTMENT COMPANY ACT OF 1940, THE
REGISTRANT HAS REGISTERED AN INDEFINITE AMOUNT OF SECURITIES.  THE RULE 24F-2
NOTICE FOR THE REGISTRANT'S MOST RECENT FISCAL YEAR WAS FILED ON OR ABOUT
FEBRUARY 29, 1996.
    

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                                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

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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 ("Hartford Life").
Payments for the Contract will be held in a series of Hartford Life Insurance
Company - Putnam Capital Manager Trust Separate Account (the "Separate
Account").  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:  Annuity Marketing Services, 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, 1996
    
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                                                                          Page 5
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Statement of Additional Information Dated:  May 1, 1996
    
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                                  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


    Redemption/Surrender of a Contract

DEATH BENEFIT

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                                                                          Page 7
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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 Hartford Life and the Separate Account
    
   
    Taxation of Annuities -General Provisions
    Affecting Purchasers Other Than Qualified Retirement Plans
    

    Federal Income Tax Withholding

    General Provisions Affecting Qualified Retirement Plans

    Annuity Purchases by Nonresident Aliens and Foreign Corporations

GENERAL MATTERS
   
    Assignment

    Modification
    
    Delay of Payments
   
    Voting Rights
    
    Distribution of the Contracts

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    Other Contracts Offered

    Custodian of Separate Account Assets

    Legal Proceedings

    Experts

    Additional Information

TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION

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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 Hartford Life to which a Contract
Owner may allocate all or a portion of his Premium Payment or Contract Value.
    

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.

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                                                                         Page 10
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FUNDS:  Currently, the portfolios of Putnam Capital Manager Trust described on
page ___ of this Prospectus.

   
GENERAL ACCOUNT:  The General Account of Hartford Life 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.
    
   
HARTFORD LIFE:  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.

   
NON-QUALIFIED CONTRACT:  A Contract which is not classified as a tax-qualified
retirement plan using pre-tax dollars under Internal Revenue Code.
    

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 Hartford Life pursuant to the terms of the
Contract.
    

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

   
QUALIFIED CONTRACT:  A Contract which qualifies as a tax-qualified retirement
plan using pre-tax dollars under the Internal Revenue Code, such as an employer
sponsored Section 401(k) on an Individual Retirement Annuity (IRA).
    
   
SEPARATE ACCOUNT:  The Hartford Life separate account entitled "Hartford Life
Insurance Company - Putnam Capital Manager Trust Separate Account".
    

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

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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.

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                                                                          Page 1
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                                      FEE TABLE
                                       SUMMARY
    
   
                         CONTRACT OWNER TRANSACTION EXPENSES
                                  (ALL SUB-ACCOUNTS)
    
   
<TABLE>
<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 (2)                                                 $25
Annual Expenses-Separate Account
    (as percentage of average account value)
    Mortality and Expense Risk                                          1.250%
    Administration Fees                                                 0.150%
    Total                                                               1.400%
</TABLE>
    
   
                            ANNUAL FUND OPERATING EXPENSES
                            (AS PERCENTAGE OF NET ASSETS)
    
   
<TABLE>
<CAPTION>
                                                                       Total Fund
                                          Management       Other       Operating
                                             Fees         Expenses     Expenses
                                          --------------------------------------
<S>                                       <C>             <C>          <C>
PCM Growth and Income Fund                  0.52%         0.05%         0.57%
PCM High Yield Fund                         0.70%         0.09%         0.79%
PCM Global Growth Fund                      0.60%         0.15%         0.75%
PCM Money Market Fund                       0.45%         0.12%         0.57%
PCM Global Asset Allocation Fund            0.70%         0.14%         0.84%
PCM U.S. Government and High Quality
   Bond Fund                                0.61%         0.09%         0.70%
PCM Utilities Growth and Income Fund (3)    0.70%         0.08%         0.78%
PCM Voyager Fund                            0.62%         0.06%         0.68%
PCM Diversified Income Fund                 0.70%         0.15%         0.85%
PCM New Opportunities Fund                  0.70%         0.14%         0.84%
- --------------------------------------------------------------------------------
</TABLE>
    
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                                                                          Page 2
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                                      FEE TABLE
                                       SUMMARY
    
   
                         CONTRACT OWNER TRANSACTION EXPENSES
                                  (ALL SUB-ACCOUNTS)
    
   
<TABLE>
<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 (2)                                                 $25
Annual Expenses-Separate Account
    (as percentage of average account value)
    Mortality and Expense Risk                                          1.250%
    Administration Fees                                                 0.150%
    Total                                                               1.400%
</TABLE>
    
   
                            ANNUAL FUND OPERATING EXPENSES
                            (AS PERCENTAGE OF NET ASSETS)
    
   
<TABLE>
<CAPTION>
                                                                        Total Fund
                                          Management        Other       Operating
                                             Fees          Expenses     Expenses
                                          ----------------------------------------
<S>                                       <C>              <C>          <C>
PCM Growth and Income Fund                   0.52%         0.05%         0.57%
PCM High Yield Fund                          0.70%         0.09%         0.79%
PCM Global Growth Fund                       0.60%         0.15%         0.75%
PCM Money Market Fund                        0.45%         0.12%         0.57%
PCM Global Asset Allocation Fund             0.70%         0.14%         0.84%
PCM U.S. Government and High Quality
   Bond Fund                                 0.61%         0.09%         0.70%
PCM Utilities Growth and Income Fund (3)     0.70%         0.08%         0.78%
PCM Voyager Fund                             0.62%         0.06%         0.68%
PCM Diversified Income Fund                  0.70%         0.15%         0.85%
PCM New Opportunities Fund                   0.70%         0.14%         0.84%
- ----------------------------------------------------------------------------------
</TABLE>
    
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                                                                          Page 3
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                                      FEE TABLE
                                       SUMMARY
    
   
                         CONTRACT OWNER TRANSACTION EXPENSES
                                  (ALL SUB-ACCOUNTS)
    
   
<TABLE>
<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 (2)                                                  $25
Annual Expenses-Separate Account
     (as percentage of average account value)
     Mortality and Expense Risk                                          1.250%
     Administration Fees                                                 0.150%
     Total                                                               1.400%
</TABLE>
    
   
                            ANNUAL FUND OPERATING EXPENSES
                            (AS PERCENTAGE OF NET ASSETS)
    
   
<TABLE>
<CAPTION>
                                                                        Total Fund
                                           Management       Other       Operating
                                             Fees          Expenses     Expenses
                                           ---------------------------------------
<S>                                        <C>             <C>          <C>
PCM Growth and Income Fund                   0.52%         0.05%         0.57%
PCM High Yield Fund                          0.70%         0.09%         0.79%
PCM Global Growth Fund                       0.60%         0.15%         0.75%
PCM Money Market Fund                        0.45%         0.12%         0.57%
PCM Global Asset Allocation Fund             0.70%         0.14%         0.84%
PCM U.S. Government and High Quality
   Bond Fund                                 0.61%         0.09%         0.70%
PCM Utilities Growth and Income Fund (3)     0.70%         0.08%         0.78%
PCM Voyager Fund                             0.62%         0.06%         0.68%
PCM Diversified Income Fund                  0.70%         0.15%         0.85%
PCM New Opportunities Fund                   0.70%         0.14%         0.84%
- ----------------------------------------------------------------------------------
</TABLE>
    
<PAGE>

                                                                          Page 4
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(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.  Pursuant to requirements of the 1940 Act, the Annual Contract Fee has
been reflected in the Examples by a method intended to show the "average" impact
of the Annual Contract Fee on an investment in the Separate Account.  The Annual
Contract Fee is deducted only when the accumulated value is $50,000 or less.  In
the Example, the Annual Contract Fee is approximated as a 0.06% annual asset
charge based on the experience of the Contracts.
    
   
(3)   On January 7, 1996, the Trustees approved a proposal to change the fees
payable to Putnam Management under the management contract for PCM Utilities
Growth and Income Fund. The proposed change is subject to shareholder approval
and will be submitted to shareholders at a meeting scheduled for July 11, 1996.
If the proposed change is approved by shareholders, management fees for PCM
Utilities Growth and Income Fund would thereafter be paid at the following
annual rates:  0.70% of the first $500 million of average net assets, 0.60% of
the next $500 million, 0.55% of the next $500 million, 0.50% of the next $5
billion, 0.44% of the next $5 billion, and 0.43% of any excess thereafter.  The
proposed change would result in an increase in the fees payable by the Fund
based on its net assets as of December 31, 1995.
    
<PAGE>

                                                                          Page 5
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EXAMPLE

   
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                             If you surrender your contract     If you annuitize at the end of     If you do not surrender
                             at the end of the applicable       the applicable time period:        your contract: You would pay
                             time period: You would pay the     You would pay the following        the following expenses on a
                             following expenses on a $1,000     expenses on a $1,000               $1,000 investment, assuming a
                             investment, assuming a 5%          investment assuming a 5%           5% annual return on assets:
                             annual return on assets:           annual return on assets:
- ----------------------------------------------------------------------------------------------------------------------------------
        Sub-Account           1       3        5       10        1       3        5       10        1       3        5       10
        -----------
                             yr.     yrs.     yrs.     yrs.     yr.     yrs.     yrs.     yrs.     yr.     yrs.     yrs.     yrs.
                             ---     ----     ----     ----     ---     ----     ----     ----     ---     ----     ----     ----
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>
PCM Growth and Income Fund   $91     $114     $140     $238     $20      $64     $110     $237     $21      $64     $110     $238
- ----------------------------------------------------------------------------------------------------------------------------------
PCM High Yield Fund           93      121      152      261      22       70      121      260      23       71      122      261
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Global Growth Fund        93      120      150      257      22       69      119      256      23       70      120      257
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Money Market Fund         91      114      140      238      20       64      110      237      21       64      110      238
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Global Asset Allocation
  Fund                        94      123      154      266      23       72      124      265      24       73      124      266
- ----------------------------------------------------------------------------------------------------------------------------------
PCM U.S. Government and High
  Quality Bond Fund           92      118      147      251      22       68      116      251      22       68      117      251
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Utilities Growth and
  Income Fund                 93      121      151      249      22       70      120      259      23       71      121      260
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Voyager Fund              92      118      146      249      21       67      115      248      22       68      116      249
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Diversified Income Fund   94      123      155      267      23       72      124      266      24       73      125      267
- ----------------------------------------------------------------------------------------------------------------------------------
PCM New Opportunities Fund    94      123      154      266      23       72      124      265      24       73      124      266
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
   
(PCMIII)
    
   
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 past or future
expenses and actual expenses may be greater or less than those shown.
    

<PAGE>

                                                                          Page 6
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EXAMPLE

   
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                             If you surrender your contract     If you annuitize at the end of     If you do not surrender
                             at the end of the applicable       the applicable time period:        your contract: You would pay
                             time period: You would pay the     You would pay the following        the following expenses on a
                             following expenses on a $1,000     expenses on a $1,000               $1,000 investment, assuming a
                             investment, assuming a 5%          investment assuming a 5%           5% annual return on assets:
                             annual return on assets:           annual return on assets:
- ----------------------------------------------------------------------------------------------------------------------------------
        Sub-Account           1       3        5       10        1       3        5       10        1       3        5       10
        -----------
                             yr.     yrs.     yrs.     yrs.     yr.     yrs.     yrs.     yrs.     yr.     yrs.     yrs.     yrs.
                             ---     ----     ----     ----     ---     ----     ----     ----     ---     ----     ----     ----
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>
PCM Growth and Income Fund   $81     $124     $160     $238     $20      $64     $110     $237     $21      $64     $110     $238
- ----------------------------------------------------------------------------------------------------------------------------------
PCM High Yield Fund           83      131      172      261      22       70      121      260      23       71      122      261
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Global Growth Fund        83      130      170      257      22       69      119      256      23       70      120      257
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Money Market Fund         81      124      160      238      20       64      110      237      21       64      110      238
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Global Asset Allocation
  Fund                        84      133      174      266      23       72      124      265      24       73      124      266
- ----------------------------------------------------------------------------------------------------------------------------------
PCM U.S. Government and High
  Quality Bond Fund           82      128      167      251      22       68      116      251      22       68      117      251
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Utilities Growth and
  Income Fund                 83      131      171      260      22       70      120      259      23       71      121      260
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Voyager Fund              82      128      166      249      21       67      115      248      22       68      116      249
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Diversified Income Fund   84      133      175      267      23       72      124      266      24       73      125      267
- ----------------------------------------------------------------------------------------------------------------------------------
PCM New Opportunities Fund    84      133      174      266      23       72      124      265      24       73      124      266
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
   
(PCMII)
    
   
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 past or future
expenses and actual expenses may be greater or less than those shown.
    

<PAGE>

                                                                          Page 7
- --------------------------------------------------------------------------------


EXAMPLE

   
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------------
                             If you surrender your contract     If you annuitize at the end of     If you do not surrender
                             at the end of the applicable       the applicable time period:        your contract: You would pay
                             time period: You would pay the     You would pay the following        the following expenses on a
                             following expenses on a $1,000     expenses on a $1,000               $1,000 investment, assuming a
                             investment, assuming a 5%          investment assuming a 5%           5% annual return on assets:
                             annual return on assets:           annual return on assets:
- ----------------------------------------------------------------------------------------------------------------------------------
        Sub-Account           1       3        5       10        1       3        5       10        1       3        5       10
        -----------
                             yr.     yrs.     yrs.     yrs.     yr.     yrs.     yrs.     yrs.     yr.     yrs.     yrs.     yrs.
                             ---     ----     ----     ----     ---     ----     ----     ----     ---     ----     ----     ----
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                          <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>      <C>     <C>      <C>      <C>
PCM Growth and Income Fund   $71     $104     $130     $238     $20      $64     $110     $237     $21      $64     $110     $238
- ----------------------------------------------------------------------------------------------------------------------------------
PCM High Yield Fund           73      111      142      261      22       70      121      260      23       71      122      261
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Global Growth Fund        73      110      140      257      22       69      119      256      23       70      120      257
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Money Market Fund         71      104      130      238      20       64      110      237      21       64      110      238
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Global Asset Allocation
  Fund                        74      113      144      266      23       72      124      265      24       73      124      266
- ----------------------------------------------------------------------------------------------------------------------------------
PCM U.S. Government and High
  Quality Bond Fund           72      108      137      251      22       68      116      251      22       68      117      251
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Utilities Growth and
  Income Fund                 73      111      141      260      22       70      120      259      23       71      121      260
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Voyager Fund              72      108      136      249      21       67      115      248      22       68      116      249
- ----------------------------------------------------------------------------------------------------------------------------------
PCM Diversified Income Fund   74      113      145      267      23       72      124      266      24       73      125      267
- ----------------------------------------------------------------------------------------------------------------------------------
PCM New Opportunities Fund    74      113      144      266      23       72      124      265      24       73      124      266
- ----------------------------------------------------------------------------------------------------------------------------------

- ----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
    
   
(PCMI)
    
   
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 past or future
expenses and actual expenses may be greater or less than those shown.
    

<PAGE>

                                                                          Page 8
- --------------------------------------------------------------------------------

   
                           ACCUMULATION UNIT VALUES
    
   
         (For an accumulation unit outstanding throughout the period)
    
   
The following information, insofar as it relates to the period ended 
December 31, 1995, 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.
    
   
<TABLE>
<CAPTION>
                                                                           YEAR ENDED DECEMBER 31,
- -------------------------------------------------------------------------------------------------------------------------------
                                              1995       1994       1993       1992       1991       1990       1989       1988
                                              ----       ----       ----       ----       ----       ----       ----       ----
<S>                                       <C>        <C>         <C>        <C>        <C>        <C>        <C>        <C>
VOYAGER FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $ 23.445   $ 23.530    $20.102    $18.472    $12.822    $13.272    $10.170    $10.000(a)
Accumulation unit value at end of period  $ 32.520   $ 23.445    $23.530    $20.102    $18.472    $12.822    $13.272    $10.170
Number accumulation units outstanding at
end of period (in thousands)                36,379     29,315     21,915     14,667      8,419      3,714      2,968        762
GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $ 20.178   $ 20.390    $18.096    $16.720    $14.243    $14.166    $11.848    $10.000(a)
Accumulation unit value at end of period  $ 27.201   $ 20.178    $20.390    $18.096    $16.720    $14.243    $14.166    $11.848
Number accumulation units outstanding at
end of period (in thousands)                76,865     67,016     53,464     32,856     19,420     10,888      7,037      2,187
GLOBAL ASSET ALLOCATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $ 16.355   $ 16.988    $14.665    $13.992    $11.922    $12.068    $10.545    $10.000(a)
Accumulation unit value at end of period  $ 20.087   $ 16.355    $16.988    $14.665    $13.992    $11.922    $12.068    $10.545
Number accumulation units outstanding at
end of period (in thousands)                16,019     16,507     12,914      8,580      5,829      4,300      3,293      2,274
HIGH YIELD FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $ 17.476   $ 17.890    $15.173    $12.932    $ 9.055    $10.200    $10.624    $10.000(a)
Accumulation unit value at end of period  $ 20.390   $ 17.476    $17.890    $15.173    $12.932    $ 9.055    $10.200    $10.624
Number accumulation units outstanding at
end of period (in thousands)                13,646     11,462     11,174      7,076      3,296      2,072      2,680      1,822
U.S. GOVERNMENT AND HIGH QUALITY
FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $ 15.533   $ 16.277    $14.833    $13.994    $12.100    $11.414    $10.150    $10.000(a)
Accumulation unit value at end of period  $ 18.448   $ 15.533    $16.277    $14.833    $13.994    $12.100    $11.414    $10.150
Number accumulation units outstanding at
end of period (in thousands)                30,489     33,516     37,806     27,611     16,368      8,107      5,399      2,786

<PAGE>

                                                                          Page 9
- --------------------------------------------------------------------------------


MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $  1.325   $  1.294    $ 1.277     $1.250    $ 1.197    $ 1.124    $ 1.045    $ 1.000(a)
Accumulation unit value at end of period  $  1.379   $  1.325    $ 1.294     $1.277    $ 1.250    $ 1.197    $ 1.124    $ 1.045
Number accumulation units outstanding at
end of period (in thousands)               107,934    144,950     86,677     80,182     62,638     64,849     21,986     13,212
GLOBAL GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $ 13.119   $ 13.432    $10.289    $10.472    $ 9.233    $10.000(b)       -          -
Accumulation unit value at end of period  $ 14.963   $ 13.119    $13.432    $10.289    $10.472    $ 9.233          -          -
Number accumulation units outstanding at
end of period (in thousands)                29,701     30,285     17,711      7,638      3,800      1,405          0          -
UTILITIES GROWTH AND INCOME FUND
SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $ 10.889   $ 11.876    $10.618    $10.000(c)       -          -          -          -
Accumulation unit value at end of period  $ 14.075   $ 10.889    $11.876    $10.618          -          -          -          -
Number accumulation units outstanding at
end of (in thousands)                       22,892     23,090     26,176      5,956          -          -          -          -
DIVERSIFIED INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $  9.622   $ 10.188    $10.000(d)       -          -          -          -          -
Accumulation unit value at end of period  $ 11.302   $  9.622    $10.188          -          -          -          -          -
Number accumulation units outstanding at
end of period (in thousands)                14,967     13,403      4,428          -          -          -          -          -
NEW OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of
period                                    $ 10.718   $ 10.000(e)       -          -          -          -          -          -
Accumulation unit value at end of period  $ 15.312   $ 10.718          -          -          -          -          -          -
Number accumulation units outstanding at
end of period (in thousands)                15,860      3,681          -          -          -          -          -          -
</TABLE>
    
   
(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.
    

<PAGE>

                                                                         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 Hartford Life 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.
Generally, a Contract Owner may exercise his right to cancel the contract within
10 days of delivery of the Contract by returning the Contract to Hartford Life
at its Home Office.  If the Contract Owner exercises his right to cancel,
Hartford Life will return either the contract value on the original premium
payments to the contract owner.  The duration of the right to cancel period and
Hartford Life's obligation to either return the contract value on the original
premium will depend on state law.  (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 ("Qualified 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>

                                                                         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>

                                                                         Page 14
- --------------------------------------------------------------------------------


MORTALITY AND EXPENSE RISKS
   
For assuming the mortality and expense risks under the Contract, Hartford Life
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 accompanying this Prospectus.)
    

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, Hartford Life 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.  If
a Contract Owner does not elect otherwise, the Contract Value less

<PAGE>

                                                                         Page 15
- --------------------------------------------------------------------------------


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, Hartford Life shall vote such interests in the same proportion as
shares of the Fund for which instructions have been received by Hartford Life.
(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.

   
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).

   
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.
    

   
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 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

<PAGE>

                                                                         Page 16
- --------------------------------------------------------------------------------


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

<PAGE>

                                                                         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,
Hartford Life will, without deduction for any charges normally assessed
thereunder, pay you an amount equal to the Contract Value on the date of receipt
of the request for cancellation.  You bear the investment risk during the period
prior to the Company's receipt of request for cancellation.  Hartford Life 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.
    

                                 THE SEPARATE ACCOUNT

   
The Separate Account was established on June 22, 1987, in accordance with
authorization by the Board of Directors of Hartford Life.  It is the Separate
Account in which Hartford Life sets aside and invests the assets attributable to
variable annuity Contracts, including the Contracts sold


<PAGE>

                                                                         Page 18
- --------------------------------------------------------------------------------

under this Prospectus.  Although the Separate Account is an integral part of
Hartford Life, 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 Hartford Life.  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 Hartford Life may
conduct.  So Contract Values allocated to the Sub-Accounts will not be affected
by the rate of return of Hartford Life's General Account, nor by the investment
performance of any of Hartford Life's other separate accounts.  However, the
obligations arising under the Contracts are general obligations of Hartford
Life.
    

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.

   
Hartford Life 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.
    

   
Hartford Life 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
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

<PAGE>

                                                                         Page 19
- --------------------------------------------------------------------------------


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 Hartford Life.  Hartford Life invests the assets
of the General Account in accordance with applicable laws governing investments
of Insurance Company General Accounts.
    

   
Currently, Hartford Life 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, Hartford Life reserves the right to
change the rate according to state insurance law.  Hartford Life may credit
interest at a rate in excess of 3% per year; however, Hartford Life 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.
    
                                     THE COMPANY

   
Hartford Life Insurance Company ("Hartford Life") 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
Hartford Life are located in Simsbury, Connecticut; however, its mailing address
is P.O. Box 2999, Hartford, CT  06104-2999.
    

   
Hartford Life is ultimately 100% owned by Hartford Fire Insurance Company, one
of the largest multiple lines insurance carriers in the United States.  On
December 20, 1995, Hartford Fire Insurance Company became an independent,
publicly traded corporation.
    

Hartford Life is rated A+ (superior) by A.M. Best and Company, Inc. on the basis
of its financial

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                                                                         Page 20
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soundness and operating performance.  Hartford Life is rated AA+ by both
Standard & Poor's and Duff and Phelps 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 Hartford Life.  These ratings do apply to Hartford
Life'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.  Hartford Life 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 sections of the fixed income securities markets:  U.S.
Government Sector, High Yield Sector (which invests primarily in what are
commonly referred to as "junk bonds"), and International Sector.  See the
Special Considerations for investments in high yield securities described in the
Fund prospectus.
    

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.

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


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                                                                         Page 21
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Putnam Investment Management, Inc. ("Putnam Management") believes does not
involve undue risk to income or principal.  Capital growth is a secondary
objective when consistent with high current income.  See the special
considerations for investments in high yield securities described in the Fund
prospectus.
    
PCM MONEY MARKET FUND

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

PCM NEW OPPORTUNITIES FUND

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

PCM U.S. GOVERNMENT AND HIGH QUALITY BOND FUND

   
Seeks current income consistent with preservation of capital by investing
primarily 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 Management 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.

PCM VOYAGER FUND

   
Aggressively seeks capital appreciation primarily from a portfolio of common
stocks which Putnam  Management believes have potential for capital appreciation
which is significantly greater than that of market averages.
    

   
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 Management 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

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                                                                         Page 22
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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 Hartford Life 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 Management, One Post Office Square, Boston, Massachusetts, 02109, serves
as the investment manager for the Funds.  An affiliate, The Putnam Advisory
Company, Inc., manages domestic and foreign institutional accounts and mutual
funds.  Another affiliate, Putnam Fiduciary Trust Company, provides investment
advice to institutional clients under its banking and fiduciary policies.
Putnam Management 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 Management
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
affairs of the Funds.  For its services, the Funds pay Putnam Management a
quarterly fee.  See the accompanying Trust Prospectus for a more complete
description of Putnam Management 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 Hartford Life 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 Hartford
Life in its Home Office or other designated administrative office.
    

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                                                                         Page 23
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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
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

   
Hartford Life 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.  Hartford Life may credit a lower
minimum interest rate according to state law.  Hartford Life 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

<PAGE>

                                                                         Page 24
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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, Hartford Life
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.
    

   
Hartford Life 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 Hartford Life 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.  Hartford Life will employ
reasonable procedures to confirm that instructions communicated by telephone are
genuine; otherwise, Hartford Life may be liable for any losses due to
unauthorized or fraudulent instructions.  The procedures Hartford Life 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.
    

   
The right to reallocate Contract Values between the Sub-Accounts is subject to
modification if Hartford Life 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 Hartford Life 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
    

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                                                                         Page 25
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from the Fixed Account.  If Hartford Life 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.  Hartford
Life 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
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), Hartford Life 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.
Hartford Life 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

<PAGE>

                                                                         Page 26
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HARDSHIP.

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

   
HARTFORD LIFE 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 ___.)

   
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 Hartford Life at
its Home Office, Attn:  Individual Annuity Operations, P.O. Box 5085, Hartford,
CT 06102-5085.  Hartford Life may defer payment of any amounts from the Fixed
Account for up to six months from the date of the request for surrender.  If
Hartford Life defers payment for more than 30 days, Hartford Life 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 Death Benefits as determined on the date of receipt of due proof of
death by Hartford Life 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


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                                                                         Page 27
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proof of death of such person is received by Hartford Life, 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.
    

PAYMENT OF DEATH BENEFIT

   
Death Benefit proceeds will remain invested in the Separate Account in
accordance with the allocation instructions given by the Contract Owner until
the proceeds are paid or Hartford Life receives new instructions from the
Beneficiary.  The death Benefit may be taken in one sum, payable 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 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

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                                                                         Page 28
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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:

                     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

<PAGE>

                                                                         Page 29
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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 Hartford Life from its general assets, including surplus.  The
surplus might include profits resulting from unused mortality and expense risk
charges.
    

   
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 Hartford Life 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.
    

   
Hartford Life 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, Hartford Life
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) Hartford Life's
actual mortality experience among Annuitants before or after the Annuity
Commencement Date or (b) Hartford Life's actual expenses, if greater than the
deductions provided for in the Contracts because of the expense and mortality
undertakings by Hartford Life.
    

   
For assuming these risks under the Contracts, Hartford Life 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 Hartford Life under the Contracts,
assuming the selection


<PAGE>

                                                                         Page 30
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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 of how long
an Annuitant may live, and regardless of how long all Annuitants as a group may
live.  Hartford Life also assumes the liability for payment of a minimum death
benefit under the Contract.
    

   
The mortality undertakings are based on Hartford Life's determination of
expected mortality rates among all Annuitants.  If actual experience among
Annuitants during the Annuity payment period deviates from Hartford Life's
actuarial determination of expected mortality rates among Annuitants because, as
a group, their longevity is longer than anticipated, Hartford Life must provide
amounts from its general funds to fulfill its Contract obligations.  Hartford
Life will bear the loss in such a situation.  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, Hartford Life 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, Hartford Life 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

   
Hartford Life 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, Hartford Life 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, Hartford Life will deduct the
Contract Maintenance Fee at the time of such surrender.  For administration,
Hartford Life 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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                                                                         Page 31
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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.  Hartford Life
will pay Premium Taxes at the time imposed under applicable law.  At its sole
discretion,  Hartford Life may deduct Premium Taxes at the time Hartford Life
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 Hartford Life.  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.

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

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                                                                         Page 32
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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 Hartford Life.
    

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 Hartford Life, 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 Hartford Life.
    

   
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 Hartford Life.
    

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 Hartford Life
    

   
Proceeds from the Death Benefit may be left with Hartford Life 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


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                                                                         Page 33
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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 Hartford Life,
minus any withdrawals.
    

   
Hartford Life 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 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 Contract contains Annuity tables
derived from the 1983a Individual Annuity Mortality Table with ages set back one
year and with an assumed investment rate ("A.I.R.") of 4% 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 (less applicable Premium Taxes) by a rate to be
determined by Hartford Life 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.

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                                                                         Page 34
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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.

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                                                                         Page 35
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                              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 I, commencing on page ___, is based on Hartford Life's understanding
of current Federal income tax laws as they are currently interpreted.
    
   
B.  TAXATION OF HARTFORD LIFE AND THE SEPARATE ACCOUNT
    
   
The Separate Account is taxed as part of Hartford Life 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 RETIREMENT 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

<PAGE>

                                                                         Page 36
- --------------------------------------------------------------------------------


         employer with respect to a terminated qualified retirement plan and
         certain immediate annuities.  A non-natural person which is a
         tax-exempt entity for Federal tax purposes will not be subject to
         income tax as a result of this provision.
    

         If the Contract Owner is 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.

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

         a.   DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
   
              i.   Total premium payments less amounts received which were not
                   includable in gross income equal the "investment in the
                   contract" under Section 72 of the Code.
    

              ii.  To the extent that the value of the Contract (ignoring any
                   surrender charges except on a full surrender) exceeds the
                   "investment in the contract," such excess constitutes the
                   "income on the contract."

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

              iv.  The receipt of any amount as a loan under the Contract or
                   the assignment or pledge of any portion of the value of the
                   Contract shall be treated as an amount

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                                                                         Page 37
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                   received for purposes of this subparagraph a. and the next
                   subparagraph b.

              v.   In general, the transfer of the Contract, without full and
                   adequate consideration, will be treated as an amount
                   received for purposes of this subparagraph a. and the next
                   subparagraph b. This transfer rule does not apply, however,
                   to certain transfers of property between spouses or incident
                   to divorce.
   
         b.   DISTRIBUTIONS AFTER ANNUITY COMMENCEMENT DATE.  Annuity payments
              made periodically after the Annuity Commencement Date are
              includable in gross income to the extent the payments exceed the
              amount determined by the application of the ratio of the
              "investment in the contract" to the total amount of the payments
              to be made after the Annuity Commencement Date (the "exclusion
              ratio").
    
              i.   When the total of amounts excluded from income by
                   application of the exclusion ratio is equal to the
                   investment in the contract as of the Annuity Commencement
                   Date, any additional payments (including surrenders) will be
                   entirely includable in gross income.

              ii.  If the annuity payments cease by reason of the death of the
                   Annuitant and, as of the date of death, the amount of
                   annuity payments excluded from gross income by the exclusion
                   ratio does not exceed the investment in the contract as of
                   the Annuity Commencement Date, then the remaining portion of
                   unrecovered investment shall be allowed as a deduction for
                   the last taxable year of the Annuitant.

              iii. Generally, nonperiodic amounts received or deemed received
                   after the Annuity Commencement Date are not entitled to any
                   exclusion ratio and shall be fully includable in gross
                   income.  However, upon a full surrender after such date,
                   only the excess of the amount received (after any surrender
                   charge) over the remaining "investment in the contract"
                   shall be includable in gross income (except to the extent
                   that the aggregation rule referred to in the next
                   subparagraph c. may apply).

   
         c.   AGGREGATION OF TWO OR MORE ANNUITY CONTRACTS.  Contracts issued
              after October 21, 1988 by the same insurer (or affiliated
              insurer) to the same Contract Owner within the same calendar year
              (other than certain contracts held in connection with a
              tax-qualified retirement arrangement) will be treated as one
              annuity Contract for the purpose of determining the taxation of
              distributions prior to the Annuity Commencement Date.  An annuity
              contract received in a tax-free exchange for another annuity
              contract or life insurance contract may be treated as a new
              Contract for this purpose.   Hartford Life believes that for any
              annuity subject to such aggregation, the values under the
              Contracts and the investment in the contracts will be added
              together to determine the taxation under subparagraph 2.a.,
              above, of amounts received or deemed received prior to the
              Annuity Commencement Date.  Withdrawals will first be treated as
              withdrawals of income until all of the income from all such
              Contracts is withdrawn.  As of the date of this Prospectus, there
              are no regulations interpreting this


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                                                                         Page 38
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              provision.
    
   
         d.   10% PENALTY TAX -- APPLICABLE TO CERTAIN WITHDRAWALS AND ANNUITY
              PAYMENTS.
    

              i.   If any amount is received or deemed received on the Contract
                   (before or after the Annuity Commencement Date), the Code
                   applies a penalty tax equal to ten percent of the portion of
                   the amount includable in gross income, unless an exception
                   applies.

              ii.  The 10% penalty tax will not apply to the following
                   distributions (exceptions vary based upon the precise plan
                   involved):

                   1.   Distributions made on or after the date the recipient
                        has attained the age of 59 1/2.

                   2.   Distributions made on or after the death of the holder
                        or where the holder is not an individual, the death of
                        the primary annuitant.

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

                   4.   A distribution that is part of a scheduled series of
                        substantially equal periodic payments 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 the
                        "investment in the contract" prior to August 14, 1982
                        (see next subparagraph e.).
    
   
         e.   SPECIAL PROVISIONS AFFECTING CONTRACTS OBTAINED THROUGH A
              TAX-FREE EXCHANGE OF OTHER ANNUITY OR LIFE INSURANCE CONTRACTS
              PURCHASED PRIOR TO AUGUST 14, 1982.   If the Contract was
              obtained by a tax-free exchange of a life insurance or annuity
              Contract purchased prior to August 14, 1982, then any amount
              received or deemed received prior to the Annuity Commencement
              Date shall be deemed to come (1) first from the amount of the
              "investment in the contract" prior to August 14, 1982
              ("pre-8/14/82 investment") carried over from the prior Contract,
              (2) then from the portion of the "income on the contract"
              (carried over to, as well as accumulating in, the successor
              Contract) that is attributable to such pre-8/14/82 investment,
              (3) then from the remaining "income on the contract" and (4) last
              from the remaining "investment in the contract."   As a result,
              to the extent that such amount received or deemed received does
              not exceed such pre-8/14/82 investment, such amount is not
              includable in gross income.,  In addition, to the extent that
              such amount received or deemed received does not exceed the sum
              of (a) such pre-8/14/82 investment and (b) the "income on the
              contract" attributable thereto, such amount is not subject to the
              10% penalty tax.  In all other respects, amounts received or
              deemed received from such post-exchange Contracts are generally
              subject to the rules described in this subparagraph 3.
    
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                                                                         Page 39
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         f.   REQUIRED DISTRIBUTIONS
   
              i.    Death of Contract Owner or Primary Annuitant
    
   
                   Subject to the alternative election or spouse beneficiary
                   provisions in ii or iii below:
    
   
                   1.   If any Contract Owner dies on or after the Annuity
                        Commencement Date and before the entire interest in the
                        Contract has been distributed, the remaining portion of
                        such interest shall be distributed at least as rapidly
                        as under the method of distribution being used as of
                        the date of such death;
    
   
                   2.   If any Contract Owner dies before the Annuity
                        Commencement Date, the entire interest in the Contract
                        will be distributed within 5 years after such death;
                        and
    
                   3.   If the Contract Owner is not an individual, then for
                        purposes of 1. or 2. above, the primary annuitant under
                        the Contract shall be treated as the Contract Owner,
                        and any change in the primary annuitant shall be
                        treated as the death of the Contract Owner.  The
                        primary annuitant is the individual, the events in the
                        life of whom are of primary importance in affecting the
                        timing or amount of the payout under the Contract.

              ii.  Alternative Election to Satisfy Distribution Requirements
   
                   If any portion of the interest of a Contract Owner
                   described in i. above is payable to or for the benefit of a
                   designated beneficiary, such beneficiary may elect to have
                   the portion distributed over a period that does not extend
                   beyond the life or life expectancy of the beneficiary.  The
                   election and payments must begin within a year of the death.
    

              iii. Spouse Beneficiary
   
                   If any portion of the interest of a Contract Owner is
                   payable to or for the benefit of his or her spouse, and the
                   Annuitant or Contingent Annuitant is living, such spouse
                   shall be treated as the Contract Owner of such portion for
                   purposes of section i. above.
    
   
    3.   DIVERSIFICATION REQUIREMENTS.  Section 817 of the Code provides that a
         variable annuity contract will not be treated as an annuity contract
         for any period during which the investments made by the separate
         account or underlying fund are not adequately diversified in
         accordance with regulations prescribed by the Treasury Department. 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.
    
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                                                                         Page 40
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         The Treasury Department has issued diversification regulations which
         generally require, among other things, that no more than 55% of the
         value of the total assets of the segregated asset account underlying a
         variable contract is represented by any one investment, no more than
         70% is represented by any two investments, no more than 80% is
         represented by any three investments, and no more than 90% is
         represented by any four investments.  In determining whether the
         diversification standards are met, all securities of the same issuer,
         all interests in the same real property project, and all interests in
         the same commodity are each treated as a single investment.  In
         addition, in the case of government securities, each government agency
         or instrumentality shall be treated as a separate issuer.
    
   
         A separate account must be in compliance with the diversification
         standards on the last day of each calendar quarter or within 30 days
         after the quarter ends.  If an insurance company inadvertently fails
         to meet the diversification requirements, the company may comply
         within a reasonable period and avoid the taxation of contract income
         on an ongoing basis.  However, either the company or the Contract
         Owner must agree to pay the tax due for the period during which the
         diversification requirements were not met.
    
   
         Hartford Life monitors the diversification of investments in the
         separate accounts and tests for diversification as required by the
         Code.  Hartford Life intends to administer all contracts subject to
         the diversification requirements in a manner that will maintain
         adequate diversification.
    
   
    4.   OWNERSHIP OF THE ASSETS IN THE SEPARATE ACCOUNT.  In order for a
         variable annuity contract to qualify for tax deferral, assets in the
         segregated asset accounts supporting the variable contract must be
         considered to be owned by the insurance company and not by the
         variable contract owner.  The Internal Revenue Service ("IRS") has
         issued several rulings which discuss investor control.  The IRS has
         ruled that incidents of ownership by the contract owner, such as the
         ability to select and control investments in a separate account, will
         cause the contract owner to be treated as the owner of the assets for
         tax purposes.
    
   
         Further, in the explanation to the temporary Section 817
         diversification regulations, the Treasury Department noted that the
         temporary regulations "do not provide guidance concerning the
         circumstances in which investor control of the investments of a
         segregated asset account may cause the investor, rather than the
         insurance company, to be treated as the owner of the assets in the
         account." The explanation further indicates that "the temporary
         regulations provide that in appropriate cases a segregated asset
         account may include multiple sub-accounts, but do not specify the
         extent to which policyholders may direct their investments to
         particular sub-accounts without being treated as the owners of the
         underlying assets.  Guidance on this and other issues will be provided
         in regulations or revenue rulings under Section 817(d), relating to
         the definition of variable contract."  The final regulations issued
         under Section 817 did not provide guidance regarding investor
         control, and as of the date of this prospectus, no other such guidance
         has been issued.  Further, Hartford Life does not know if or in what
         form such guidance will be issued.  In

<PAGE>

                                                                         Page 41
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         addition, although regulations are generally issued with prospective
         effect, it is possible that regulations may be issued with retroactive
         effect.  Due to the lack of specific guidance regarding the issue of
         investor control, there is necessarily some uncertainty regarding
         whether a Contract Owner could be considered the owner of the assets
         for tax purposes.  Hartford Life reserves the right to modify the
         contracts, as necessary, to prevent Contract Owners from being
         considered the owners of the assets in the separate accounts.
    
D.  FEDERAL INCOME TAX WITHHOLDING
   
The portion of a distribution which is taxable income to the recipient will be
subject to Federal income tax withholding, pursuant to Section 3405 of the Code.
The application of this provision is summarized below:
    
   
    1.   NON-PERIODIC DISTRIBUTIONS.  The portion of a non-periodic
         distribution which constitutes taxable income will be subject to
         Federal income tax withholding unless the recipient elects not to have
         taxes withheld.  If 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
         Hartford Life, Hartford Life will automatically withhold 10% of the
         taxable distribution.
    
   
    2.   PERIODIC DISTRIBUTIONS (DISTRIBUTIONS PAYABLE OVER A PERIOD GREATER
         THAN ONE YEAR).  The portion of a periodic distribution which
         constitutes taxable income will be subject to Federal income tax
         withholding as if the recipient were married claiming three
         exemptions.  A recipient may elect not to have income taxes withheld
         or have income taxes withheld at a different rate by providing a
         completed election form.  Election forms will be provided at the time
         distributions are requested.
    
E.  GENERAL PROVISIONS AFFECTING QUALIFIED RETIREMENT PLANS
   
The Contract may be used for a number of qualified retirement  plans.  If the
Contract is being purchased with respect to some form of qualified retirement
plan, please refer to Appendix I 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.
    
F.  ANNUITY PURCHASES BY NONRESIDENT ALIENS AND FOREIGN CORPORATIONS
   
The discussion above provides general information regarding U.S. federal income
tax consequences to annuity purchasers that are U.S. citizens or residents.
Purchasers that are not U.S. citizens or residents will generally be subject to
U.S. federal income tax and withholding on annuity distributions at a 30% rate,
unless a lower treaty rate applies.  In addition, purchasers may be subject to
state premium tax, other state and/or municipal taxes, and taxes that may be
imposed by the purchaser's country of citizenship or residence.  Prospective
purchasers are advised to consult with a qualified tax advisor regarding U.S.,
state, and foreign taxation with respect to an annuity purchase.
    
<PAGE>

                                                                         Page 42
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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
   
Hartford Life 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
Hartford Life 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 Hartford Life will provide
notice to the Contract Owner or to the payee(s) during the Annuity period.
Hartford Life 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
   
Hartford Life is the legal owner of all Fund shares held in the Separate
Account.  As the owner, Hartford Life has the right to vote at the Funds'
shareholder meetings.  However, to the extent required by federal securities
laws or regulations, Hartford Life will:
    
   
1.  Vote all Fund shares attributable to a Contract according to instructions
    received from the 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

<PAGE>

                                                                         Page 43
- --------------------------------------------------------------------------------


Hartford Life to vote Fund shares in its own right, Hartford Life may elect to
do so.
    
   
Hartford Life will notify you of any Fund shareholders' meeting if the shares
held for your account may be voted at such meetings.  Hartford Life will also
send proxy materials and a form of instruction by means of which you can
instruct Hartford Life with respect to the voting of the Fund shares held for
your account.
    
   
In connection with the voting of Fund shares held by it, Hartford Life will
arrange for the handling and tallying of voting instructions received from
Contract Owners.  Hartford Life 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.  Hartford Life 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 Hartford
Life 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, Hartford Life 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 Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account.  HSD
is a wholly-owned subsidiary of Hartford Life.  The principal business address
of  HSD is the same as Hartford Life
    
   
The securities will be sold by salespersons of HSD who represent Hartford Life
as insurance and variable annuity agents and who are registered representatives
of Broker-Dealers who have entered into distribution agreements with HSD.
    
   
HSD is registered with the Commission under the Securities Exchange Act of 1934
as a Broker-Dealer and is a member of the National Association of Securities
Dealers, Inc.
    
   
Commissions will be paid by Hartford Life and will not be more than 6% of
Premium Payments.
    
From time to time, Hartford Life 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.

<PAGE>

                                                                         Page 44
- --------------------------------------------------------------------------------


CUSTODIAN OF SEPARATE ACCOUNT ASSETS
   
The assets of the Separate Account are held by Hartford Life 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.  Hartford Life and Putnam
Management are engaged in various matters of routine litigation which in their
judgments are not of material importance in relation to their respective total
assets.
    
LEGAL COUNSEL

Counsel with respect to Federal laws and regulations applicable to the issue and
sale of the Contracts and with respect to Connecticut law is Lynda Godkin,
Esquire, Associate General Counsel and Secretary, ITT Hartford Life Insurance
Companies, P.O. Box 2999, Hartford, Connecticut 06104-2999.

EXPERTS
   
The financial statements and schedules in this registration statement have been
audited by Arthur Andersen LLP, independent public accountants, as indicated in
their reports with respect thereto, and are included herein in reliance on the
authority of said firm as experts in accounting and auditing in giving said
report.  Reference is made to said report of Hartford Life Insurance Company
(the depositor) which include an explanatory paragraph with respect to the
adoption of a new accounting standard changing the methods of accounting for
debt and equity securities.  The principal business address of Arthur Andersen
LLP is One Financial Plaza, Hartford, Connecticut 06103.
    
ADDITIONAL INFORMATION

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

         Hartford Life Insurance Company,
         Attn:  Individual Annuity Services
         P.O. Box 5085
         Hartford, CT 06102-5085
         Telephone:  (800) 521-0538

<PAGE>

                                                                         Page 45
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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 Hartford Life.
    
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

<PAGE>

                                                                         Page 46
- --------------------------------------------------------------------------------


(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 Hartford Life.
    
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.

<PAGE>

                                                                         Page 47
- --------------------------------------------------------------------------------


                                     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.

5.  DEATH BENEFIT

The Specified Contract Anniversary for determining the Death Benefit is every
sixth Contract

<PAGE>

                                                                         Page 48
- --------------------------------------------------------------------------------


Anniversary, except in North Carolina (I.E. the 6th, 12th, 18th, etc. Contract
Anniversaries).

<PAGE>

                                                                         Page 49
- --------------------------------------------------------------------------------

   
                                     APPENDIX III
    
   
                      INFORMATION REGARDING TAX-QUALIFIED PLANS
    
   
    The tax rules applicable to tax qualified contract owners, including
    restrictions on contributions and distributions, taxation of distributions
    and tax penalties, vary according to the type of plan as well as the terms
    and conditions of the plan itself.  Various tax penalties may apply to
    contributions in excess of specified limits, to distributions in excess of
    specified limits, distributions which do not satisfy certain requirements
    and certain other transactions with respect to qualified plans.
    Accordingly, this summary provides only general information about the tax
    rules associated with use of the Contract by a qualified plan.  Contract
    owners, plan participants and beneficiaries are cautioned that the rights
    and benefits of any person to benefits are controlled by the terms and
    conditions of the plan regardless of the terms and conditions of the
    Contract.  Some qualified plans are subject to distribution and other
    requirements which are not incorporated into Hartford Life's administrative
    procedures.  Owners, participants and beneficiaries are responsible for
    determining that contributions, distributions and other transactions comply
    with applicable law.  Because of the complexity of these rules, owners,
    participants and beneficiaries are encouraged to consult their own tax
    advisors as to specific tax consequences.
    
   
A.  QUALIFIED PENSION PLANS
    
   
    Provisions of the Code permit eligible employers to establish 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)).  Such
    plans are subject to limitations on the amount that may be contributed, the
    persons who may be eligible and the time when distributions must commence.
    Corporate employers intending to use these contracts in connection with
    such plans should seek competent advice.
    
   
B.  TAX SHELTERED ANNUITIES UNDER SECTION 403(b)
    
   
    Section 403(b) of the Code permits public school employees and employees of
    certain types of charitable, educational and scientific organizations
    specified in Section 501(c)(3) of the Code to purchase annuity contracts,
    and, subject to certain limitations, exclude such contributions from gross
    income.  Generally, such contributions may not exceed the lesser of $9,500
    or 20% of the employees "includable compensation" for his most recent full
    year of employment, subject to other adjustments.  Special provisions may
    allow some employees to elect a different overall limitation.
    
   
    Tax-sheltered annuity programs under Section 403(b) are subject to a
    PROHIBITION AGAINST DISTRIBUTIONS FROM THE CONTRACT ATTRIBUTABLE TO
    CONTRIBUTIONS MADE PURSUANT TO A SALARY REDUCTION AGREEMENT unless such
    distribution is made:
    
<PAGE>

                                                                         Page 50
- --------------------------------------------------------------------------------

   
    (1)  after the participating employee attains age 59 1/2;
    (2)  upon separation from service;
    (3)  upon death or disability, or
    (4)  in the case of hardship.
    
   
    The above restrictions apply to distributions of employee contributions
    made after December 31, 1988, earnings on those contributions, and earnings
    on amounts attributable to employee contributions held as of December 31,
    1988.  They do not apply to distributions of any employer or other
    after-tax contributions, employee contributions made on or before December
    31, 1988, and earnings credited to employee contributions before December
    31, 1988.
    
   
C.  DEFERRED COMPENSATION PLANS UNDER SECTION 457
    
   
    Employees and independent contractors performing services for such
    employers 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, 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 "catch-up" deferrals during the three
    taxable years ending before a Participant attains normal retirement age.
    
   
    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
    the employer is legal owner of any contract issued with respect to the plan
    and that deferred amounts will be subject to the claims of the employer's
    creditors.  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.
    
   
    Distributions from a Section 457 Deferred Compensation Plan are prohibited
    unless made after the participating employee attains the age specified in
    the plan, separates from service, dies, becomes permanently and totally
    disabled or suffers an unforeseeable financial emergency.  Present federal
    tax law does not allow tax-free transfers or rollovers for amounts
    accumulated in a Section 457 plan except for transfers to other Section 457
    plans in limited cases.
    
   
D.  INDIVIDUAL RETIREMENT ANNUITIES UNDER SECTION 408
    
   
    Section 408 of the Code permits eligible individuals to establish
    individual retirement programs through the purchase of Individual
    Retirement Annuities ("IRAs").  IRAs are subject to limitations on the
    amount that may be contributed, the contributions that may be deducted from
    taxable income, the persons who may be eligible and the time when

<PAGE>

                                                                         Page 51
- --------------------------------------------------------------------------------


    distributions may commence.  Also, distributions from certain qualified
    plans may be "rolled-over" on a tax-deferred basis into an IRA.
    
   
E.  TAX PENALTIES
    
   
    Distributions from retirement plans are generally taxed under Section 72 of
    the Code.  Under these rules, a portion of each distribution may be
    excludable from income.  The excludable amount is the portion of the
    distribution which bears the same ratio as the after-tax contributions bear
    to the expected return.
    
   
    1.   PREMATURE DISTRIBUTION
    
   
         Distributions from a qualified plan before the Participant attains age
         59 1/2 are generally subject to an additional tax equal to 10% of the
         taxable portion of the distribution.  The 10% penalty 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).
    
   
    2.   MINIMUM DISTRIBUTION TAX
    
   
         If the amount distributed is less than the minimum required
         distribution for the year, the Participant is subject to a 50% tax on
         the amount that was not properly distributed.
    
   
         An individual's interest in a retirement plan must generally be
         distributed or begin to be distributed not later than April 1 of the
         calendar year in which the individual attains age 70 1/2 ("required
         beginning date").  The required beginning date with respect to certain
         government plans may be further deferred.  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.
    
   
         If an individual dies before reaching his or her required beginning
         date, the individual's entire interest must generally be distributed
         within five years of the individuals' death.  However, this rule will
         be deemed satisfied, if distributions begin before the close of the
         calendar year following the individual's death to a designated
         Beneficiary (or over a period not extending beyond the life expectancy
         of the beneficiary).  If the Beneficiary is the individual's surviving
         spouse, distributions may be delayed until the individual would have
         attained age 70 1/2.
    
<PAGE>

                                                                         Page 52
- --------------------------------------------------------------------------------

   
         If an individual dies after reaching his or her required beginning
         date or after distributions have commenced, the individual's interest
         must generally be distributed at least as rapidly as under the method
         of distribution in effect at the time of the individual's death.
    
   
    3.   EXCESS DISTRIBUTION TAX
    
   
         If the aggregate distributions from all IRAs and certain other
         qualified plans in a calendar year exceed the greater of (i) $150,000,
         or (ii) $112,500 as indexed for inflation ($155,000 as of January 1,
         1996), a penalty tax of 15% is generally imposed on the excess portion
         of the distribution.
    
   
    4.   WITHHOLDING
    
   
         Periodic distributions from a qualified plan lasting for a period of
         10 or more years are generally subject to voluntary income tax
         withholding.  The recipient of periodic distributions may generally
         elect not to have withholding apply or to have income taxes withheld
         at a different rate by providing a completed election form.
         Otherwise, the amount withheld on such distributions is determined at
         the rate applicable to wages as if the recipient were married claiming
         three exemptions.
    
   
         Nonperiodic distributions from an IRA are subject to income tax
         withholding at a flat 10% rate.  The recipient may elect not to have
         withholding apply.
    
   
         Nonperiodic distributions from other qualified plans are generally
         subject to mandatory income tax withholding at the flat rate of 20%
         unless such distributions are:
    
   
         (a)  the non-taxable portion of the distribution;
         (b)  required minimum distributions;
         (c)  eligible rollover distributions.
    
   
         Eligible rollover distributions are direct payments to an IRA or to
         another qualified employer plan.
    
   
         Any distribution from plans described in Section 457 of the Code is
         subject to regular wage withholding rules.
    
<PAGE>

                                                                         Page 53
- --------------------------------------------------------------------------------


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>

                                                                         Page 54
- --------------------------------------------------------------------------------


                                  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



<PAGE>

                                                                         Page 55
- --------------------------------------------------------------------------------


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


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

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


Please send a Statement of Additional Information for PCM Capital Manager
Variable Annuity 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, 1996

Date of Statement of Additional Information:  May 1, 1996


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 Hartford Life Insurance Company ("Hartford
Life") 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 Hartford Life, 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 ("Hartford Life") 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 individual and group, in all
states of the United States and the District of Columbia.  The offices of
Hartford Life are located in Simsbury, Connecticut; however, its mailing address
is P.O. Box 5085, Hartford, CT  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.  On
December 20, 1995, Hartford Fire Insurance Company became an independent,
publicly traded corporation.

Hartford Life is rated A+ (superior) by A.M. Best and Company, Inc., on the
basis of its financial soundness and operating performance.  Hartford Life is
rated AA+ by both Standard & Poor's and Duff and Phelps on the basis of its
claims paying ability.

                               SAFEKEEPING OF ASSETS

The assets of the Separate Account are held by Hartford Life 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
financial statements included in this Statement of Additional Information have
been audited by Arthur Andersen LLP to the extent and for the periods indicated
in their report and are included herein in reliance upon the report of said firm
as experts in accounting and auditing.  Reference is made to said report of
Hartford Life Insurance Company (the depositor), which includes an explanatory
paragraph with respect to the adoption of new account standards changing the 
methods of accounting for debt and equity securities.

                            DISTRIBUTION OF CONTRACTS

Hartford Securities Distribution Company, Inc. ("HSD") serves as Principal
Underwriter for the securities issued with respect to the Separate Account. HSD
is a wholly-owned subsidiary of Hartford Life. The principal business address of
HSD is the same as Hartford Life.

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

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

<PAGE>


                                      - 6 -


Commissions will be paid by Hartford Life and will not be more than 6% of
premium payments from time to time, Hartford Life may pay or permit other
promotion incentives in cash or credit or other compensation.

Prior to June 26, 1995, the Principal Underwriter for the Separate Account was
Hartford Equity Sales Company, Inc. ("HESCO"), an NASD member Broker-Dealer.

The offering of the Separate Account 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



     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

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 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 1983(a) 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 Hartford Life 
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.






1398s
(Putnam Sep. Acct.)

<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

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 Hartford Life.

<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 Hartford Life.

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.

<PAGE>


                                     - 11 -

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

                            (PCM 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 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

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.

<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, 1995 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,
1995.

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

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

          Yield = 3.47%

HIGH YIELD 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,
1995.

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

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

      Yield = 9.21%

<PAGE>


                                     - 14 -


U.S. GOVERNMENT AND HIGH QUALITY BOND 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,
1995.

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

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

      Yield = 5.93%

GROWTH & 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,
1995.

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


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

      Yield = 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

<PAGE>


                                     - 15 -

period by multiplying the total number of units owned at the end of the period
by the unit value per unit on the last trading day of the period; (2) assuming
redemption at the end of the period and deducting any applicable contingent
deferred sales charge and (3) dividing this account value for the hypothetical
investor by the initial $1,000 investment and annualizing the result for periods
of less than one year.  Total return will be calculated 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
represented include 400 industrial, 60 transportation and 40 financial services
concerns.  The S&P

<PAGE>



                                     - 17 -



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, 1995.






1398s

<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 & liabilities of Hartford
Life Insurance Company Putnam Capital Manager Trust Separate Account (the
Account) as of December 31, 1995, 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 Account's management. Our responsibility is to express an
opinion on these financial statements based on our audits. 

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Hartford Life Insurance Company
Putnam Capital Manager Trust Separate Account as of December 31, 1995, 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 20, 1996 


<PAGE>

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

Statement of Assets & Liabilities 


<TABLE>
<CAPTION>

December 31, 1995            Voyager            Global           Asia               Growth             Global Asset     High Yield
                             Fund               Growth           Pacific            and Income         Allocation       Fund
                             Sub-Account        Fund             Growth             Fund               Fund             Sub-Account
                                                Sub-Account      Fund               Sub-Account        Sub-Account
                                                                 Sub-Account
<S>                           <C>               <C>             <C>            <C>                   <C>             <C> 
Assets                                                                                                              
Investments:                                                                                                        
                                                                                                                   
PCM VOYAGER FUND
 Shares 38,979,528                                                                                                  
 Cost $765,706,007                                                                                                  
                                                                                                                  
 Market Value:           $ 1,188,875,614        $         0      $         0      $           0        $         0     $         0
                                                                                                                   
PCM GLOBAL GROWTH FUND
 Shares 29,418,709                                                                                                  
 Cost $364,270,097                                                                                                  
                                                                                                                     
     Market Value:                     0        446,576,005                0                  0                  0               0
                                                                                                                   
PCM ASIA PACIFIC GROWTH FUND
 Shares 1,032,036
 Cost $10,315,625
 
     Market Value:                     0                  0       10,557,732                  0                  0               0
 
PCM GROWTH AND INCOME FUND
 Shares 97,577,342
 Cost $1,574,120,024
 
     Market Value:                     0                  0                0      2,094,985,523                  0               0
                                                                                                                   
PCM GLOBAL ASSET ALLOCATION
  Fund
 Shares 19,975,784
 Cost $252,178,290
 
     Market Value:                          0               0              0                  0        322,608,911               0
                                                                                                                   
PCM HIGH YIELD FUND
 Shares 22,523,796 
 Cost $248,243,947 
 
     Market Value:                          0               0              0                  0                  0     278,619,355
                                                                                                                   
PCM US GOVERNMENT AND
  HIGH QUALITY BOND FUND
 Shares 40,964,872 
 Cost $489,468,596 
 
     Market Value:                          0               0              0                 0                   0               0
 
PCM NEW OPPORTUNITIES FUND
 Shares 15,552,682 
 Cost $196,209,968 
 
     Market Value:                          0               0              0                 0                   0               0
 
PCM MONEY MARKET FUND
 Shares 148,904,898
 Cost $148,904,898 
 
     Market Value:                          0               0              0                 0                   0               0
 
PCM UTILITIES GROWTH &
  INCOME FUND
 Shares 24,283,972 
 Cost $275,875,576 
 
     Market Value:                          0               0              0                 0                   0               0
 
PCM DIVERSIFIED INCOME FUND
 Shares 15,347,542
 Cost $155,625,897
 
     Market Value:                          0               0              0                 0                   0               0
 
Due from Hartford Life                887,496               0              0         1,443,154              49,481       1,516,720
 Insurance Company
 
Receivable from fund                        2         242,016         57,896                 1                   1               0
 shares sold
Total Assets                  $ 1,189,763,112   $ 446,818,021   $ 10,615,628   $ 2,096,428,678       $ 322,658,393   $ 280,136,075
Liabilities                                                                                                         
Due to Hartford Life                        2         242,780         57,969                 1               1                   0
 Insurance Company
 
Payable for fund                      889,020               0              0         1,445,844              49,508       1,529,544
 shares purchased
 
TOTAL LIABILITIES                     889,022         242,780         57,969         1,445,845              49,509       1,529,544
NET ASSETS (VARIABLE          $ 1,188,874,090   $ 446,575,241   $ 10,557,659   $ 2,094,982,833       $ 322,608,884   $ 278,606,531
 ANNUITY CONTRACT
 LIABILITIES)

</TABLE>

<TABLE>
<CAPTION>

December 31, 1995                  US Government    New              Money           Utilities        Diversified
                                   and High         Opportunities    Market          Growth and       Income Fund
                                   Quality          Fund             Fund            Income Fund      Sub-Account
                                   Bond Fund        Sub-Account      Sub-Account     Sub-Account
                                   Sub-Account

<S>                                <C>             <C>             <C>             <C>             <C>
Assets                                                                                                
Investments:                                                                                          
                                                                      
PCM VOYAGER FUND                                                                                      
 Shares 38,979,528                                                                                    
 Cost $765,706,007                                                                                    
                                                                                                     
     Market Value:                 $            0    $          0     $         0      $        0       $       0
                                                                                                     
PCM GLOBAL GROWTH FUND 
 Shares 29,418,709 
 Cost $364,270,097 
 
     Market Value:                              0               0               0               0               0
 
PCM ASIA PACIFIC GROWTH FUND 
 Shares 1,032,036 
 Cost $10,315,625 
 
     Market Value:                              0               0               0               0               0
 
PCM GROWTH AND INCOME FUND 
 Shares 97,577,342 
 Cost $1,574,120,024 
  
     Market Value:                              0               0               0               0               0
  
PCM GLOBAL ASSET ALLOCATION
  FUND
 Shares 19,975,784 
 Cost $252,178,290 
 
     Market Value:                              0               0               0               0               0
 
PCM HIGH YIELD FUND
 Shares 22,523,796 
 Cost $248,243,947 
 
     Market Value:                              0               0               0               0               0
 
PCM US GOVERNMENT AND
  HIGH QUALITY BOND FUND
 Shares 40,964,872 
 Cost $489,468,596 
 
     Market Value:                    562,857,344               0               0               0               0
 
PCM NEW OPPORTUNITIES FUND
 Shares 15,552,682 
 Cost $196,209,968 
  
     Market Value:                              0     243,088,411               0               0               0
  
PCM MONEY MARKET FUND 
 Shares 148,904,898
 Cost $148,904,898 
  
     Market Value:                              0               0     148,904,897               0               0
  
PCM UTILITIES GROWTH & 
  INCOME FUND
 Shares 24,283,972 
 Cost $275,875,576 
 
     Market Value:                              0               0               0     322,491,144               0
 
PCM DIVERSIFIED INCOME FUND
 Shares 15,347,542
 Cost $155,625,897
 
     Market Value:                              0               0               0               0     169,283,385
 
Due from Hartford Life                    123,822         983,300               0         179,710         147,712
 Insurance Company
 
Receivable from fund                            0               1       1,356,180               0               0
 shares sold
Total Assets                       $  562,981,166  $  244,071,712  $  150,261,077  $  322,670,854  $  169,431,097
Liabilities 
Due to Hartford Life                            0               1       1,356,373               0               0
 Insurance Company
  
Payable for fund                          124,661         986,212               0         176,551         147,041
 shares purchased
  
Total Liabilities                         124,661         986,213       1,356,373         176,551         147,041
Net Assets (variable               $  562,856,505  $  243,085,499  $  148,904,704  $  322,494,303  $  169,284,056
 annuity contract
 liabilities)


</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) 

<TABLE>
<CAPTION>

 December 31, 1995                                              Units                Unit        Contract 
                                                               Owned by             Price       Liability
                                                               Participants               
<S>
Deferred annuity contracts in the accumulation period:
Individual Sub-Accounts:
 Voyager Fund Sub-Account                                        36,379,112     $32.520454  $1,183,065,250
                                                                                      
                                                       
 Voyager Fund .40%                                                    3,099      15.659521          48,534
                                                                                      
                                                       
 Global Growth Fund Sub-Account                                  29,700,825      14.963156     444,418,083
                                                                                      
                                                       
 Global Growth Fund .40%                                              1,509      11.794299          17,793

 Asia Pacific Growth Fund Sub-Account                             1,040,089      10.134697      10,540,991

 Asia Pacific Growth Fund .40%                                        1,634      10.202683          16,668

 Growth and Income Fund Sub-Account                              76,865,475      27.201402   2,090,848,687

 Growth and Income Fund .40%                                          2,133      13.953338          29,758

 Global Asset Allocation Fund Sub-Account                        16,019,122      20.086904     321,774,565

 Global Asset Allocation Fund .40%                                    2,171      12.625284          27,406

 High Yield Fund Sub-Account                                     13,646,186      20.390177     278,248,152

 High Yield Fund .40%                                                 1,019      11.728867          11,950

 U.S. Government and High Quality Bond 
 Fund Sub-Account                                                30,488,927      18.447662     562,449,423

 U.S. Government and High Quality Bond 
 Fund .40%                                                            1,010      12.020512          12,140

 New Opportunities Fund Sub-Account                              15,859,872      15.311737     242,842,181

 New Opportunities Fund .40%                                          1,430      16.825001          24,068

 Money Market Fund Sub-Account                                  107,933,982       1.378848     148,824,555

 Money Market Fund .40%                                              10,105       1.072643          10,839

 Utilities Growth and Income Fund
 Sub-Account                                                     22,892,448      14.074692     322,204,148

 Utilities Growth and Income Fund .40%                                1,009      13.315488          13,441

 Diversified Income Fund Sub-Account                             14,967,048      11.302322     169,162,395

 Diversified Income Fund .40%                                         1,048      11.792332          12,357

 Total Accumulation Period:                                                                  5,774,603,384

Annuity contracts in the annuity period:
Individual Sub-Accounts:

<PAGE>

 <S>                                                                <C>          <C>             <C>
 Voyager Fund Sub-Account                                           177,129      32.520454       5,760,306

 Global Growth Fund Sub-Account                                     142,976      14.963156       2,139,365

 Growth and Income Fund Sub-Account                                 150,889      27.201402       4,104,388
 
 Global Asset Allocation Fund Sub-Account                            40,171      20.086904         806,913

 High Yield Fund Sub-Account                                         16,990      20.390177         346,429

 U.S. Government and High Quality Bond 
 Fund Sub-Account                                                    21,409      18.447662         394,942

 New Opportunities Fund Sub-Account                                  14,319      15.311737         219,250

 Money Market Fund Sub-Account                                       50,267       1.378848          69,310

 Utilities Growth and Income Fund Sub-Account                        19,660      14.074692         276,714

 Diversified Income Fund Sub-Account                                  9,671      11.302322         109,304

 Asia Pacific Growth Fund Sub-Account  


 Total Annuity Period:           14,226,921
GRAND TOTAL:                 $5,788,830,305

</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 Operations 



<TABLE>
<CAPTION>

For the Year Ended          Voyager         Global           Asia              Growth          Global Asset    High Yield
December 31, 1995           Fund            Growth           Pacific           and Income      Allocation      Fund
                            Sub-Account     Fund             Growth            Fund            Fund            Sub-Account
                                            Sub-Account      Fund              Sub-Account     Sub-Account
                                                             Sub-Account*
<S>                       <C>             <C>              <C>                 <C>             <C>             <C>
INVESTMENT INCOME:
     Dividends            $   2,189,049   $   3,547,952    $            0      $  53,319,225   $   5,037,249   $  19,649,178
                                                                                                                  
EXPENSES:                                                                                                          
     Mortality and                                                                                                           
     expense                
      undertakings          (12,782,456)     (5,752,945)          (60,724)       (23,675,501)     (4,100,735)     (3,506,173)
                                                                                                                  
     Net investment                                                                                                          
     income (loss)          (10,593,407)     (2,204,993)          (60,724)        29,643,724         936,514      16,143,005
                                                                                                                 
     Capital gains
      income                 16,140,156       6,601,518                 0         13,724,917               0               0
                                                                                                                  
NET REALIZED AND                                                                                                   
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS:
                                                                                                                  
     Net realized gain                                                                                                       
     (Loss) on security                                                                                                      
     transactions              (410,019)        911,496           (60,287)          (34,307)         399,476      1,236,511
                                                                                                                  
     Net unrealized                                                                                                          
     appreciation                                                                                                            
     (depreciation) of                                                                                                       
     investments during                                                                                                      
     the period             292,690,527      49,557,344           242,108       453,648,232       58,868,469     20,718,106
                                                                                                                  
     Net gains (losses)                                                                                                      
     on investments         292,280,508      50,468,840           181,821       453,613,925       59,267,945     21,954,617

NET INCREASE                                                                                                                 
 (DECREASE) IN NET                                                                                                           
 ASSETS RESULTING                                                                                                            
 FROM OPERATIONS:          $297,827,257     $54,865,365          $121,097      $496,982,566      $60,204,459    $38,097,622

</TABLE>


<TABLE>
<CAPTION>

For the Year Ended             US Government               New            Money        Utilities        Diversified
December 31, 1995                   and High     Opportunities           Market       Growth and        Income Fund
                                     Quality              Fund             Fund      Income Fund        Sub-Account
                                   Bond Fund       Sub-Account      Sub-Account      Sub-Account
                                 Sub-Account
<S>                       <C>                  <C>                <C>              <C>                <C>            
INVESTMENT INCOME:                                                                                  
     Dividends            $       34,358,459   $         6,052    $   8,489,465    $  13,295,130      $   6,497,502
                                                                                                   
EXPENSES:                                                                                           
     Mortality and                                                                                             
     expense      
     undertakings                 (7,423,535)       (1,665,591)      (2,219,294)      (3,923,517)        (2,014,330)
                                                                                                   
     Net investment                                                                                            
     income (loss)                26,934,924        (1,659,539)       6,270,171        9,371,613          4,483,172
                                                                                                   
     Capital gains
     income                                0           199,716                0                0                  0
                                                                                                   
NET REALIZED AND                                                                                    
 UNREALIZED GAIN
 (LOSS) ON
 INVESTMENTS:
                                                                                                   
     Net realized gain                                                                                         
     (loss) on security                                                                                        
     transactions                     69,862           (26,148)                0        (424,609)             9,172
                                                                                                     
     Net unrealized                                                                                            
     appreciation                                                                                              
     (depreciation) of                                                                                         
     investments during                                                                                        
     the period                   63,229,345        45,091,587                 0      63,147,534         18,343,699
                                                                                                   
     Net gains (losses)                                                                                        
     on investments               63,299,207        45,065,439                 0      62,722,925         18,352,871

NET INCREASE                                                                                                   
 (DECREASE) IN NET                                                                                             
 ASSETS RESULTING                                                                                              
 FROM OPERATIONS:                $90,234,131       $43,605,616        $6,270,171     $72,094,538        $22,836,043

*From inception, May 1,
1995, to December 31, 
1995.

</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 


<TABLE>
<CAPTION>

For the Year Ended           Voyager            Global          Asia Pacific       Growth            Global Asset      High Yield
December 31, 1995            Fund               Growth          Growth Fund        and Income        Allocation        Fund
                             Sub-Account        Fund            Sub-Account*       Fund              Fund              Sub-Account
                                                Sub-Account                        Sub-Account       Sub-Account
OPERATIONS:                                                                                                           
     Net investment                                                                                                              
     income (loss)      $    (10,593,407)    $   (2,204,993)  $      (60,724)   $     29,643,724   $      936,514    $  16,143,005
                                                                                                                     
     Capital gains                                                                                                               
     income                    16,140,156         6,601,518                0          13,724,917                0                0
                                                                                                                     
     Net realized                                                                                                                
     gain (loss) on                                                                                                              
     security                                                                                                                    
     transactions               (410,019)           911,496          (60,287)            (34,307)         399,476        1,236,511
                                                                                                                     
     Net unrealized                                                                                                              
     appreciation                                                                                                                
     (depreciation)                                                                                                              
     of investments                                                                                                              
     during the                                                                                                                  
     period                   292,690,527        49,557,344          242,108         453,648,232       58,868,469       20,718,106
                                                                                                                     
 Net increase                                                                                                                    
 (decrease) in                                                                                                                   
 net assets                                                                                                                      
 resulting from                                                                                                                  
 operations                   297,827,257        54,865,365          121,097         496,982,566       60,204,459       38,097,622
                                                                                                                     
UNIT                                                                                                                  
 TRANSACTIONS:
     Purchases                175,795,447        45,923,798        4,126,265         278,125,135       22,881,301       36,534,502
                                                                                                                     
     Net transfers             67,563,970      (31,613,725)        6,974,378          61,348,178      (11,919,895)      23,654,821
                                                                                                                     
     Surrenders              (43,669,375)      (21,768,741)         (664,081)        (96,650,335)     (18,839,572)     (20,293,432)
                                                                                                                     
 Net annuity                                                                                                                     
 transactions                   (307,639)          (18,657)                0            (216,062)         (77,478)         (34,458)
                                                                                                                     
 Net increase                                                                                                                    
 (decrease) in                                                                                                                   
 net assets                                                                                                                      
 resulting from                                                                                                                  
 unit transactions            199,382,403       (7,477,325)       10,436,562         242,606,916       (7,955,644)      39,861,433
                                                                                                                     
 Total increase                                                                                                                  
 (decrease) in                                                                                                                   
 net assets                   497,209,660        47,388,040       10,557,659         739,589,482       52,248,815       77,959,055
                                                                                                                     
Net assets:                                                                                                           
     Beginning of                                                                                                                
     period                   691,664,430       399,187,201                0       1,355,393,351      270,360,069      200,647,476
 End of period             $1,188,874,090      $446,575,241      $10,557,659      $2,094,982,833     $322,608,884     $278,606,531


For the Year Ended             US Government   New              Money            Utilities          Diversified
December 31, 1995              and High        Opportunities    Market           Growth and         Income Fund
                               Quality         Fund             Fund             Income Fund        Sub-Account
                               Bond Fund       Sub-Account      Sub-Account      Sub-Account
                               Sub-Account
<S>                       <C>                  <C>                <C>              <C>                <C>            
OPERATIONS:                                                                                    
     Net investment                                                                                         
     income (loss)             $  26,934,924   $   (1,659,539)   $    6,270,171   $    9,371,613     $    4,483,172
                                                                                              
     Capital gains                                                                                          
     income                                0          199,716                 0                0                  0
                                                                                              
     Net realized                                                                                           
     gain (loss) on                                                                                         
     security                                                                                               
     transactions                     69,862          (26,148)                0         (424,609)             9,172
                                                                                              
     Net unrealized                                                                                         
     appreciation                                                                                           
     (depreciation)                                                                                         
     of investments                                                                                         
     during the                                                                                             
     period                       63,229,345       45,091,587                 0       63,147,534         18,343,699
                                                                                              
 Net increase                                                                                               
 (decrease) in                                                                                              
 net assets                                                                                                 
 resulting from                                                                                             
 operations                       90,234,131       43,605,616         6,270,171       72,094,538         22,836,043
                                                                                              
UNIT                                                                                           
 TRANSACTIONS:
     Purchases                    42,562,828       95,362,106        59,269,091       27,209,860         32,309,949
                                                                                              
     Net transfers               (50,224,416)      68,118,806       (80,739,372)     (10,419,694)        (5,571,318)
                                                                                              
     Surrenders                  (40,651,284)      (3,619,540)      (28,048,736)     (18,062,599)        (9,346,669)
                                                                                              
 Net annuity                                                                                                
 transactions                       (157,837)          31,757            43,839           30,306            (14,911)
                                                                                              
 Net increase                                                                                               
 (decrease) in                                                                                              
 net assets                                                                                                 
 resulting from                                                                                             
 unit transactions               (48,470,709)     159,893,129       (49,475,178)      (1,242,127)        17,377,051
                                                                                              
 Total increase                                                                                             
 (decrease) in                                                                                              
 net assets                       41,763,422      203,498,745       (43,205,007)      70,852,411         40,213,094
                                                                                              
Net assets:                                                                                    
   Beginning of                                                                                           
   period                        521,093,083       39,586,754       192,109,711      251,641,892        129,070,962
 End of period                  $562,856,505     $243,085,499      $148,904,704     $322,494,303       $169,284,056

*From inception, May 1,
1995, to December 31, 
1995.

</TABLE>

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

<PAGE>
<TABLE>
<CAPTION>


For the Year Ended        Voyager        Global           Growth           Global Asset     High Yield
December 31, 1994         Fund           Growth           and Income       Allocation       Fund
                          Sub-Account    Fund             Fund             Fund             Sub-Account
                                         Sub-Account      Sub-Account      Sub-Account
<C>                    <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

</TABLE>


<TABLE>
<CAPTION>

For the Year Ended       US            New               Money            Utilities         Diversified
December 31, 1994        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>             
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

*From inception, May 1,
1995, to December 31, 
1995.

</TABLE>

THE ACCOMPANYING 
   NOTES ARE AN
 INTEGRAL PART OF
  THESE FINANCIAL
    STATEMENTS.
          
1.   ORGANIZATION: 
Putnam 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. The Account invests
deposits by Variable annuity contractholders of the Company in various mutual
funds (the Funds) as directed by the contractholders. 

2.   SIGNIFICANT ACCOUNTING POLICIES: 

The following is a summary of significant accounting policies of the Account,
which are in accordance with generally accepted accounting principles in the
investment company industry: 

A) SECURITY TRANSACTIONS Security transactions are recorded on the trade date
(date the order to buy or sell is executed). 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. Capital gains income represents
dividends from the funds which are characterized as capital gains under tax
regulations. 

B) SECURITY VALUATION The investment in shares of the Funds is valued at the
closing net asset value per share as determined by the appropriate Fund on
December 31, 1995. 

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. 

D) USE OF ESTIMATES The preparation of financial statements in conformity with
generally accepted accounting principle requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of
the date of the financial statements and the reported amounts of income and
expenses during the period. Operating results in the future could vary from the
amounts derived from management's estimates. 

<PAGE>

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. 
PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT HARTFORD LIFE INSURANCE COMPANY 

Notes to Financial Statements 
December 31, 1995 



<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, 1995 and 1994, and the related consolidated statements of  income,
stockholder's equity and cash flows for each of the three years in the period
ended December 31, 1995.  These consolidated financial statements and the
schedules referred to below are the responsibility of Hartford Life Insurance 
Company's management.  Our responsibility is to express an opinion on these
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
audit provides 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, 1995 and
1994, and the results of their operations and their cash flows for each of the
three years in the period ended December 31, 1995 in conformity with generally
accepted accounting principles.

As discussed in Note 1 in Notes to Consolidated Financial Statements, Hartford
Life Insurance 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.

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 24, 1996

                                         F-1

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                          CONSOLIDATED STATEMENTS OF INCOME
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------
- --------------------------------------------------------------------------
                                       FOR THE YEAR ENDED DECEMBER 31,
                                  ----------------------------------------
                                       1995           1994           1993
                                      -------        -------        ------
<S>                                   <C>            <C>            <C>
REVENUES
    Premiums and other considerations  $1,487         $1,100         $747
    Net investment income               1,328          1,292        1,051
    Net realized (losses) gains           (11)             7           16
                                       ------         ------        -----
                       TOTAL REVENUES   2,804          2,399        1,814
                                       ------         ------        -----

BENEFITS, CLAIMS AND EXPENSES
    Benefits, claims and claim
     adjustment expenses                1,422          1,405        1,046
    Dividends to policyholders            675            419          227
    Amortization of deferred policy
     acquisition costs                    199            145          113
    Other insurance expense               317            227          210
                                       ------         ------        -----
  TOTAL BENEFITS, CLAIMS AND EXPENSES   2,613          2,196        1,596
                                       ------         ------        -----
                                      
INCOME BEFORE INCOME TAX EXPENSE          191            203          218

    Income tax expense                     62             65           75
                                       ------         ------        -----
NET INCOME                               $129           $138         $143
                                       ------         ------        -----
                                       ------         ------        -----

- ---------------------------------------------------------------------------
- ---------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-2

<PAGE>


                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                             CONSOLIDATED BALANCE SHEETS
                           (IN MILLIONS EXCEPT SHARE DATA)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
                                                           AS OF DECEMBER 31,
                                                           ------------------
                                                           1995      1994
                                                           -------   --------
                        ASSETS
<S>                                                        <C>       <C>
Investments
    Fixed maturities
         available for sale, at market value
         (amortized cost of $14,440 and $14,464)           $14,400   $13,429
    Equity securities, at market value
         (cost of $61 and $76)                                  63        68
    Mortgage loans, at outstanding balance                     265       316
    Policy loans, at outstanding balance                     3,381     2,614
    Other investments, at cost                                 156       107
                                                           -------   -------
                                       TOTAL INVESTMENTS    18,265    16,534

Cash                                                            46        20
Premiums and amounts receivable                                165       160
Reinsurance recoverable                                      6,221     5,466
Accrued investment income                                      394       378
Deferred policy acquisition costs                            2,188     1,809
Deferred income tax                                            420       590
Other assets                                                   234        83
Separate account assets                                     36,264    22,809
                                                           -------   -------
                                            TOTAL ASSETS   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------

                        LIABILITIES
Future policy benefits                                      $2,373    $1,890
Other policyholder funds                                    22,598    21,328
Other liabilities                                            1,233     1,000
Separate account liabilities                                36,264    22,809
                                                           -------   -------
                                       TOTAL LIABILITIES    62,468    47,027
                                                           -------   -------
Commitments and contingencies (Note 9)

                   STOCKHOLDER'S EQUITY
Common stock
    Authorized 1,000 shares, $5,690 par value
    Issued and outstanding 1,000 shares                          6         6
Additional paid-in capital                                   1,007       826
Retained earnings                                              773       644
Unrealized loss on investments, net of tax                     (57)     (654)
                                                           -------   -------
                              TOTAL STOCKHOLDER'S EQUITY     1,729       822
                                                           -------   -------
              TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY   $64,197   $47,849
                                                           -------   -------
                                                           -------   -------
- -----------------------------------------------------------------------------
- -----------------------------------------------------------------------------
</TABLE>
The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-3

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                               UNREALIZED LOSS       TOTAL
                                                        COMMON     ADDITIONAL      RETAINED   ON INVESTMENTS,    STOCKHOLDER'S
                                                        STOCK    PAID-IN-CAPITAL   EARNINGS     NET OF TAX          EQUITY
                                                        ------   ---------------   --------   ---------------    -------------
<S>                                                    <C>      <C>               <C>        <C>                <C>
BALANCE, DECEMBER 31, 1992                                  $6              $498       $373                $0             $877

 Net income                                                  -                 -        143                 -              143

 Capital contribution                                        -               180          -                 -              180

 Excess of assets over liabilities
 on reinsurance assumed from affiliate                       -                (2)         -                 -               (2)

 Change in unrealized loss on investments, net of tax        -                 -          -                (5)              (5)

                                                         ------   ---------------   --------   ---------------    -------------
BALANCE, DECEMBER 31, 1993                                   6               676        516                (5)           1,193
                                                         ------   ---------------   --------   ---------------    -------------


 Net income                                                  -                 -        138                 -              138

 Capital contribution                                        -               150          -                 -              150

 Dividend paid                                               -                 -        (10)                -              (10)

 Change in unrealized loss on investments, net of tax*       -                 -          -              (649)            (649)
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1994                                   6               826        644              (654)             822
                                                        ------   ---------------   --------   ---------------    -------------

 Net income                                                  -                 -        129                 -              129

 Capital contribution                                        -               181          -                 -              181

 Change in unrealized loss on investments, net of tax        -                 -          -               597              597
                                                        ------   ---------------   --------   ---------------    -------------

BALANCE, DECEMBER 31, 1995                                  $6           $1,007       $773              ($57)           $1,729
                                                        ------   ---------------   --------   ---------------    -------------
                                                        ------   ---------------   --------   ---------------    -------------

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

(*) The 1994 change in unrealized loss on investments, net of tax, included an
unrealized gain of $91 due to adoption of SFAS No. 115 as discussed in Note 1(b)
of Notes to Consolidated Financial Statements.

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-4

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                    (IN MILLIONS)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

                                                                                        FOR THE YEAR ENDED DECEMBER 31,
                                                                               ----------------------------------------------
                                                                                    1995            1994            1993
                                                                               -------------   --------------   -------------
<S>                                                                           <C>             <C>              <C>
OPERATING ACTIVITIES
 Net income                                                                             $129             $138            $143
 Adjustments to net income:
   Net realized (losses) gains                                                            11               (7)            (16)
   (Decrease) increase in liability to policyholders for realized gains                   (3)               5             (15)
   Net amortization of premium on fixed maturities                                        21               41               2
   Provision for deferred income taxes                                                  (172)            (128)           (121)
   Increase in deferred policy acquisition costs                                        (379)            (441)           (292)
   (Increase) decrease in premiums and amounts receivable                                (81)              10             (28)
   Increase in accrued investment income                                                 (16)            (106)             (4)
   (Increase) decrease in other assets                                                  (177)             101             (36)
   (Increase) decrease in reinsurance recoverable                                        (35)              75            (121)
   Increase in liability for future policy benefits                                      483              224             360
   Increase in other liabilities                                                         281              191             176
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY OPERATING ACTIVITIES                62              103              48
                                                                               -------------   --------------   -------------

INVESTING ACTIVITIES
 Purchases of fixed maturities investments                                            (6,228)          (9,127)        (12,406)
 Proceeds from sales of fixed maturities investments                                   4,848            5,708           8,813
 Maturities and principal paydowns of fixed maturities investments                     1,741            1,931           2,596
 Net purchases of other investments                                                     (871)          (1,338)           (206)
 Net (purchases)/sales of short-term investments                                         (24)             135            (564)
                                                                               -------------   --------------   -------------
                                        CASH USED FOR INVESTING ACTIVITIES              (534)          (2,691)         (1,767)
                                                                               -------------   --------------   -------------

FINANCING ACTIVITIES
 Net receipts from investment and UL-type contracts credited to
   policyholder account balances                                                         498            2,467           1,513
 Capital contribution                                                                      0              150             180
 Dividends paid                                                                            0              (10)              0
                                                                               -------------   --------------   -------------
                                     CASH PROVIDED BY FINANCING ACTIVITIES               498            2,607           1,693
                                                                               -------------   --------------   -------------

NET INCREASE (DECREASE) IN CASH                                                           26               19             (26)

 Cash at beginning of year                                                                20                1              27
                                                                               -------------   --------------   -------------

CASH AT END OF YEAR                                                                      $46              $20              $1
                                                                               -------------   --------------   -------------
                                                                               -------------   --------------   -------------

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

The accompanying Notes are an integral part of these Consolidated Financial
Statements.

                                         F-5


<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
and its wholly-owned subsidiaries ("Hartford Life" or the "Company"), ITT
Hartford Life and Annuity Insurance Company ("ILA") and ITT Hartford 
International Life Reassurance Corporation ("HLRe"), formerly American Skandia
Life Reinsurance Corporation.  Hartford Life is a wholly-owned subsidiary of
Hartford Life and Accident Insurance Company ("HLA").  Hartford Life is
ultimately owned by Hartford Fire Insurance Company ("Hartford Fire"), which is
ultimately owned by ITT Hartford Group, Inc. ("ITT Hartford"), formerly a
subsidiary of ITT Corporation ("ITT").  On December 19, 1995, ITT Corporation 
distributed all of the outstanding shares of ITT Hartford Group to ITT 
Corporation Shareholders of record in an action known herein as the 
"Distribution".  As a result of the Distribution, ITT Hartford became an 
independent publicly traded company.

The preparation of financial statements, in conformity with generally 
accepted accounting principles, requires management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period. Actual results could differ from those estimates. The 
Company offers life, annuity, pension, and disability insurance products. 
These products are distributed and marketed by multiple distribution channels 
which include broker-dealers, agents and banks, as well as a captive sales 
force. Hartford Life conducts business primarily in the United States and is 
licensed to write business in all 50 states. The Company is headquartered in 
Simsbury, Connecticut and has 3,045 direct employees. 
 
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.

(B)  CHANGES IN ACCOUNTING PRINCIPLES
Effective January 1, 1994, Hartford Life adopted Statement of Financial
Accounting Standards ("SFAS") No. 115, "Accounting for Certain Investments in
Debt and Equity Securities".  The new standard requires, among other things,
that securities be classified as "held-to-maturity", "available-for-sale" or
"trading" based on Hartford Life'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 and continue to
be recorded at fair value with the corresponding impact included in
Stockholder's Equity.  Under SFAS No. 115,  Hartford Life'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 investments, 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.  Hartford Life's cash flows were not impacted by
this change in accounting principle.

(C)  REVENUE RECOGNITION
Revenues for universal life policies and investment products consist of policy
charges for the cost of insurance, 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.

                                         F-6

<PAGE>

(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.  Other
policyholder funds which represent liabilities for universal life insurance and
investment products reflect policy account balances before applicable surrender
charges.

(E)  POLICYHOLDER REALIZED GAINS AND LOSSES
Realized gains and losses on security transactions associated with Hartford
Life'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
Hartford Life's investments in fixed maturities include bonds, redeemable
preferred stock and commercial paper which are classified as "available-for-
sale" and accordingly are carried at market value with the after-tax difference
from cost reflected as a component of  Stockholder's Equity designated
"Unrealized loss on investments, net of tax". Equity securities, which include
common and non-redeemable preferred 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
Hartford Life uses a variety of derivative financial instruments including,
swaps, caps, floors, options, forwards and exchange traded financial futures as
part of an overall risk management strategy.  These instruments, are used as a
means of hedging exposure to price, foreign currency and/or interest rate risk
on planned investment purchases or existing assets and liabilities. Hartford
Life does not hold or issue derivative financial instruments for trading
purposes. Hartford Life's accounting for derivative financial instruments used
to manage risk is in accordance with the concepts established in SFAS No. 80,
"Accounting for Futures Contracts," SFAS No. 52 , "Foreign Currency
Translation", American Institute of Certified Public Accountants Statement of 
Position 86-2, "Accounting for Options" and various Emerging Issues Task Force
pronouncements. Written options are in all cases used in conjunction with other
assets and derivatives as part of an overall risk management strategy. 
Derivative instruments are carried at values consistent with the asset or
liability being hedged.  Derivatives used to hedge fixed maturities or equities
are carried at fair value with the after-tax difference from cost reflected in
Stockholder's Equity.  Derivatives used to hedge other invested assets or
liabilities are carried at cost.

Derivatives, used as part of a risk management strategy, must be designated at
inception as a hedge and measured for effectiveness both at inception and on an
ongoing basis. Hartford Life'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. Derivatives used to create a synthetic asset must meet synthetic
accounting criteria including designation at inception and consistency of terms
between the synthetic and the instrument being replicated.  Synthetic
instrument accounting, consistent with industry practice, provides that the
synthetic asset is accounted for like the financial instrument it is intended
to replicate.  Derivatives which fail to meet risk management criteria are
marked to market with the impact reflected in the Consolidated Statements
of Income.

Gains or losses on financial futures contracts entered into in anticipation 
of the 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 
futures are closed, except for  futures used in duration hedging which are 
deferred and basis adjusted on a quarterly basis.  The basis adjustments are 
amortized into investment  income over the remaining asset life.

                                         F-7

<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 Consolidated
Statements of Income as a component of net investment income.

The cost of options entered into as part of a risk management strategy are
basis adjusted to the underlying asset or liability and amortized over the
remaining life of the hedge. Gains or losses on expiration or termination are
adjusted into the basis of the underlying asset or liability and amortized over
the remaining asset life. 

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

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

Forward exchange contracts and foreign currency swaps are accounted for in
accordance with SFAS No. 52.

(I)  RELATED PARTY TRANSACTIONS
Transactions of Hartford Life 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 Hartford Life to fund pension
costs and claim annuities to settle casualty claims.

On June 30, 1995, the assets of Lyndon Insurance Company ("Lyndon") were 
contributed to ILA.  As a result, ILA received approximately $365 in fixed 
maturities, equity securities and cash, $26 in receivables, $187 of current 
tax liability, $20 in deferred tax liability, and $3 of other liabilities.  
The excess of assets over liabilities of $181 were recorded as an increase to 
paid-in capital. 

Substantially all general insurance expenses related to Hartford Life,
including rent expenses, are initially paid by Hartford Fire.  Direct expenses
are allocated to Hartford Life using specific identification and indirect
expenses are allocated using other applicable methods.

The rent paid to Hartford Fire for the space occupied by Hartford Life was $3
in 1995, 1994, and 1993 respectively.  Hartford Life expects to pay rent of $3
in 1996, 1997, 1998, 1999, and 2000, respectively and $57 thereafter, over the
contract life of the lease.

(J) DIVIDEND TO POLICYHOLDERS 
Dividends to policyholders primarily represent those amounts paid to corporate
owned life insurance ("COLI") policyholders. These dividend liabilities, which
appear as other policyholder funds on the Consolidated Balance Sheets, are
recorded when approved by the board of directors.
 
See Note (4) for the related party coinsurance agreements.

                                         F-8

<PAGE>

2. INVESTMENTS
(a) COMPONENTS OF NET INVESTMENT INCOME

<TABLE>
<CAPTION>
                                                               YEAR ENDED DECEMBER 31,
                                                             --------------------------
<S>                                                          <C>      <C>       <C>
                                                              1995      1994      1993 
                                                             ------    ------    ------
Interest income                                              $1,338    $1,247    $1,007
Income from other investments                                     1        54        53
                                                             ------    ------    ------

                                    GROSS INVESTMENT INCOME   1,339     1,301     1,060

Less: Investment expenses                                        11         9         9
                                                             ------    ------    ------
                                      NET INVESTMENT INCOME  $1,328    $1,292    $1,051
                                                             ------    ------    ------
                                                             ------    ------    ------

(b) UNREALIZED GAINS/(LOSSES) ON EQUITY SECURITIES

                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                           $4        $2        $3
Gross unrealized losses                                          (2)      (11)      (11)
Deferred income tax expenses/(benefit)                            1        (3)       (3)
                                                             ------    ------    ------
                    NET UNREALIZED GAINS (LOSSES) AFTER TAX       1        (6)       (5)
Balance at the beginning of the year                             (6)       (5)       (0)
                                                             ------    ------    ------
CHANGE IN NET UNREALIZED GAINS (LOSSES) ON EQUITY SECURITIES     $7       ($1)      ($5)
                                                             ------    ------    ------
                                                             ------    ------    ------

(c) UNREALIZED GAINS/(LOSSES) IN FIXED SECURITIES
                                                                 As of December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Gross unrealized gains                                         $529      $150      $538
Gross unrealized losses                                        (569)   (1,185)     (290)
Unrealized (losses)/gains credited to policyholder              (52)       37         0
Deferred income tax (benefit)/expense                           (34)     (350)       87
                                                             ------    ------    ------
                    NET UNREALIZED (LOSSES) GAINS AFTER TAX     (58)     (648)      161

Balance at the beginning of the year                           (648)      161       144
                                                             ------    ------    ------
                  CHANGE IN NET UNREALIZED GAINS(LOSES) 
                   ON FIXED MATURITIES                         $590     ($809)      $17
                                                             ------    ------    ------
                                                             ------    ------    ------

(d) COMPONENTS OF NET REALIZED GAINS/(LOSSES)
                                                              Year ended December 31,
                                                             --------------------------
                                                              1995      1994      1993 
                                                             ------    ------    ------
Fixed maturities                                                $23      ($34)     ($12)
Equity securities                                                (6)      (11)        0
Real estate and other                                           (25)       47        43
Less: (decrease)/increase in liability to policyholders
  for realized gains                                             (3)        5       (15)
                                                             ------    ------    ------
                                NET REALIZED (LOSSES) GAINS    ($11)       $7       $16
                                                             ------    ------    ------
                                                             ------    ------    ------
</TABLE>
 
                                         F-9

<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, 1995 :
 
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (CARRYING AMOUNT)

                                                                                                          
                                                         Caps, Floors & Options                         Foreign
                                  Carrying               -----------------------                        Currency
                                   Value   Non-Derivative Issued(b)  Purchased(c)  Futures(d)  Swaps(f)   Swaps
                                  --------  -----------  --------   -----------   ---------   --------   -------
<S>                               <C>          <C>          <C>            <C>          <C>     <C>        <C>
Asset-backed securities             $5,764       $5,752       ($1)          $30          $0       ($17)       $0
Inverse floaters(a)                    711          794       (30)           16           0        (69)        0
Anticipatory(e)                          0            0         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
  TOTAL ASSET-BACKED SECURITIES      6,475        6,546       (31)           46           0        (86)        0

Other bonds and notes                7,118        7,165        (1)            0           0        (22)      (24)
Short-term investments                 807          807         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
           TOTAL FIXED MATURITIES   14,400       14,518       (32)           46           0       (108)      (24)
Other investments                    3,865        3,865         0             0           0          0         0
                                  --------  -----------  --------   -----------   ---------   --------   -------
             TOTAL INVESTMENTS     $18,265      $18,383      ($32)          $46          $0      ($108)     ($24)
                                  --------  -----------  --------   -----------   ---------   --------   -------
                                  --------  -----------  --------   -----------   ---------   --------   -------
</TABLE>
<TABLE>
<CAPTION>
                                                           SUMMARY OF INVESTMENTS
                                                           AS OF DECEMBER 31, 1995
                                                              (NOTIONAL AMOUNT)
                                                         (EXCLUDING LIABILITY HEDGES)

                                                                                            
                                                  Caps, Floors & Options                   Foreign
                                   Notional       ----------------------                   Currency
                                    Amount  Issued(b) Purchased(c) Futures(d)   Swaps(f)    Swaps
                                  --------  ---------  ---------   ----------  ---------  ---------
<S>                              <C>       <C>        <C>         <C>         <C>        <C>
Asset-backed securities             $3,863       $118     $3,133         $322       $290         $0
Inverse floaters(a)                  1,601        560        354            6        681          0
Anticipatory(e)                        238          0          0          213         25          0
                                  --------  ---------  ---------   ----------  ---------  ---------
 TOTAL ASSET-BACKED SECURITIES       5,702        678      3,487          541        996          0

   Other bonds and notes             1,365         33         66          322        757        187
   Short-term  investments               0          0          0            0          0          0
                                  --------  ---------  ---------   ----------  ---------  ---------
        TOTAL FIXED MATURITIES       7,067        711      3,553          863      1,753        187
   Other investments                    18          0          0            0         18          0
                                  --------  ---------  ---------   ----------  ---------  ---------
             TOTAL INVESTMENTS      $7,085       $711     $3,553         $863     $1,771       $187
                                  --------  ---------  ---------   ----------  ---------  ---------
                                  --------  ---------  ---------   ----------  ---------  ---------
</TABLE>


(a) Inverse floaters 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, Hartford Life uses a variety of
derivative instruments, primarily interest rate swaps and issued floors.

(b) Includes issued caps $475 with a weighted average strike rate of 8.5%
(ranging from 7.0% to 10.4%) and over 85% mature in 2000 through 2004.  Issued
floors totaled $236, have a weighted average strike rate of 8.1% (ranging 
from 5.3% to 10.9%) and mature through 2007 with 76% maturing by 2004.

(c) Comprised of purchased floors of $1.8 billion and purchased caps of $1.7
billion.  The floors have a weighted average strike price of 5.8% (ranging from
3.7% to 6.8%) and over 85% mature in 1997 through 1999.  The caps have a
weighted average strike price of 7.5% (ranging from 4.5% and 10.1%) and over
82% mature in 1997 through 1999.

(d) Over 95% of futures contracts expire before December 31, 1996.

(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, 1995, there were $5.3 in net deferred losses
for futures, interest rate swaps and purchased options.

(f) The following table summarizes the maturities by notional value of interest
rate swaps outstanding at December 31, 1995 and the related weighted average
interest pay rate or receive rate assuming current market conditions:

                                     F-10

<PAGE>
 


<TABLE>
<CAPTION>
 

                                                      MATURITY OF SWAPS ON INVESTMENTS
                                                           AS OF DECEMBER 31, 1995


                                                                                                                           LAST
                                                  1996      1997      1998      1999      2000     THEREAFTER     TOTAL  MATURITY
                                                  ----      ----      ----      ----      ----     ----------     -----  --------
<S>                                              <C>       <C>       <C>       <C>       <C>            <C>       <C>       <C>
INTEREST RATE SWAPS
 PAY FIXED/RECEIVE VARIABLE
   Notional Value                                  $15       $50        $0      $453       $31           $229      $778      2004
   Weighted Average Pay Rate                      5.0%      7.2%      0.0%      8.1%      7.1%           7.8%      7.8%          
   Weighted Average Receive Rate                  5.8%      5.9%      0.0%      5.8%      5.7%           5.9%      5.9%          

 PAY VARIABLE/RECEIVE FIXED
   Notional Value                                 $100       $68       $25       $25       $35           $190      $443      2007
   Weighted Average Pay Rate                      5.9%      8.6%      5.9%      0.0%      5.9%           5.4%      5.4%
   Weighted Average Receive Rate                  2.4%      7.9%      4.0%      0.0%      6.5%           6.9%      6.9%

 PAY VARIABLE/RECEIVE DIFFERENT VARIABLE
   Notional Value                                  $50       $18       $36       $12      $200           $234      $550      2004
   Weighted Average Pay Rate                      5.8%      0.0%      3.7%      3.5%      4.5%          16.3%      5.7%
   Weighted Average Receive Rate                  5.4%      0.0%      5.6%      5.2%      6.8%           5.9%      6.4%

TOTAL INTEREST RATE SWAPS                         $165      $136       $61      $490      $266           $653    $1,771      2007
 WEIGHTED AVERAGE PAY RATE                        5.8%      7.8%      4.6%      7.6%      5.0%           7.3%      6.9%
 WEIGHTED AVERAGE RECEIVE RATE                    3.6%      7.2%      4.9%      5.4%      6.6%           6.3%      5.8%


</TABLE>
(g) The following table reconciles the derivative notional amounts by derivative
type and by strategy:

<TABLE>
<CAPTION>

                                                          BY DERIVATIVE TYPE
                                   ----------------------------------------------------------------------
                                       12/31/94                      MATURITIES/              12/31/95
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------     ---------      ------------        ---------------
<S>                                       <C>          <C>              <C>                      <C>
Caps                                       $1,861        $2,666            $2,343                 $2,184
Floors                                      2,131           237               188                  2,180
Swaps/Collars/Forwards/Options              4,374         1,355             2,163                  3,566
Futures                                       253         6,125             5,515                    863
                                  ---------------     ---------      ------------        ---------------
                           TOTAL           $8,619       $10,383           $10,209                 $8,793
                                  ---------------     ---------      ------------        ---------------
                                  ---------------     ---------      ------------        ---------------


                                                            BY STRATEGY
                                   ----------------------------------------------------------------------
                                         12/31/94                     MATURITIES/              12/31/95 
                                  NOTIONAL AMOUNT     ADDITIONS      TERMINATIONS        NOTIONAL AMOUNT
                                  ---------------    ----------      ------------        ---------------
Liability                                  $1,725          $729              $746                 $1,708
Anticipatory                                  626         1,564             1,952                    238
Asset                                       3,048         3,153             3,217                  2,984
Portfolio                                   3,220         4,937             4,294                  3,863
                                  ---------------    ----------      ------------         --------------
                       TOTAL               $8,619       $10,383           $10,209                 $8,793
                                  ---------------    ----------      ------------         --------------
                                  ---------------    ----------      ------------         --------------
</TABLE>

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

                                         F-11

<PAGE>

amount of the liability agreements in which Hartford Life generally pays one
variable rate in exchange for another, was $1.7 billion at December 31, 1995 and
1994 respectively.  The weighted average pay rate is 5.9%; the weighted average
receive rate is 6.0% , and these agreements mature at various times through
2001.

(F)  CONCENTRATION OF CREDIT RISK
Hartford Life has a reinsurance recoverable of $5.6 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 Hartford Life as sole beneficiary. 
Excluding investments in U.S. government and agencies, Hartford Life has no
other significant concentrations of credit risk.

Included in fixed maturity investments at December 31, 1995 were $39 of 
Orange County, California Pension Obligation Bonds, $17 of which were carried 
in the general account and $22 which were included in Hartford Life's 
guaranteed separate accounts. During 1995 all interest payments due were 
received.  While Orange County is currently operating under Protection of 
Chapter 9 of the Federal Bankruptcy Laws, Hartford Life believes the bonds 
are not impaired other than on a temporary basis.

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

<TABLE>
<CAPTION>
 
                                                                      AS OF DECEMBER 31,1995
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
<S>                                                     <C>             <C>          <C>          <C>
U.S. Government and government agencies and 
   authorities;
 Guaranteed and sponsored                                   $502           $4            ($9)        $497
 Guaranteed and sponsored-asset backed                     3,568          210           (387)       3,391

State, municipalities and political subdivisions             201            4             (3)         202
International governments                                    291           19             (4)         306
Public utilities                                             949           29             (2)         976
All other corporate-asset backed                           3,065           76            (55)       3,086
All other corporate                                        5,056          187           (109)       5,134
Short-term investments                                       808            0              0          808
                                                       ----------      -------          -----       -----
                                TOTAL INVESTMENTS        $14,440         $529          ($569)     $14,440
                                                       ----------      -------          -----       -----
                                                       ----------      -------          -----       -----


                                                                      AS OF DECEMBER 31,1994
                                                       --------------------------------------------------
                                                                          GROSS UNREALIZED         
                                                       AMORTIZED       ---------------------      MARKET
                                                          COST          GAINS         LOSSES       VALUE
                                                       ----------      -------        ------       -----
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

State, municipalities and political subdivisions             148            1            (12)         137
International governments                                    189            1            (14)         176
Public utilities                                             531            1            (32)         500
All other corporate-asset backed                           2,442           30           (121)       2,351
All other corporate                                        3,717           38           (297)       3,458
Short-term investments                                     1,665            0            (51)       1,614
                                                        ---------      -------       --------     -------
                                TOTAL INVESTMENTS        $14,464         $150        ($1,185)     $13,429
                                                        ---------      -------       --------     -------
                                                        ---------      -------       --------     -------
</TABLE>

                                         F-12

<PAGE>


The amortized cost and estimated fair value of fixed maturities at December 31,
1995, by maturity, are shown below.  Asset backed securities are distributed to
maturity year based on estimates 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.

<TABLE>
<CAPTION>
                                                      AMORTIZED     MARKET
                                                         COST       VALUE
                                                     ----------   ---------
       <S>                                            <C>         <C>
       Due in one year or less                          $3,146      $3,133
       Due after one year through five years             6,373       6,316
       Due after five years through ten years            3,609       3,644
       Due after ten years                               1,312       1,307
                                                     ----------   ---------
                                             TOTAL     $14,440     $14,400
                                                     ----------   ---------
                                                     ----------   ---------
</TABLE>

Sales of  fixed maturities excluding short-term fixed maturities for the years
ended December 31, 1995, 1994, and 1993 resulted in proceeds of $4,848,  $5,708,
and $8,813, respectively, resulting in gross realized gains of $91, $71, and
$192, respectively, and gross realized losses of $72, $100, and $219,
respectively, not including policyholder gains and losses.  Sales of equity
securities and other investments for the years ended December 31, 1995, 1994,
and 1993 resulted in proceeds of $64, $159, and $127, respectively, resulting in
gross realized gains of $28, $3, and $0, respectively, and gross realized losses
of $59, $14, $0,  respectively, not including policyholder gains and losses.

(H)  FAIR VALUE OF FINANCIAL INSTRUMENTS

<TABLE>
<CAPTION>
                               AS OF DECEMBER 31, 1995  AS OF DECEMBER 31, 1994
                               -----------------------  -----------------------
                                        CARRYING    FAIR    CARRYING    FAIR
                                         AMOUNT    VALUE     AMOUNT    VALUE
                                        --------  --------  --------  --------
<S>                                     <C>       <C>       <C>       <C>
ASSETS
 Fixed maturities                        $14,400   $14,400   $13,429   $13,429
 Equity securities                            63        63        68        68
 Policy loans                              3,381     3,381     2,614     2,614
 Mortgage loans                              265       265       316       316
 Investments in partnerships and trusts       94        97        36        42
 Miscellaneous                                62        62        67        67

LIABILITIES
 Other policy claims and benefits        $12,727   $12,767   $13,001   $12,374
</TABLE>


The following methods and assumptions were used to estimate the fair value of
each class of financial instrument: fair value for fixed maturities and equity
securities approximate those quotations published by applicable stock exchanges
or are received from other reliable sources; 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
Hartford Life is included in ITT Hartford Group's consolidated U.S. Federal 
income tax return and remits to (receives from) ITT Hartford Group, Inc. a 
current income tax provision (benefit) computed in accordance with the tax 
sharing arrangements between its insurance subsidiaries.  The effective tax 
rate was 32% in 1995 and 1994, and approximates the U.S. statutory tax rate 
of 35% in 1993.

                                         F-13

<PAGE>

The provision for income taxes was as follows:

<TABLE>
<CAPTION>
                                          FOR THE YEARS ENDED DECEMBER 31,
                                         ---------------------------------
                                            1995      1994      1993
                                          -------   -------   -------
<S>                                        <C>       <C>       <C>
INCOME TAX EXPENSES
  Current                                    $211      $185      $190
  Deferred                                   (149)     (120)     (115)
                                          -------   -------   -------
                                   TOTAL      $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------

INCOME TAX PROVISION
  Tax provision at U.S. statutory rate        $67       $71       $76
  Tax-exempt income                            (3)       (3)        0
  Foreign tax credit                           (4)       (1)        0
  Other                                         2        (2)       (1)
                                          -------   -------   -------
               PROVISION FOR INCOME TAX       $62       $65       $75
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

Income taxes paid  were $162, $244, and $301 in 1995, 1994, and 1993
respectively.  The current taxes due from Hartford Fire were $8 and $46 in 1995
and 1994, respectively.

Deferred tax assets(liabilities) include the following:

<TABLE>
<CAPTION>
                                                           DECEMBER 31,
                                                      --------------------
                                                        1995        1994
                                                      ---------   ---------
       <S>                                              <C>        <C>
       Tax deferred acquisition costs                    $410        $284
       Book deferred acquisition costs and reserves       138        (134)
       Employee benefits                                    8           7
       Unrealized net loss on investments                  32         353
       Investments and other                             (168)         80
                                                      ---------   ---------
                            TOTAL DEFERRED TAX ASSET     $420        $590
                                                      ---------   ---------
                                                      ---------   ---------
</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,
1995 was $37.

4.  REINSURANCE
Hartford Life cedes insurance to non-affiliated insurers in order to limit its
maximum loss.  Such transfer does not relieve Hartford Life of its primary
liability.  Hartford Life 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>
                                             YEAR ENDED DECEMBER 31,
                                          ---------------------------
                                            1995      1994      1993
                                          -------   -------   -------
 <S>                                      <C>       <C>       <C>
  Gross premiums                           $1,545    $1,316    $1,135
  Insurance assumed                           591       299        93
  Insurance ceded                             649       515       481
                                          -------   -------   -------
                   NET RETAINED PREMIUMS   $1,487    $1,100      $747
                                          -------   -------   -------
                                          -------   -------   -------
</TABLE>

                                         F-14

<PAGE>

Life reinsurance recoveries, which reduced death and other benefits, for the
years ended December 31, 1995, 1994 and 1993 approximated $220, $164, and $149,
respectively.

In December 1994, Hartford Life assumed from a third party approximately $500 
of corporate owned life insurance reserves on a coinsurance basis. In 
December 1995, this block of business was reinsured to HLRe utilizing 
modified coinsurance, with the assets and policy liabilities placed in a 
separate account. In October 1994, HLRe recaptured approximately $500 of 
corporate owned life insurance from a third party reinsurer.  Subsequent to 
this transaction, Hartford Life and HLRe restructured their coinsurance 
agreement from coinsurance to modified coinsurance, with the assets and 
policy liabilities placed in the separate account. These transactions did not 
have a material impact on consolidated net income.

Also in December 1994, ILA ceded to a third party $1.0 billion in individual
fixed and variable annuities on a modified coinsurance basis. In December 1995,
Hartford Life ceded approximately $1.2 billion in individual variable annuities
on a modified coinsurance basis to a third party. These transactions did not
have a material impact on consolidated net income.

In May 1994, Hartford Life assumed the life insurance policies and the 
individual annuities of Pacific Standard with reserves and account values of 
approximately $400.  Hartford Life received cash and investment grade assets  
to support the life insurance and individual annuity contract obligations 
assumed.

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 Hartford Life increased approximately $1 billion.  The excess of 
liabilities assumed over assets received, of $2, was recorded as a decrease 
to capital surplus. The remaining $41 in assets and liabilities were 
transferred in October 1995.  The impact on consolidated net income was not 
significant.

In August 1993, Hartford Life received assets of $300 for assuming the group 
COLI contract obligations of Mutual Benefit Life Insurance Company, through 
an assumption reinsurance transaction.  Under the terms of the agreement, 
Hartford Life coinsured back 75% of the liabilities to Mutual Benefit Life 
Insurance Company.  All assets supporting Mutual Benefit's reinsurance 
liability to Hartford Life are placed in a "security trust", with Hartford 
Life as the sole beneficiary.  The impact on 1993 consolidated net income was 
not significant.

5.  PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Hartford Life'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.  Hartford Life'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 Hartford Life's group pension contracts. The cost to
Hartford Life was approximately $2, $2, and $3 in 1995, 1994 and 1993,
respectively.

Hartford Life provides certain health care and life insurance benefits for
eligible retired employees. A substantial portion of Hartford Life's employees
may become eligible for these benefits upon retirement. Hartford Life's
contribution for health care benefits will depend on the retiree's date of
retirement and years of service. In addition, the plan has a defined dollar cap
which limits average company contributions.  Hartford Life 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 were immaterial for 1995, 1994, and 1993 respectively.

The assumed rate of future increases in the per capita cost of health care (the
health care trend rate) was 10.1% for 1995, decreasing ratably to 6.0% 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. 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.

                                         F-15

<PAGE>


6.   BUSINESS SEGMENT INFORMATION

<TABLE>
<CAPTION>
                                       YEAR ENDED DECEMBER 31
                                     --------------------------
                                      1995      1994      1993
                                     ------    ------    ------
<S>                                 <C>       <C>       <C>
REVENUES
    Individual Life and Annuity        $797      $691      $595
    Asset Management Services           734       789       794
    Specialty Insurance Operations    1,273       919       425
                                     ------    ------    ------
                   TOTAL REVENUES    $2,804    $2,399    $1,814
                                     ------    -------   ------
                                     ------    -------   ------

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

                                       YEAR ENDED DECEMBER 31
                                       ------------------------
                                       1995      1994      1993
                                     ------     -------   -----
INCOME BEFORE INCOME  TAX EXPENSE
    Individual Life and Annuity        $236      $139      $129
    Asset Management Services           (79)       38        71
    Specialty Insurance Operations       34        26        18
                                     ------    ------    ------
        TOTAL INCOME BEFORE INCOME
          TAX EXPENSE                  $191      $203      $218
                                     ------    ------    ------
                                     ------    ------    ------

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

                                      YEAR ENDED DECEMBER 31
                                    ---------------------------
                                     1995      1994      1993
                                    -------   -------   -------
IDENTIFIABLE ASSETS
    Individual Life and Annuity     $36,741   $26,668   $19,147
    Asset Management Services        13,962    13,334    12,416
    Specialty Insurance Operations   13,494     7,847     6,723
                                    -------   -------   -------
        TOTAL IDENTIFIABLE ASSETS   $64,197   $47,849   $38,286
                                    -------   -------   -------
                                    -------   -------   -------
</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:
<TABLE>
<CAPTION>
                                         1995      1994      1993
                                       --------- --------  --------
<S>                                   <C>       <C>       <C>
    Statutory net income                    $112      $58       $63
    Statutory surplus                     $1,125     $941      $812
</TABLE>

8.  SEPARATE ACCOUNTS
  Hartford Life maintains separate account assets and liabilities totaling $36.3
  billion and $22.8 billion at December 31, 1995 and 1994, respectively which 
  are reported at fair value.  Separate account assets are segregated from other
  investments and investment income and gains and losses accrue directly to the
  policyholder.  Separate accounts reflect two categories of risk assumption: 
  non-guaranteed separate accounts totaling $25.9 billion and $14.8 billion at
  December 31, 1995 and 1994, respectively, wherein the policyholder assumes the
  investment risk, and guaranteed separate account assets totaling $10.4 billion
  and $8.0 billion at December 31, 1995 and 1994, respectively, wherein Hartford
  Life contractually guarantees either a minimum return or account value to the
  policyholder.  Included in the non-guaranteed category are policy loans 
  totaling $1.7 billion and $0.5 billion at December 31, 1995 and 1994, 
  respectively. Investment income (including investment gains and losses) and 
  interest credited to policyholders on separate account assets are not 
  reflected in the Consolidated Statements of Income.  Separate account 
  management fees, net of minimum guarantees, were $387, $256, and $189, in 
  1995, 1994, and 1993, respectively.

                                         F-16

<PAGE>


  The guaranteed separate accounts include modified guaranteed individual 
  annuity, and modified guaranteed life insurance.  The average credit interest 
  rate on these contracts is 6.62%.  The assets that support these liabilities 
  were comprised of $10.4 billion in bonds at December 31, 1995.  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 totaled $133 million in carrying value 
  and $2.7 billion in notional amounts at December 31, 1995. 

9.  COMMITMENTS AND CONTINGENCIES
  In August 1994, Hartford Life renewed a two year note purchase facility
  agreement which in certain instances obligates Hartford Life to purchase up to
  $100 million in collateralized notes from a third party.  Hartford Life is
  receiving fees for this commitment.  At December 31, 1995, Hartford Life had 
  not purchased any notes under this agreement.

  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 
  Hartford Life 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.  Hartford Life paid guaranty fund assessments of approximately
  $10, $8 and $6 in 1995, 1994, and 1993, respectively.

  Hartford Life 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 
  Hartford Life.

                                         F-17
<PAGE>


                HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
   SCHEDULE I - SUMMARY OF INVESTMENTS (OTHER THAN INVESTMENTS IN AFFILIATES)
                             AS OF DECEMBER 31, 1995
                                  (IN MILLIONS)
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------

                                                                                   FAIR          REPORTED ON
                                                                 COST              VALUE         BALANCE SHEET
                                                              --------------    -------------  -----------------
<S>                                                          <C>               <C>            <C>
FIXED MATURITIES
  Bonds
   U.S. Government and government agencies and authorities
    Guaranteed and sponsored                                           $502           $497           $497
    Guaranteed and sponsored - asset backed                           3,568          3,391         $3,391

   States, municipalities and political subdivisions                    201            202           $202
   International governments                                            291            306           $306
   Public utilities                                                     949            976           $976
   All other corporate                                                5,056          5,134         $5,134
   All other corporate - asset backed                                 3,065          3,086         $3,086
   Short-term investments                                               808            808           $808
                                                                 ----------      ---------      ---------
                                   TOTAL FIXED MATURITIES           $14,440        $14,400        $14,400


EQUITY SECURITIES
  Common stocks - industrial, miscellaneous and all other                61             63             63

                    TOTAL FIXED MATURITIES AND EQUITY SECURITIES    $14,501        $14,463        $14,463

POLICY LOANS                                                          3,381          3,381          3,381
MORTGAGE LOANS                                                          265            265            265
OTHER INVESTMENTS                                                       156            159            156
                                                                  ---------       --------        -------
                                   TOTAL INVESTMENTS                $18,303        $18,268        $18,265
                                                                  ---------       --------        -------
                                                                  ---------       --------        -------
- ----------------------------------------------------------------------------------------------------------------
- ----------------------------------------------------------------------------------------------------------------
</TABLE>
Fair value 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 loans carrying amounts approximate fair value.

                                     S-1

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                   SCHEDULE III - SUPPLEMENTAL INSURANCE INFORMATION
                                    (in millions)
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
                                                                                                              Amort. of
                             Deferred    Future      Other      Premiums and       Net      Benefits, Claims   Deferred     Other
                              Policy     Policy   Policyholder      Other       Investment    and Claim Adj.    Policy    Insurance
                            Acq. Costs  Benefits     Funds      Considerations    Income         Expenses     Acq. Costs   Expenses
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                                   As of December 31, 1995                          Year ended December 31, 1995
<S>                         <C>         <C>       <C>           <C>             <C>         <C>               <C>         <C>

Individual Life and Annuity     $2,088      $706        $4,371            $514        $283              $277        $176       $108
Asset Management Services           87     1,169         8,942              51         683               722          23         68
Specialty Insurance
 Operations                         13       498         9,285             922         351               423           0        816
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $2,188    $2,373       $22,598          $1,487      $1,317            $1,422        $199       $992
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1994                          Year ended December 31, 1994

Individual Life and
 Annuity                        $1,708      $582        $4,257            $492        $199              $334        $137        $80
Asset Management Services          101       845        10,160              39         750               695           8         48
Specialty Insurance
 Operations                          0       463         6,911             569         350               376           0        518
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,809    $1,890       $21,328          $1,100      $1,299            $1,405        $145       $646
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

                                   As of December 31, 1993                          Year ended December 31, 1993

Individual life and Annuity     $1,237      $428        $3,535            $423        $172              $249         $97       $120
Asset Management Services           97       703         9,026              35         759               662          16         45
Specialty Insurance
 Operations                          0       528         5,673             289         136               135           0        272
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                     TOTAL      $1,334    $1,659       $18,234            $747      $1,067            $1,046        $113       $437
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------
                            ----------  --------  ------------  --------------  ----------  ----------------  ----------  ---------

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

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

Benefits, claims and claims adjustment expenses include the increase in
liability for future policy benefits and death, disability and other contract
benefits payments.

Other insurance expenses are allocated to the division based upon specific
identification, where possible.

                                         S-2

<PAGE>

                   HARTFORD LIFE INSURANCE COMPANY AND SUBSIDIARIES
                              SCHEDULE IV - REINSURANCE
                                    (in millions)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------
                                                                                                   Percentage of 
                                        Gross       Ceded to          Assumed from        Net      Amount Assumed
                                       Amount    Other Companies     Other Companies     Amount     to Net Amount
                                      --------  -----------------   -----------------   --------  ----------------
<S>                                  <C>               <C>                   <C>       <C>                 <C>
YEAR ENDED DECEMBER 31, 1995

LIFE INSURANCE IN FORCE               $182,716           $112,774             $26,996    $96,938             27.8%

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $549               $163                $122       $508             24.0%
 Asset Management Services                  51                  0                   0         51              0.0%
 Specialty Insurance Operations            632                162                 452        922             49.0%
                                           313                324                  17          6            283.3%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,545               $649                $591     $1,487             39.7%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------

YEAR ENDED DECEMBER 31, 1994

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

PREMIUMS AND OTHER CONSIDERATIONS
 Individual Life and Annuity              $448                $71                $106       $483             21.9%
 Asset Management Services                  39                  0                   0         39              0.0%
 Specialty Insurance Operations            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
 Individual Life and Annuity              $417                $85                 $91       $423             21.5%
 Asset Management Services                  25                  0                   0         25              0.0%
 Specialty Insurance Operations            386                 97                   0        289              0.0%
 Accident and Health                       307                299                   2         10             20.0%
                                      --------  -----------------   -----------------   --------
                               TOTAL    $1,135               $481                 $93       $747             12.4%
                                      --------  -----------------   -----------------   --------
                                      --------  -----------------   -----------------   --------
 

</TABLE>

                                         S-3

<PAGE>


                                        PART C

                                  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)  The resolution authorizing the Separate Account is incorporated
         by reference to Post-Effective Amendment No. 13, to the Registration
         Statement File No. 33-17207, dated May 1, 1995.

         (2)  Not applicable.  Hartford Life maintains custody of all assets.

         (3)  (a)  Principal Underwriter Agreement is incorporated herein.

         (3)  (b)  Form of Dealer Agreement is incorporated herein.

         (4)  The Individual Flexible Premium Variable Annuity Contract is
              incorporated by reference as stated above.

         (5)  The form of Application is incorporated by reference as stated
              above.

         (6)  (a)  Restated and Amended Certificate of Incorporation of   
                   Hartford Life Insurance Company is incorporated by reference
                   as stated above.

         (6)  (b)  Bylaws of Hartford Life Insurance Company is incorporated by
                   reference as stated above.         

         (7)  Not applicable.

         (8)  Participation Agreement will be filed by amendment.

         (9)  Legal opinion is incorporated herein.

         (10) Consent of Arthur Andersen LLP is incorporated herein.

         (11) No financial statements are omitted.

         (12) Not applicable.

         (13) Not applicable.

         (14) A financial data schedule is incorporated herein.

<PAGE>

                                         -2-

Item 25. Directors and Officers of the Depositor

         Louis J. Abdou                Vice President

         Wendell J. Bossen             Vice President

         Gregory A. Boyko              Vice President

         Peter W. Cummins              Vice President

         Ann M. deRaismes              Vice President

         Timothy M. Fitch              Vice President
    
         Donald R. Frahm               Chairman & CEO, Director

         Bruce D. Gardner              Vice President, Director

         Joseph H. Gareau              Executive Vice President & Chief
                                       Investment Officer, Director

         J. Richard Garrett            Vice President & Treasurer

         John P. Ginnetti              Executive Vice President

         Lynda Godkin                  Associate General Counsel &        
                                       Corporate Secretary

         Lois W. Grady                 Vice President

         David A. Hall                 Senior Vice President & Actuary

         Joseph Kanarek                Vice President

         Robert A. Kerzner             Vice President

         Kevin J. Kirk                 Vice President            

         Andrew W. Kohnke              Vice President

         Stephen M. Maher              Vice President & Actuary

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

<PAGE>

                                         -3-

         Thomas M. Marra               Executive Vice President, Director

         Robert F. Nolan               Vice President

         Joseph J. Noto                Vice President

         Leonard E. Odell, Jr.         Senior Vice President, Director

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

         Craig R. Raymond              Vice President & Chief Actuary

         Lowndes A. Smith              President & Chief Operating Officer,
                                       Director

         Edward J. Sweeney             Vice President

         James E. Trimble              Vice President & Actuary

         Raymond P. Welnicki           Senior Vice President, Director

         Walter C. Welsh               Vice President

         James T. Westervelt           Senior Vice President & Group
                                       Comptroller

         Lizabeth H. Zlatkus           Vice President

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

Item 26. Persons Controlled By or Under Common Control with the Depositor or 
         
         Registrant Exhibit 26 is incorporated herein.

Item 27. Number of Contract Owners

         As of December 31, 1995, there were      Contract Owners.
                                             -----
Item 28. Indemnification

         Under Section 33-320a of the Connecticut General Statutes, the
         Registrant must indemnify a director or officer against judgments,
         fines, penalties, amounts paid in settlement and reasonable expenses,
         including attorneys' fees, for actions brought or 

<PAGE>

                                         -4-

threatened to be brought against him in his capacity as a director or officer
when it is determined by certain disinterested parties that he acted in good
faith and in a manner he reasonably believed to be in the best interests of the
Registrant.  In any criminal action or proceeding, it also must be determined
that the director or officer had no reason to believe his conduct was unlawful. 
The director or officer must also be indemnified when he is successful on the
merits in the defense of a proceeding or in circumstances where a court
determines that he is fairly and reasonably entitled to be indemnified, and the
court approves the amount.  In shareholder derivative suits, the director or
officer must be finally adjudged not to have breached his duty to the Registrant
or a court must determine that he is fairly and reasonably entitled to be
indemnified and must approve the amount.  In a claim based upon the director's
or officer's purchase or sale of the Registrant's securities, the director or
officer may obtain indemnification only if a court determines that, in view of
all the circumstances, he is fairly and reasonably entitled to be indemnified,
and then for such amount as the court shall determine.

The foregoing statements are specifically made subject to the detailed
provisions of Section 33-320a.

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

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

<PAGE>

                                         -5-

Item 29. Principal Underwriters

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

         Hartford Life Insurance Company - Separate Account One

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

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

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

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

         Hartford Life Insurance Company - Putnam Capital Manager Trust
         Separate Account 
              
         Hartford Life Insurance Company - Separate Account Three

         Hartford Life Insurance Company - Separate Account Five

         ITT Hartford Life and Annuity Insurance Company - Separate Account One

         ITT Hartford Life and Annuity Insurance Company - Putnam Capital
         Manager Trust Separate Account Two
                          
         ITT Hartford Life and Annuity Insurance Company - Separate Account
         Three

         ITT Hartford Life and Annuity Insurance Company - Separate Account
         Five 

         ITT Hartford Life and Annuity Insurance Company - Separate Account Six
         
    (b)  Directors and Officers of HSD

         Name and Principal                Positions and Offices
          Business Address                    With Underwriter  
         ------------------                 --------------------
         Donald E. Waggaman, Jr.            Treasurer

         Bruce D. Gardner                   Secretary

<PAGE>

                                         -6-

         George R. Jay                      Controller

         Lowndes A. Smith                   President

Item 30. Location of Accounts and Records

         Accounts and records are maintained by Hartford Life.

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.

    (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.


33-17207
Putnam Capital Manager Trust Separate Account

<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 15 day
of April, 1996.

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

*By:     /s/ Thomas M. Marra                                         
         -----------------------------
          Thomas M. Marra, Executive Vice President
    
HARTFORD LIFE INSURANCE COMPANY             *By:     /s/ Lynda Godkin        
          (Depositor)                                 ----------------
                                                      Lynda Godkin
                                                      Attorney-in-Fact 
*By:     /s/ Thomas M. Marra                                    
         ------------------------------
          Thomas M. Marra, Executive 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, Vice President,                                          
    Director *                                      
Joseph H. Gareau, Executive Vice
    President and Chief Investment
    Officer, Director *
John P. Ginnetti, Executive Vice
   President, Director *
Thomas M. Marra, Executive Vice             *By:   /s/ Lynda Godkin         
   President, Director *                           --------------------        
                                                      Lynda Godkin
Leonard E. Odell, Jr., Senior                         Attorney-In-Fact
   Vice President, Director *                       
Lowndes A. Smith, President,           
   Chief Operating Officer, Director *                Dated:  April 15, 1996 
Raymond P. Welnicki, Senior Vice                              -------------
   President, Director *
Lizabeth H. Zlatkus, Vice President
   Director *

(PCM  33-17207)

<PAGE>

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

                                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

do hereby jointly and severally authorize Lynda Godkin and/or Scott K.
Richardson to sign as their agent, any Registration Statement, pre-effective
amendment, post-effective amendment and any application for exemptive relief of
the Hartford Life Insurance Company, 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:   10/19/95               
- -----------------------------------                 ---------------------
      Donald R. Frahm

   /s/ Bruce D. Gardner                      Dated:   10/19/95          
- -----------------------------------                 ---------------------
      Bruce D. Gardner 

 /s/ Joseph H. Gareau                        Dated:   10/19/95         
- -----------------------------------                 ---------------------
      Joseph H. Gareau

 /s/ John P. Ginnetti                        Dated:   10/26/95
- -----------------------------------                 ---------------------
      John P. Ginnetti
   
 /s/ Thomas M. Marra                         Dated:   10/19/95        
- -----------------------------------                 ---------------------
      Thomas M. Marra  

 /s/ Leonard E. Odell, Jr.                   Dated:   10/20/95
- -----------------------------------                 ---------------------
      Leonard E. Odell, Jr. 

 /s/ Lowndes A. Smith                        Dated:   10/19/95  
- -----------------------------------                 ---------------------
      Lowndes A. Smith 

<PAGE>

 /s/ Raymond P. Welnicki                     Dated:   10/24/95
- -----------------------------------                 ---------------------
      Raymond P. Welnicki

 /s/ Lizabeth H. Zlatkus                     Dated:   10/20/95
- -----------------------------------                 ---------------------
      Lizabeth H. Zlatkus
 

<PAGE>



                                                                    [Exhibit 3a]
                           PRINCIPAL UNDERWRITER AGREEMENT
                           -------------------------------

THIS AGREEMENT, dated as of the June 26, 1995, 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 SECURITIES
DISTRIBUTION COMPANY, INC. ("HSD"), 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 investment trust type investment company with the
Securities and Exchange Commission under the Investment Company Act of 1940
("1940 Act"), as amended, and which is designated Hartford Life Insurance
Company  Putnam Capital Manager Trust Separate Account (referred to as the
"UIT"); and

WHEREAS, HSD offers to the public a certain Flexible Premium Variable Annuity
Insurance Contract (the "Contract") issued by HLIC with respect to the UIT units
of interest thereunder which are registered under the Securities Act of 1933
("1933 Act"), as amended; and

WHEREAS, HSD 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 Principal Underwriter Agreement.

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

                                         I.

                                     HSD'S DUTIES
                                     ------------

1.   HSD, as successor principal underwriter to Hartford Equity Sales Company,
     Inc. 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.  HSD is
     responsible for compliance with all applicable requirements of the 1933
     Act, as amended, the Securities Exchange Act of 1934 ("1934 Act"), as
     amended, and the 1940 Act, as amended, and the 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 UIT.

<PAGE>

                                         -2-

2.   HSD 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.   HSD agrees that it will utilize the then currently effective prospectus
     relating to the UIT's Contracts in connection with its selling efforts.

     As to the other types of sales materials, HSD 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.   HSD agrees that it or its duly designated agent shall maintain records of
     the name and address of, and the securities issued by the UIT and held by,
     every holder of any security issued pursuant to this Agreement, as required
     by the Section 26(a)(4) of the 1940 Act, as amended.

5.   HSD'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
     HSD, HSD shall not be subject to liability under a Contract for any act or
     omission in the course, or connected with, rendering services hereunder.

                                         II.

1.   The UIT reserves the right at any time to suspend or limit the public
     offering of the Contracts upon 30 days' written notice to HSD, except where
     the notice period may be shortened because of legal action taken by any
     regulatory agency.

2.   The UIT agrees to advice HSD immediately:

     (a)  Of any request by the Securities and Exchange Commission for 
          amendment of its 1933 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 1933 Act registration
          statement relating to units of interest issued with respect to the UIT
          or of the initiation of any proceedings for that purpose;

<PAGE>

                                    -3-

     (c)  Of the happening of any material event, if known, which makes untrue
          any statement in said 1933 Act registration statement or which
          requires a change therein in order to make any statement therein not
          misleading.

     HLIC will furnish to HSD such information with respect to the UIT and the 
     Contracts in such form and signed by such of its officers and directors and
     HSD 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 UIT's
     financial condition as HSD may reasonably request.

                                         III.

                                     COMPENSATION
                                     ------------

In accordance with an Expense Reimbursement Agreement between HLIC and HSD, HSD
is obligated to reimburse HSD for all operating expenses associated with the
services provided on behalf of the UIT under this Principal Underwriter
Agreement.  No additional compensation is payable in excess of that required
under the Expense Reimbursement Agreement.

                                          IV.

                   RESIGNATION AND REMOVAL OF PRINCIPAL UNDERWRITER
                   ------------------------------------------------

HSD may resign as a Principal Underwriter hereunder, upon 120 days' prior
written notice to HLIC.  However, such resignation shall not become effective
until either the UIT 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.

                                         V.

                                    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
     prepaid, addressed as follows:

               (a)  If to HLIC - Hartford Life Insurance Company,  P.O. Box
                    2999, Hartford, Connecticut 06104.

<PAGE>

                                         -4-

               (b)  If to HSD - Hartford Securities Distribution Company, Inc.,
                    P.O. Box 2999, Hartford, Connecticut 06104.

     or to such other address as HSD or HLIC 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
     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 June 26, 1995 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 60 days' prior
          written notice to HSD; (2) shall immediately terminate in the
          event of its assignment and (3) may be terminated by HSD on 60
          days' prior written notice to HLIC, but such termination will not
          be effective until HLIC shall have an agreement with one or more
          persons to act as successor principal underwriter of the
          Contracts.  HSD hereby agrees that it will continue to act as
          successor 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)                        HARTFORD LIFE INSURANCE COMPANY




                              BY:   /s/ Thomas M. Marra  
                                   -------------------------
                                   Thomas M. Marra
                                   Senior Vice President



Attest:                       HARTFORD SECURITIES DISTRIBUTION   
                              COMPANY, INC.




/s/ Lynda Godkin                        BY:  /s/ George Jay 
- ----------------                            ----------------             
Lynda Godkin                                George Jay
Secretary                                   Controller
                                           


<PAGE>

                             BROKER-DEALER SALES AND
                              SUPERVISION AGREEMENT

This Broker-Dealer Sales and Supervision Agreement ("Agreement")
dated ____________________ is made by and between Hartford Life Insurance
Company and ITT Hartford Life and Annuity Insurance Company (referred to
collectively as "Companies"), Hartford Securities Distribution Company, Inc.
("Distributor"), a broker-dealer registered with the Securities and Exchange
Commission ("SEC") under the Securities and Exchange Act of 1934 ("1934 Act")
and a member of the National Association of Securities Dealers, Inc. ("NASD")
and __________________________________, who is also a broker-dealer registered
with the SEC under the 1934 Act and a member of the NASD ("Broker-Dealer"), and
any and all undersigned insurance agency affiliates ("Affiliates") of Broker-
Dealer.

WHEREAS, Companies offer certain variable life insurance policies and variable
and modified guaranteed annuity contracts which are deemed to be securities
under the Securities Act of 1933 (the "Registered Products"); and

WHEREAS, Companies wish to appoint the Broker-Dealer and Affiliates as agents of
the Companies for the solicitation and procurement of applications for
Registered Products; and

WHEREAS, Distributor is the principal underwriter of the Registered Products;
and

WHEREAS, Distributor anticipates having registered representatives who are
associated with Broker-Dealer ("Registered Representatives"), who are NASD
registered and are duly licensed under applicable state insurance law and
appointed as life insurance agents of Companies solicit and sell the Registered
Products; and

WHEREAS, Distributor acknowledges that the Broker-Dealer will provide certain
supervisory and administrative services to Registered Representatives who are
associated with the Broker-Dealer in connection with the solicitation, service
and sale of the Registered Products; and

WHEREAS, Broker-Dealer agrees to provide the aforementioned supervisory services
to its Registered Representatives who have been appointed by the Companies to
sell the Registered Products.

NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement, the parties agree to the following:


  I. APPOINTMENT OF THE BROKER-DEALER

     The Companies hereby appoint Broker-Dealer as an agent of the Companies for
     the solicitation and procurement of applications for the Registered
     Products offered by the Companies, as outlined in Exhibit A attached
     herein, in all states in which the Companies are authorized to do business
     and in which Broker-Dealer or any Affiliates are properly licensed.
     Distributor hereby authorizes Broker-Dealer under the securities laws to
     supervise Registered Representatives in connection with the solicitation,
     service and sale of the Registered Products.

 II. AUTHORITY OF THE BROKER-DEALER

<PAGE>

     Broker-Dealer has the authority to represent Distributor and Companies only
     to the extent expressly granted in this Agreement.  Broker-Dealer and any
     Registered Representatives shall not hold themselves out to be employees of
     Companies or Distributor in any dealings with the public.  Broker-Dealer
     and any Registered Representatives shall be independent contractors as to
     Distributor or Companies.  Nothing contained herein is intended to create a
     relationship of employer and employee between Broker-Dealer and Distributor
     or Companies or between Registered Representatives and Distributor or
     Companies.

III. BROKER-DEALER REPRESENTATION

     Broker-Dealer represents that it is a registered broker-dealer under the
     1934 Act, a member in good standing of the NASD, and is registered as a
     broker-dealer under state law to the extent necessary to perform the duties
     described in this Agreement.  Broker-Dealer represents that its Registered
     Representatives, who will be soliciting applications for the Registered
     Products, will be duly registered representatives associated with Broker-
     Dealer and that they will be representatives in good standing with
     accreditation as required by the NASD to sell the Registered Products.
     Broker-Dealer agrees to abide by all rules and regulations of the NASD,
     including its Rules of Fair Practice, and to comply with all applicable
     state and federal laws and the rules and regulations of authorized
     regulatory agencies affecting the sale of the Registered Products.

 IV. BROKER-DEALER OBLIGATIONS

   (a)     TRAINING AND SUPERVISION
           Broker-Dealer has full responsibility for the training and
           supervision of all Registered Representatives associated with
           Broker-Dealer and any other persons who are engaged directly or
           indirectly in the offer or sale of the Registered Products.  Broker-
           Dealer shall, during the term of this Agreement, establish and
           implement reasonable procedures for periodic inspection and
           supervision of sales practices of its Registered Representatives.

           If a Registered Representative ceases to be a Registered
           Representative of Broker-Dealer, is disqualified for continued
           registration or has their registration suspended by the NASD or
           otherwise fails to meet the rules and standards imposed by Broker-
           Dealer, Broker-Dealer shall immediately notify such Registered
           Representative that he or she is no longer authorized to solicit
           applications, on behalf of the Companies, for the sale of Registered
           Products.  Broker-Dealer shall immediately notify Distributor of
           such termination or suspension.

   (b)     SOLICITATION
           Broker-Dealer agrees to supervise its Registered Representatives so
           that they will only solicit applications in states where the
           Registered Products are approved for sale in accordance with
           applicable state and federal laws.  Broker-Dealer shall be notified
           by Companies or Distributor of the availability of the Registered
           Products in each state.

   (c)     NO CHURNING
           Broker-Dealer and any Registered Representatives shall not make any
           misrepresentation or incomplete comparison of products for the
           purpose of inducing a policyholder to lapse, forfeit or surrender
           its insurance in favor of purchasing a Registered Product.

   (d)     PROSPECTUS DELIVERY AND SUITABILITY REQUIREMENTS
           Broker-Dealer shall ensure that its Registered Representatives
           comply with the prospectus delivery requirements under the
           Securities Act of 1933.  In addition, Broker-Dealer shall ensure
           that its Registered Representatives shall not make recommendations
           to an applicant to purchase a Registered Product in the absence of
           reasonable grounds to believe that the


                                        2
<PAGE>


           purchase is suitable for such applicant, as outlined in the
           suitability requirements of the 1934 Act and the NASD Rules of Fair
           Practice.  Broker-Dealer shall  ensure that each application
           obtained by its Registered Representatives shall bear evidence of
           approval by one of its principals indicating that the application
           has been reviewed for suitability.


   (e)     PROMOTIONAL MATERIAL
           Broker-Dealer and its Registered Representatives are not authorized
           to provide any information or make any representation in connection
           with this Agreement or the solicitation of the Registered Products
           other than those contained in the prospectus or other promotional
           material produced or authorized by Companies or Distributor.

           Broker-Dealer agrees that if it develops any promotional material
           for sales, training, explanatory or other purposes in connection
           with the solicitation of applications for Registered Products,
           including generic advertising and/or training materials which may be
           used in connection with the sale of Registered Products, it will
           obtain the prior written consent of Distributor, and where
           appropriate, approval of Companies, such approval not to be
           unreasonably withheld.

   (f)     RECORD KEEPING
           Broker-Dealer is responsible for maintaining the records of its
           Registered Representatives.  Broker-Dealer shall maintain such other
           records as are required of it by applicable laws and regulations.
           The books, accounts and records maintained by Broker-Dealer that
           relate to the sale of the Registered Products, or dealings with the
           Companies, Distributor and/or Broker-Dealer shall be maintained so
           as to clearly and accurately disclose the nature and details of each
           transaction.

           Broker-Dealer acknowledges that all the records maintained by
           Broker-Dealer relating to the solicitation, service or sale of the
           Registered Products subject to this Agreement, including but not
           limited to applications, authorization cards, complaint files and
           suitability reviews, shall be available to Companies and Distributor
           upon request during normal business hours.  Companies and
           Distributor may retain copies of any such records which Companies
           and Distributor, in their discretion, deems necessary or desirable
           to keep.

   (g)     REFUND OF COMPENSATION
           Broker-Dealer agrees to repay Companies the total amount of any
           compensation which may have been paid to it within thirty (30)
           business days of notice of the request for such refund should
           Companies for any reason return any premium on a Registered Product
           which was solicited by a Registered Representative of Broker-Dealer.


   (h)     PREMIUM COLLECTION
           Broker-Dealer only has the authority to collect initial premiums
           unless specifically set forth in the applicable commission schedule.
           Unless previously authorized by Distributor, neither Broker-Dealer
           nor any of its Registered Representatives shall have any right to
           withhold or deduct any part of any premium it shall receive for
           purposes of payment of commission or otherwise.



V. COMPANIES AND/OR DISTRIBUTOR OBLIGATIONS

   (a)     PROSPECTUS/PROMOTIONAL MATERIAL
           Companies and/or Distributor will provide Broker-Dealer with
           reasonable quantities of the currently effective prospectus for the
           Registered Products and appropriate sales promotional


                                        3
<PAGE>


           material which has been filed with the NASD, and applicable state
           insurance departments.

   (b)     COMPENSATION
           Distributor will pay Broker-Dealer as full compensation for all
           services rendered by Broker-Dealer under this Agreement, commissions
           and/or service fees in the amounts, in the manner and for the period
           of time as set forth in the Commission Schedules attached to this
           Agreement or subsequently made a part hereof, and which are in
           effect at the time such Registered Products are sold.  The manner of
           commission payments (I.E. fronted or trail) is not subject to change
           after the effective date of a contract for which the compensation is
           payable.

           Distributor or Companies may change the Commission Schedules
           attached to this Agreement at any time.  Such change shall become
           effective only when Distributor or Companies provide the Broker-
           Dealer with written notice of the change.  No such change shall
           affect any contracts issued upon applications received by Companies
           at Companies' Home Office prior to the effective date of such
           change.

           Distributor agrees to identify to Broker-Dealer for each such
           payment, the name of the Registered Representative of Broker-Dealer
           who solicited each contract covered by the payment.  Distributor
           will not compensate Broker-Dealer for any Registered Product which
           is tendered for redemption after acceptance of the application.  Any
           chargebacks will be assessed against the Broker-Dealer of record at
           the time of the redemption.

           Distributor will only compensate Broker-Dealer or Affiliates, as
           outlined below, for those applications accepted by Companies, and
           only after receipt by Companies at Companies' Home Office or at such
           other location as Companies may designate from time to time for its
           various lines of business, of the required premium and compliance by
           Broker-Dealer with any outstanding contract and prospectus delivery
           requirements.

           In the event that this Agreement terminates for fraudulent
           activities or due to a material breach by the Broker-Dealer,
           Distributor will only pay to Broker-Dealer or Affiliate commissions
           or other compensation earned prior to discovery of events requiring
           termination. No further commissions or other compensation shall
           thereafter be payable.

   (c)     COMPENSATION PAYABLE TO AFFILIATES
           If Broker-Dealer is unable to comply with state licensing
           requirements because of a legal impediment which prohibits a non-
           domiciliary corporation from becoming a licensed insurance agency or
           prohibits non-resident ownership of a licensed insurance agency,
           Distributor agrees to pay compensation to Broker-Dealer's
           contractually affiliated insurance agency, a wholly-owned life
           agency affiliate of Broker-Dealer, or a Registered Representative or
           principal of Broker-Dealer who is properly state licensed.  As
           appropriate, any reference in this Agreement to Broker-Dealer shall
           apply equally to such Affiliate. Distributor agrees to pay
           compensation to an Affiliate subject to Affiliates agreement to
           comply with the requirements of Exhibit B, attached hereto.


 VI.   TERMINATION

   (a)     This Agreement may be terminated by any party by giving thirty (30)
           days' notice in writing to the other party.

   (b)     Such notice of termination shall be mailed to the last known address
           of Broker-Dealer appearing on Companies' records, or in the event of
           termination by Broker-Dealer, to the Home Office of Companies at
           P.O. Box 2999, Hartford, Connecticut 06104-2999.


                                        4
<PAGE>


   (c)     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.

   (d)     This Agreement shall automatically terminate without notice upon the
           occurrence of any of the events set forth below:

       (1) Upon the bankruptcy or dissolution of Broker-Dealer.

       (2) When and if Broker-Dealer commits fraud or gross negligence in the
           performance of any duties imposed upon Broker-Dealer by this
           Agreement or wrongfully withholds or misappropriates, for Broker-
           Dealer's own use, funds of Companies, its policyholders or
           applicants.

       (3) When and if Broker-Dealer materially breaches this Agreement or
           materially violates state insurance or Federal securities laws and
           administrative regulations of a state in which Broker-Dealer
           transacts business.

       (4) When and if Broker-Dealer fails to obtain renewal of a necessary
           license in any jurisdiction, but only as to that jurisdiction.

   (e)     The parties agree that on termination of this Agreement, any
           outstanding indebtedness to Companies shall become immediately due
           and payable.

VII.   GENERAL PROVISIONS

   (a)     COMPLAINTS AND INVESTIGATIONS
           Broker-Dealer shall cooperate with Distributor and Companies in the
           investigation and settlement of all complaints or claims against
           Broker-Dealer and/or Distributor or Companies relating to the
           solicitation or sale of the Registered Products under this
           Agreement.  Broker-Dealer, Distributor and Companies each shall
           promptly forward to the other any complaint, notice of claim or
           other relevant information which may come into either one's
           possession.  Broker-Dealer, Distributor and Companies agree to
           cooperate fully in any investigation or proceeding in order to
           ascertain whether Broker-Dealer's, Distributor's or Companies'
           procedures with respect to solicitation or servicing is consistent
           with any applicable law or regulation.

           In the event any legal process or notice is served on Broker-Dealer
           in a suit or proceeding against Distributor or Companies, Broker-
           Dealer shall forward forthwith such process or notice to Companies
           at its Home Office in Hartford, Connecticut, by certified mail.


   (b)     WAIVER
           The failure of Distributor or Companies to enforce any provisions of
           this Agreement shall not constitute a waiver of any such provision.
           The past waiver of a provision by Distributor or Companies shall not
           constitute a course of conduct or a waiver in the future of that
           same provision.

   (c)     INDEMNIFICATION
           Broker-Dealer shall indemnify and hold Distributor and Companies
           harmless from any liability, loss or expense sustained by Companies
           or the Distributor (including reasonable attorney fees) on account
           of any acts or omissions by Broker-Dealer or persons employed or
           appointed by Broker-Dealer, except to the extent Companies' or
           Distributor's acts or omissions caused such


                                        5
<PAGE>


           liability Indemnification by Broker-Dealer is subject to the
           conditions that Distributor or Companies promptly notify Broker-
           Dealer of any claim or suit made against Distributor or Companies,
           and that Distributor or Companies allow Broker-Dealer to make such
           investigation, settlement, or defense thereof as Broker-Dealer deems
           prudent. Broker-Dealer expressly authorizes Companies to charge
           against all compensation due or to become due to Broker-Dealer under
           this Agreement any monies paid or liabilities incurred by Companies
           under this Indemnification provision.

           Distributor and Companies shall indemnify and hold Broker-Dealer
           harmless from any liability, loss or expense sustained by the
           Broker-Dealer (including reasonable attorney fees) on account of any
           acts or omissions by Distributor or Companies, except to the extent
           Broker-Dealer's acts or omissions caused such liability.

           Indemnification by Distributor or Companies is subject to the
           condition that Broker-Dealer promptly notify Distributor or
           Companies of any claim or suit made against Broker-Dealer, and that
           Broker-Dealer allow Distributor or Companies to make such
           investigation, settlement, or defense thereof as Distributor or
           Companies deems prudent.

   (d)     ASSIGNMENT
           No assignment of this Agreement, or commissions payable hereunder,
           shall be valid unless authorized in writing by Distributor.  Every
           assignment shall be subject to any indebtedness and obligation of
           Broker-Dealer that may be due or become due to Companies and any
           applicable state insurance regulations pertaining to such
           assignments.

   (e)     OFFSET
           Companies may at any time deduct, from any monies due under this
           Agreement, every indebtedness or obligation of Broker-Dealer to
           Companies or to any of its affiliates.

   (f)     CONFIDENTIALITY
           Companies, Distributor and Broker-Dealer agree that all facts or
           information received by any party related to a contract owner shall
           remain confidential, unless such facts or information is required to
           be disclosed by any regulatory authority or court of competent
           jurisdiction.

   (g)     PRIOR AGREEMENTS
           This Agreement terminates all previous agreements, if any, between
           Companies, Distributor and Broker-Dealer.  However, the execution of
           this Agreement shall not affect any obligations which have already
           accrued under any prior agreement.

   (h)     CHOICE OF LAW
           This Agreement shall be governed by and construed in accordance with
           the laws of the State of Connecticut.

By executing this Broker-Dealer Sales and Supervision Agreement Specifications
Page, Broker-Dealer acknowledges that it has read this Agreement in its entirety
and is in agreement with the terms and conditions outlining the rights of
Distributor, Companies and Broker-Dealer and Affiliates under this Agreement.

IN WITNESS WHEREOF, the undersigned parties have executed this Agreement to be
effective as set forth above, upon the later of the execution date below or
approval of Distributor's registration by all appropriate state securities
commissions.


                                        6
<PAGE>


BROKER-DEALER                 HARTFORD SECURITIES DISTRIBUTION
                              COMPANY INC.

By:                           By:


Title:                        Title:


Date:                         Date:


AFFILIATE (IF APPLICABLE)     HARTFORD LIFE INSURANCE COMPANY

By:                           By:


Title:                        Title:


Date:                         Date:


                              ITT HARTFORD LIFE AND ANNUITY
                              INSURANCE COMPANY

                              By:


                              Title:


                              Date:


                                        7
<PAGE>


                                    EXHIBIT B

In accordance with Section V.(c) of the Broker-Dealer-Dealer Sales and
Supervision Agreement, no compensation is payable unless Broker-Dealer and
Registered Representative have first complied with all applicable state
insurance laws, rules and regulations.  Distributor must ensure that any Broker-
Dealer with whom Distributor intends to enter into an Agreement and any
Registered Representatives meet the licensing and registration requirements of
the state(s) Broker-Dealer operates in and the NASD.

Companies are required by the Insurance Department in all 50 states to pay
compensation only to individuals and entities that are properly insurance
licensed and appointed.  For registered products, Distributor must also comply
with NASD regulations that require Distributor to pay compensation to an NASD
registered Broker-Dealer.  Distributor must comply with both state and NASD
requirements.

Distributor requires confirmation that Broker-Dealer holds current state
insurance licenses or markets insurance products through a contractual affiliate
or wholly owned life agency, which is properly insurance licensed.  If Broker-
Dealer is properly state licensed then compensation may be paid to Broker-Dealer
in compliance with both state and NASD requirements.

If Broker-Dealer is not state insurance licensed and relies on the licensing of
a contractual affiliate or wholly owned life agency, the SEC has issued a number
of letters indicating that, under specific limited circumstances, it will take
"no action" against insurers (Distributor) paying compensation on registered
products to Broker-Dealer's contractual affiliate or wholly owned life agency.
At the request of Broker-Dealer, Distributor will provide copies of several of
these letters as well as a summary of their requirements.

If Broker-Dealer intends to rely on one of these "no-action" letters, legal
counsel for Broker-Dealer must confirm to Distributor in writing that all of the
circumstances of any one of the SEC no-action letters are applicable.  Broker-
Dealer's counsel must summarize each point upon which the no-action relief was
granted and represent that Broker-Dealer's method of operation is identical or
meets the same criteria.  Broker-Dealer's counsel must also confirm that, to the
best of counsel's knowledge, the SEC has not rescinded or modified its no-action
position since the letter was released.

The Broker-Dealer Sales and Supervision Agreement will not be finalized and no
new applications for registered products will be accepted or no new compensation
will be payable unless the appropriate proof of state licensing or no-action
relief is confirmed.  In addition to a letter from Broker-Dealer's counsel,
copies of the following documentation is required:

     --   life insurance licenses for all states in which Broker-Dealer holds
          these licenses and intends to operate and/or;

     --   life insurance licenses for any contractual affiliate or wholly owned
          life agency; and

     --   the SEC No-Action Letter that will be relied upon.


If you have any questions regarding these matters, please contact your Life
Licensing and Contracting representative.


                                        8



<PAGE>

                                       78

                                                            Exhibit 6(a)


CERTIFICATE PENDING OR RESTATING CERTIFICATE OF INCORPORATION BY ACTION OF  

         / / INCORPORATORS  
             (Stock Corporation)

         / / BOARD OF     /X/ BOARD OF DIRECTORS   / / BOARD OF DIRECTORS
             DIRECTORS        AND SHAREHOLDERS         AND MEMBERS
             (Nonstock Corporation)                                      

                                             For office use only 
                                             _________________________
                  STATE OF CONNECTICUT       ACCOUNT NO.
                 SECRETARY OF THE STATE
                 _________________________
                                             INITIALS
                                             _________________________

- --------------------------------------------------------------------------------
1. NAME OF CORPORATION                                        DATE

   Hartford Life Insurance Company                         February 10, 1982
- --------------------------------------------------------------------------------
2. The Certificate of incorporation is / / B. AMENDED
                                       / / A. AMENDED ONLY 
                                       /X/ AND RESTATED 
                                       / / C. RESTATED ONLY by the 
                                              following resolution

   See attached Restated Certificate of Incorporation.
- --------------------------------------------------------------------------------
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)

       1. Section 1 is amended to read as Restated.
       2. Section 4 is deleted.
       3. Section 5 is deleted.

   (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.

- --------------------------------------------------------------------------------
BY ACTION OF INCORPORATORS
 / / 4. The above resolution was adopted by vote of at least two-thirds of the
        incorporators before the organization meeting of the corporation, and 
        approved in writing by all subscribers (if any) for shares of the 
        corporation, (or if nonstock corporation, by all applicants for 
        membership entitled to vote, if any.)

  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

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

<PAGE>

                                        79

                                    (Continued)

- --------------------------------------------------------------------------------
     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    400 

TOTAL VOTING POWER                   400

VOTE REQUIRED FOR ADOPTION           267

VOTE FAVORING ADOPTION               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)  

                             Robert B. Goode, Jr., 
                             Executive Vice Pres. & Chief 
                             Oper. Officer

           NAME OF SECRETARY OR ASSISTANT SECRETARY  (Print or Type)

                             William A. McMahon, 
                             Gen.Counsel & Secretary

- --------------------------------------------------------------------------------
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:

  (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
      designation 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-                   $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
    ------        --------  


<PAGE>

                             80

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>
   
                                                               Exhibit (6)(b)
    

                                     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 19, 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 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>
                                      - 2 -


          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>

                                      - 5 -


                                   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 chattle 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>

                                     - 6 -

          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>

                                      - 7 -

                                  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.
 

<PAGE>



                                                                     [Exhibit 9]
                                           
March 15, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

RE:  PUTNAM CAPITAL MANAGER TRUST SEPARATE ACCOUNT ("SEPARATE ACCOUNT")
     HARTFORD LIFE INSURANCE COMPANY ("COMPANY")
     FILE NO. 33-17207

Dear Sir/Madam:

In my capacity as Associate General Counsel of the Company, I have supervised
the establishment of the Separate Account by the Board of Directors of the
Company as a separate account for assets applicable to Contracts offered by the
Company pursuant to Connecticut law.  I have participated in the preparation of
the registration statement for the Separate Account on Form N-4 under the
Securities Act of 1933 and the Investment Company Act of 1940 with respect to
the Contracts.

I am of the following opinion:

1.   The Separate Account is a separate account of the Company validly existing
     pursuant to Connecticut law and the regulations issued thereunder.

2.   The assets held in the Separate Account are not chargeable with liabilities
     arising out of any other business the Company may conduct.

3.   The Contracts are legally issued and represent binding obligations of the
     Company.

In arriving at the foregoing opinion, I have made such examination of the law
and examined such records and other documents as in my opinion as are necessary
or appropriate.

I hereby consent to the filing of this opinion as an exhibit to the registration
statement under the Securities Act of 1933.

Sincerely,

/s/ Lynda Godkin

Lynda Godkin
Associate General Counsel & Secretary


<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 for Hartford Life Insurance
Company Putnam Capital Manager Trust on Form N-4.



                                                         /s/ Arthur Andersen LLP

Hartford, Connecticut
April 30, 1996
                         



<PAGE>

EXHIBIT 26
PERSONS CONTROLLED BY OR UNDER COMMON
CONTROL WITH THE DEPOSITOR OR REGISTRANT   





                              ITT Hartford Group, Inc..
                                      (Delaware)
                                          |
                           Hartford Fire Insurance Company
                                    (Connecticut)
                                          |
                       Hartford Accident and Indemnity Company
                                    (Connecticut)
                                          |
                     Hartford Life and Accident Insurance Company
                                    (Connecticut)
                                          |
                                          |
                                          |
                                          |
                                          |

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------
<S>                          <C>                           <C>                           <C>
Alpine Life                  Hartford Financial            Hartford Life                 American Maturity
Insurance Company            Services Life                 Insurance Company             Life Insurance
(New Jersey)                 Insurance Co.                 (Connecticut)                 Company
                             (Connecticut)                       |                       (Connecticut)
                                                                 |
                                                                 |
                                                                 |
                                                                 |
- --------------------------------------------------------------------------------------------------------------
<CAPTION>
<S>                     <C>                      <C>                 <C>                 <C>
ITT Hartford            ITT Hartford             The Hartford        Hartford            Hartford Securities
Life and Annuity        International Life       Investment          Equity Sales        Distribution 
Insurance Company       Reassurance Corp         Management Co.      Company, Inc.       Company, Inc.
(Connecticut)           (Connecticut)            (Connecticut)       (Connecticut)       (Connecticut)
</TABLE>

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<PAGE>
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