HARTFORD LIFE INS CO PUTNAM CAPITAL MGR TR SEPARATE ACCT TWO
485BPOS, 1996-05-01
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<PAGE>

                                                               File No. 33-73566

                       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.  3                        [X]
                                 -----
    
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
   
     Amendment No.  3                                       [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.
    
<PAGE>
   
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.
    
<PAGE>

                              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
     of Additional Information               Additional Information

15.  Cover Page                              Part B; Statement of Additional
                                             Information

<PAGE>

16.  Table of Contents                       Table of Contents

17.  General Information and History         Introduction

18.  Services                                None

19.  Purchase of Securities                  Distribution of Contracts
     being Offered

20.  Underwriters                            Distribution of Contracts

21.  Calculation of Performance Data         Calculation of Yield and Return

22.  Annuity Payments                        Annuity Benefits

23.  Financial Statements                    Financial Statements

24.  Financial Statements and                Financial Statements and
     Exhibits                                Exhibits

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

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

27.  Number of Contract Owners               Number of Contract Owners

28.  Indemnification                         Indemnification

29.  Principal Underwriters                  Principal Underwriters

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

31.  Management Services                     Management Services

32.  Undertakings                            Undertakings

<PAGE>
 
   
     HARTFORD
     LIFE INSURANCE COMPANY
     PUTNAM CAPITAL MANAGER TRUST
     SEPARATE ACCOUNT
 
    [LOGO]
 
   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  eleven Sub-Accounts available  under the Contract.  The
 underlying investment portfolios ("Funds") of Putnam Capital Manager Trust for
 the  Sub-Accounts are  PCM Asia  Pacific Growth  Fund, 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  33 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.
    
   
 Statement of Additional Information Dated: May 1, 1996.
    
<PAGE>
                               TABLE OF CONTENTS
 
   
<TABLE>
<CAPTION>
                                                                           PAGE
                                                                           ----
 <S>                                                                       <C>
 GLOSSARY OF SPECIAL TERMS...............................................    3
 FEE TABLE...............................................................    5
 SUMMARY.................................................................    7
 ACCUMULATION UNIT VALUES................................................    9
 PERFORMANCE RELATED INFORMATION.........................................   10
 INTRODUCTION............................................................   10
 THE CONTRACT............................................................   10
   Right to Cancel Period................................................   11
 THE SEPARATE ACCOUNT....................................................   11
 THE FIXED ACCOUNT.......................................................   12
 THE COMPANY.............................................................   13
 THE FUNDS...............................................................   13
 OPERATION OF THE CONTRACT/ACCUMULATION PERIOD...........................   15
   Premium Payments......................................................   15
   Value of Accumulation Units...........................................   15
   Value of the Fixed Account............................................   16
   Value of the Contract.................................................   16
   Transfers Among Sub-Accounts..........................................   16
   Transfers Between the Fixed Account and the Sub-Accounts..............   16
   Redemption/Surrender of a Contract....................................   17
 DEATH BENEFIT...........................................................   18
 CHARGES UNDER THE CONTRACT..............................................   19
   Contingent Deferred Sales Charges.....................................   19
   During the First Seven Contract Years.................................   19
   After the Seventh Contract Year.......................................   19
   Mortality and Expense Risk Charge.....................................   20
   Administration and Maintenance Fees...................................   20
   Premium Taxes.........................................................   21
 ANNUITY BENEFITS........................................................   21
   Annuity Options.......................................................   21
   The Annuity Unit and Valuation........................................   22
   Determination of Payment Amount.......................................   22
 FEDERAL TAX CONSIDERATIONS..............................................   23
   A. General............................................................   23
   B. Taxation of Hartford Life and the Separate Account.................   23
   C. Taxation of Annuities -- General Provisions Affecting Purchasers
    Other Than Qualified Retirement Plans................................   23
   D. Federal Income Tax Withholding.....................................   27
   E. General Provisions Affecting Qualified Retirement Plans............   27
   F. Annuity Purchases by Nonresident Aliens and Foreign Corporations...   27
 GENERAL MATTERS.........................................................   27
   Assignment............................................................   27
   Modification..........................................................   27
   Delay of Payments.....................................................   28
   Voting Rights.........................................................   28
   Distribution of the Contracts.........................................   28
   Other Contracts Offered...............................................   29
   Custodian of Separate Account Assets..................................   29
   Legal Proceedings.....................................................   29
   Legal Counsel.........................................................   29
   Experts...............................................................   29
   Additional Information................................................   29
 APPENDIX I..............................................................   30
 TABLE OF CONTENTS TO STATEMENT OF ADDITIONAL INFORMATION................   33
</TABLE>
    
 
                                       2
<PAGE>
                           GLOSSARY OF SPECIAL TERMS
 
ACCUMULATION UNIT: An accounting unit of measure used to calculate values before
Annuity payments begin.
 
ANNUAL WITHDRAWAL AMOUNT: The amount which can be withdrawn in any Contract year
prior to incurring surrender charges.
 
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.
Under a group unallocated Contract, 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.
 
DEATH BENEFIT: The amount payable upon the death of a Contract Owner, Annuitant,
or  Participant, in  the case of  group Contracts, before  annuity payments have
started.
 
   
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.
 
FUNDS:  Currently, the portfolios  of Putnam Capital  Manager Trust described on
page 13 of this Prospectus.
 
   
GENERAL ACCOUNT: The  General Account  of Hartford  Life which  consists of  all
assets  of 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 Services.
    
 
MAXIMUM  ANNIVERSARY VALUE: A value used in determining the 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 18.
 
   
NON-QUALIFIED  CONTRACT: A Contract  which is not  classified as a tax-qualified
retirement plan using pre-tax dollars under the 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.
 
                                       3
<PAGE>
   
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 Section401(k) or an Individual Retirement Annuity (IRA).
    
 
   
SEPARATE  ACCOUNT: The  Hartford Life  separate account  entitled "Hartford Life
Insurance Company - Putnam Capital Manager Trust Separate Account".
    
 
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.
 
                                       4
<PAGE>
                                    SUMMARY
                       Contract Owner Transaction Expense
                               (All Sub Accounts)
 
   
<TABLE>
 <S>                                                                 <C>
 Sales Load Imposed on Purchases (as a percentage of premium
   payments).......................................................    None
 Exchange Fee......................................................  $    0
 Deferred Sales Charge (as a percentage of amounts withdrawn)......
     First Year (1)................................................       6%
     Second Year...................................................       6%
     Third Year....................................................       5%
     Fourth Year...................................................       5%
     Fifth Year....................................................       4%
     Sixth Year....................................................       3%
     Seventh Year..................................................       2%
     Eighth Year...................................................       0%
 Annual Maintenance Fee (2)........................................  $   30
 Annual Expenses--Separate Account (as a percentage of average
   account value)
     Mortality and Expense Risk....................................   1.250%
     Administration Fees...........................................   0.150%
                                                                     ---------
     Total.........................................................   1.400%
</TABLE>
    
 
   
                         Annual Fund Operating Expense
                        (as a percentage of net assets)
    
 
   
<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%
 PCM Asia Pacific Growth Fund (4)................    0.33%      0.89%      1.22%
</TABLE>
    
 
(1) Length of time from premium payment.
 
   
(2) The Annual  Maintenance Fee  is a  single $30 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 Maintenance
    Fee has been  reflected in the  Examples by  a method intended  to show  the
    "average"  impact  of the  Annual Maintenance  Fee on  an investment  in the
    Separate Account.  The Annual  Maintenance  Fee is  deducted only  when  the
    accumulated  value  is  less  than  $50,000.  In  the  Example,  the  Annual
    Maintenance Fee is approximated as a 0.08% 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.
    
 
   
(4) The total  expenses and  management fees shown  above for  PCM Asia  Pacific
    Growth  Fund reflect an expense limitation in  effect for the period and are
    not annualized. In the absence of  the expense limitation in effect for  the
    period,  annualized management fees and total expenses would have been 0.80%
    and 1.70%, respectively.
    
 
                                       5
<PAGE>
   
EXAMPLE
    
 
   
<TABLE>
<CAPTION>
                           If you surrender your  contract If  you annuitize at the end of If you  do not  surrender  your
                           at  the  end of  the applicable the applicable time period: You contract:  You  would  pay  the
                           time  period: You would pay the would   pay    the    following following  expenses on a $1,000
                           following expenses on a  $1,000 expenses on a $1,000            investment,   assuming   a   5%
                           investment,   assuming   a   5% investment,   assuming   a   5% annual return on assets:
                           annual return on assets:        annual return on assets:
 
 SUB-ACCOUNT               1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS 1 YEAR 3 YEARS 5 YEARS 10 YEARS
                           ------ ------- ------- -------- ------ ------- ------- -------- ------ ------- ------- --------
 <S>                       <C>    <C>     <C>     <C>      <C>    <C>     <C>     <C>      <C>    <C>     <C>     <C>
 
 PCM Growth and Income
   Fund...................  $ 81   $ 115   $ 151    $ 240   $ 20   $  64   $ 110    $ 239   $ 21   $  65   $ 111    $ 240
 PCM High Yield Fund......    83     122     163      263     22      71     122      262     23      72     123      263
 PCM Global Growth Fund...    83     120     161      259     22      70     120      258     23      70     121      259
 PCM Money Market Fund....    81     115     151      240     20      64     110      239     21      65     111      240
 PCM Global Asset
   Allocation Fund........    84     123     165      268     23      72     124      267     24      73     125      268
 PCM U.S. Government and
   High Quality Bond
   Fund...................    82     119     158      253     22      68     117      252     22      69     118      253
 PCM Utilities Growth and
   Income Fund............    83     121     162      262     22      71     121      261     23      71     122      262
 PCM Voyager Fund.........    82     118     157      251     21      67     116      250     22      68     117      251
 PCM Diversified Income
   Fund...................    84     124     166      269     23      73     125      268     24      74     126      269
 PCM New Opportunities
   Fund...................    84     123     175      268     23      72     124      267     24      73     125      268
 PCM Asia Pacific Growth
   Fund...................    84     125     168      273     23      74     127      272     24      75     128      273
</TABLE>
    
 
   
    The purpose of this table is  to assist the Contract Owner in  understanding
various  costs  and  expenses  that  a  Contract  Owner  will  bear  directly or
indirectly. The table reflects expenses  of the Separate Account and  underlying
Funds. Premium taxes may also be applicable.
    
 
   
    This  EXAMPLE should  not be considered  a representation of  past or future
expenses and actual expenses may be greater or less than those shown.
    
 
                                       6
<PAGE>
                                    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 23).  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 or 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
or  the original Premium will depend on state law. (see "Right to Cancel Period"
page 11.)
    
 
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.  (See "Federal Tax Considerations" commencing on page 23 and Appendix
I commencing on page 30.)
 
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  series investment company  with multiple portfolios
("the Funds") as follows: PCM Asia  Pacific Growth Fund, 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, 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  13  and  "The  Fixed Account"
commencing on page 12.)
    
 
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 19.)
 
    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:
 
<TABLE>
<CAPTION>
                              LENGTH OF TIME
          CHARGE           FROM PREMIUM PAYMENT
          ------           --------------------
                            (NUMBER OF YEARS)
          <C>              <S>
            6%                 1
            6%                 2
            5%                 3
            5%                 4
            4%                 5
            3%                 6
            2%                 7
            0%                 8 or more
</TABLE>
 
    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
 
                                       7
<PAGE>
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 19.)
 
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 during  the first seven  Contract years.  (See
"Contingent  Deferred Sales  Charges" commencing on  page 19.)  Certain plans or
programs may have different withdrawal privileges.
 
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 20.)
    
 
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 20.) Contracts with a
Contract  Value of $50,000 or  more at time of  Contract Anniversary will not be
assessed this charge.
    
 
PREMIUM TAXES
 
    A deduction will  be made for  Premium Taxes for  Contracts sold in  certain
states. (See "Premium Taxes," page 21.)
 
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 17.)
    
 
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  before Annuity payments have commenced.
(See "Death Benefit," page 18.)
 
WHAT ARE THE AVAILABLE ANNUITY OPTIONS UNDER THE CONTRACT?
 
    There are  five  available Annuity  options  under the  Contract  which  are
described  on pages 21 and 22. 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 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 28.)
    
 
                                       8
<PAGE>
   
                            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
                                                   ----------   ----------   ----------   ----------   ----------   ----------
<S>                                                <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
Accumulation unit value at end of period           $32.520      $23.445      $23.530      $20.102      $18.472      $12.822
Number accumulation units outstanding at end of
 period (in thousands)                             36,379       29,315       21,915       14,667       8,419        3,714
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
Accumulation unit value at end of period           $27.201      $20.178      $20.390      $18.096      $16.720      $14.243
Number accumulation units outstanding at end of
 period (in thousands)                             76,865       67,016       53,464       32,856       19,420       10,888
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
Accumulation unit value at end of period           $20.087      $16.355      $16.988      $14.665      $13.992      $11.922
Number accumulation units outstanding at end of
 period (in thousands)                             16,019       16,507       12,914       8,580        5,829        4,300
HIGH YIELD FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $17.476      $17.890      $15.173      $12.932      $ 9.055      $10.200
Accumulation unit value at end of period           $20.390      $17.476      $17.890      $15.173      $12.932      $ 9.055
Number accumulation units outstanding at end of
 period (in thousands)                             13,646       11,462       11,174       7,076        3,296        2,072
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
Accumulation unit value at end of period           $18.448      $15.533      $16.277      $14.833      $13.994      $12.100
Number accumulation units outstanding at end of
 period (in thousands)                             30,489       33,516       37,806       27,611       16,368       8,107
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $ 1.325      $ 1.294      $ 1.277      $ 1.250      $ 1.197      $ 1.124
Accumulation unit value at end of period           $ 1.379      $ 1.325      $ 1.294      $ 1.277      $ 1.250      $ 1.197
Number accumulation units outstanding at end of
 period (in thousands)                             107,934      144,950      86,677       80,182       62,638       64,849
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
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
 period (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         --           --           --           --
ASIA PACIFIC GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $10.000(f)
Accumulation unit value at end of period           $10.135
Number accumulation units outstanding at end of
 period (in thousands)                             1,040
 
<CAPTION>
                                                      1989         1988
                                                   ----------   ----------
<S>                                                <C>          <C>
VOYAGER FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $10.170      $10.000(a)
Accumulation unit value at end of period           $13.272      $10.170
Number accumulation units outstanding at end of
 period (in thousands)                             2,968        762
GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $11.848      $10.000(a)
Accumulation unit value at end of period           $14.166      $11.848
Number accumulation units outstanding at end of
 period (in thousands)                             7,037        2,187
GLOBAL ASSET ALLOCATION FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $10.545      $10.000(a)
Accumulation unit value at end of period           $12.068      $10.545
Number accumulation units outstanding at end of
 period (in thousands)                             3,293        2,274
HIGH YIELD FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $10.624      $10.000(a)
Accumulation unit value at end of period           $10.200      $10.624
Number accumulation units outstanding at end of
 period (in thousands)                             2,680        1,822
U.S. GOVERNMENT AND HIGH QUALITY FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $10.150      $10.000(a)
Accumulation unit value at end of period           $11.414      $10.150
Number accumulation units outstanding at end of
 period (in thousands)                             5,399        2,786
MONEY MARKET FUND SUB-ACCOUNT
Accumulation unit value at beginning of period     $ 1.045      $ 1.000(a)
Accumulation unit value at end of period           $ 1.124      $ 1.045
Number accumulation units outstanding at end of
 period (in thousands)                             21,986       13,212
GLOBAL GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period      --           --
Accumulation unit value at end of period            --           --
Number accumulation units outstanding at end of
 period (in thousands)                              --           --
UTILITIES GROWTH AND INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period      --           --
Accumulation unit value at end of period            --           --
Number accumulation units outstanding at end of
 period (in thousands)                              --           --
DIVERSIFIED INCOME FUND SUB-ACCOUNT
Accumulation unit value at beginning of period      --           --
Accumulation unit value at end of period            --           --
Number accumulation units outstanding at end of
 period (in thousands)                              --           --
NEW OPPORTUNITIES FUND SUB-ACCOUNT
Accumulation unit value at beginning of period      --           --
Accumulation unit value at end of period            --           --
Number accumulation units outstanding at end of
 period (in thousands)                              --           --
ASIA PACIFIC GROWTH FUND SUB-ACCOUNT
Accumulation unit value at beginning of period
Accumulation unit value at end of period
Number accumulation units outstanding at end of
 period (in thousands)
</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.
    
   
(f) Inception date May 1, 1995.
    
 
                                       9
<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  Asia Pacific Growth Fund, 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  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
Annual 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 reflects the recurring charges at the Separate Account level including the
Annual Maintenance Fee.
    
 
   
    Total  return at the  Separate Account level  includes all Contract charges:
sales charges, mortality and  expense risk charges,  and the Annual  Maintenance
Fee,  and  is therefore  lower  than total  return at  the  Fund level,  with no
comparable charges. Likewise, yield at  the Separate Account level includes  all
recurring  charges (except sales charges), and  is therefore lower than yield at
the Fund level, with no comparable charges.
    
 
   
    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 Separate  Account. Please read  the Glossary of  Special Terms on
pages 3 and 4 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   Separate    Account.   Initially    there   are    no   deductions    from
    
 
                                       10
<PAGE>
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.
    
 
    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 under this  Prospectus.
Although the
    
 
                                       11
<PAGE>
   
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
 
    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
    
 
                                       12
<PAGE>
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 06102-2999.
    
 
   
    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 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 ASIA PACIFIC GROWTH FUND
 
    Seeks capital appreciation by investing primarily in securities of companies
located in Asia and in the Pacific Basin.
 
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.
 
                                       13
<PAGE>
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 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 Asia Pacific Growth Fund, 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  restrictions,  risks,  charges and
expenses and other aspects of their operation are 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  Policy  Owners, the  Trust's  Board  of
Trustees  would  monitor  events in  order  to identify  any  material conflicts
between such Contract Owners and Policy Owners 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.
    
 
                                       14
<PAGE>
   
    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.
    
 
    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.
 
                                       15
<PAGE>
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  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.  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.  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.
    
 
   
    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  provide  certain
information for identification purposes. All transfer instructions by  telephone
are tape recorded.
    
 
   
    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.  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.
    
 
   
    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 FIXED ACCOUNT AND THE SUB-ACCOUNTS
 
   
    Subject to  the  restrictions set  forth  above, transfers  from  the  Fixed
Account into a Sub-Account may be made at any time during the Contract Year. The
maximum  amount  which may  be  transferred from  the  Fixed Account  during any
Contract Year is the greater of 30% of the Fixed Account balance as of the  last
Contract Anniversary or the greatest amount of any prior transfer from the Fixed
Account. If 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.
    
 
                                       16
<PAGE>
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. 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.
 
   
    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 Annual  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.
    
 
   
    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 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 23.)
 
   
    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 Services, 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 19.)
    
 
                                       17
<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  the Death Benefit 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.
    
 
   
    GUARANTEED DEATH BENEFIT -- If, upon death prior to the Annuity Commencement
Date, the Annuitant or Contract Owner, as applicable, had not attained his  90th
birthday,  the Beneficiary will  receive the greatest of  (a) the Contract Value
determined as of the day  written proof of death of  such person is received  by
Hartford  Life, or (b) 100% of the total Premium Payments made to such Contract,
reduced  by  any  prior  surrenders,  or  (c)  the  Maximum  Anniversary   Value
immediately  preceding the date of death. The Maximum Anniversary Value is equal
to the greatest Anniversary Value attained from the following:
    
 
    As of the  receipt of  due proof  of death,  the Company  will calculate  an
Anniversary Value for each Contract Anniversary prior to the deceased's attained
age  81. The  Anniversary Value  is equal  to the  Contract Value  on a Contract
Anniversary, increased by the  dollar amount of any  premium payment made  since
that  anniversary and  reduced by  the dollar  amount of  any partial surrenders
since that anniversary.
 
   
    If the  deceased,  the  Annuitant  or Contract  Owner,  as  applicable,  had
attained age 90, then the Death Benefit will equal the Contract Value.
    
 
   
    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. The  proceeds
due on the death may be applied to provide variable payments, fixed payments, or
a  combination of  variable and  fixed payments.  However, 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 Contract Value and the Maximum Anniversary Value of the Contract will
be unaffected by treating the spouse as the Contract Owner.
    
 
    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 Securities and
Exchange  Commission;  (b)  the  Securities  and  Exchange  Commission   permits
postponement  and  so  orders; or  (c)  the Securities  and  Exchange Commission
determines that an emergency exists making valuation of the amounts or  disposal
of securities not reasonably practicable.
 
   
    GROUP UNALLOCATED CONTRACTS -- For Group Unallocated Contracts Hartford Life
requires  that detailed  accounting of cumulative  purchase payments, cumulative
gross surrenders, and current Contract  Value attached to each Plan  Participant
be  submitted  on an  annual  basis by  the  Contract Owner.  Failure  to submit
accurate data satisfactory to Hartford Life will give Hartford Life the right to
terminate this extension of benefits.
    
 
                                       18
<PAGE>
                           CHARGES UNDER THE CONTRACT
 
CONTINGENT DEFERRED SALES CHARGES
 
    There is no deduction  for sales expenses from  Premium Payments when  made.
However,  a contingent  deferred sales charge  may be  assessed against Contract
Values when they are surrendered.
 
    The length  of  time from  receipt  of a  Premium  Payment to  the  time  of
surrender determines the contingent deferred sales charge. Premium payments will
be deemed to be surrendered in the order in which they were received.
 
DURING THE FIRST SEVEN CONTRACT YEARS
 
    During  the first  seven Contract years,  all surrenders will  be first from
Premium Payments and then from other Contract Values. If an amount equal to  all
premium  payments has been surrendered, a  contingent deferred sales charge will
not be assessed against the surrender of the remaining Contract Value.
 
AFTER THE SEVENTH CONTRACT YEAR
 
    After the seventh Contract year, all surrenders will first be from  earnings
and  then from premium payments. A contingent  deferred sales charge will not be
assessed against the surrender of earnings.  If an amount equal to all  earnings
has  been surrendered, a  contingent deferred sales charge  will not be assessed
against premium payments received more than seven years prior to surrender,  but
will  be assessed against premium payments  received less than seven years prior
to surrender.
 
    The charge  is a  percentage of  the  amount withdrawn  (not to  exceed  the
aggregate amount of the Premium Payments made) and equals:
 
<TABLE>
<CAPTION>
                              LENGTH OF TIME
          CHARGE           FROM PREMIUM PAYMENT
          ------           --------------------
                            (NUMBER OF YEARS)
          <S>              <C>
           6 %                 1
           6 %                 2
           5 %                 3
           5 %                 4
           4 %                 5
           3 %                 6
           2 %                 7
           0 %                 8 or more
</TABLE>
 
   
    The contingent deferred sales charges are used to cover expenses relating to
the  sale and distribution  of the Contracts, including  commissions paid to any
distribution organization and its sales  personnel, the cost of preparing  sales
literature and other promotional activities. 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.
    
 
    During the first seven Contract Years, 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. After  the seventh Contract  year, the Contract  Owner may make  a
partial  surrender of 10% of premium payments  made during the seven years prior
to the surrender and 100% of the  Contract Value less the premium payments  made
during  the seven years prior to the surrender. The amounts not subject to sales
charges are known as the Annual Withdrawal Amount. The Annual Withdrawal  Amount
is  the amount which  can be withdrawn  in any Contract  Year prior to incurring
surrender charges. An  Extended Withdrawal Privilege  rider allows an  Annuitant
who attains age 70 under a Qualified Plan to withdraw an amount in excess of the
Annual Withdrawal Amount to comply with IRS minimum distribution rules.
 
    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
 
                                       19
<PAGE>
   
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.
    
 
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 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  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
Maintenance Fee of  $30 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  Annual  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.
 
                                       20
<PAGE>
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 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 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.
    
 
                                       21
<PAGE>
    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 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 15)  for the day for  which the Annuity  Unit value is being
calculated and (2) a factor to  neutralize the assumed investment rate of  5.00%
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 3% per
annum for the Fixed Annuity and 5% per annum for the Variable Annuity.
 
    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.
 
                                       22
<PAGE>
    THE  A.I.R. ASSUMED  IN THE  MORTALITY TABLES  WOULD PRODUCE  LEVEL VARIABLE
ANNUITY PAYMENTS IF  THE INVESTMENT  RATE REMAINED CONSTANT.  IN FACT,  PAYMENTS
WILL VARY UP OR DOWN AS THE INVESTMENT RATE VARIES UP OR DOWN FROM THE A.I.R.
 
    The  Annuity  Unit value  used  in calculating  the  amount of  the Variable
Annuity payments will be  based on an  Annuity Unit value  determined as of  the
close of business on a day no earlier than the fifth Valuation Day preceding the
date of the Annuity payment.
 
                           FEDERAL TAX CONSIDERATIONS
WHAT ARE SOME OF THE FEDERAL TAX CONSEQUENCES WHICH AFFECT THESE CONTRACTS?
 
A. GENERAL
 
    SINCE  THE TAX LAW IS COMPLEX AND SINCE TAX CONSEQUENCES WILL VARY ACCORDING
TO THE ACTUAL STATUS OF THE CONTRACT  OWNER INVOLVED AND THE TYPE OF PLAN  UNDER
WHICH THE CONTRACT IS PURCHASED, LEGAL AND TAX ADVICE MAY BE NEEDED BY A PERSON,
TRUSTEE  OR  OTHER ENTITY  CONTEMPLATING THE  PURCHASE  OF A  CONTRACT DESCRIBED
HEREIN.
 
   
    It should be understood that any detailed description of the Federal  income
tax  consequences regarding  the purchase of  these Contracts cannot  be made in
this Prospectus and  that special tax  rules may be  applicable with respect  to
certain  purchase situations  not discussed herein.  In addition,  no attempt is
made here  to consider  any applicable  state or  other tax  laws. For  detailed
information,  a qualified tax adviser should always be consulted. The discussion
here and in  Appendix I,  commencing on  page 30,  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  15). 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  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.
 
                                       23
<PAGE>
    2.  OTHER CONTRACT OWNERS (NATURAL PERSONS).  A Contract Owner is not  taxed
        on increases in the value of the Contract until an amount is received or
        deemed  received,  e.g., in  the form  of  a lump  sum payment  (full or
        partial value of a Contract) or as Annuity payments under the settlement
        option elected.
 
        The provisions of Section  72 of the  Code concerning distributions  are
        summarized  briefly below.  Also summarized are  special rules affecting
        distributions from Contracts obtained in  a tax-free exchange for  other
        annuity contracts or life insurance contracts which were purchased prior
        to August 14, 1982.
 
       a.  DISTRIBUTIONS PRIOR TO THE ANNUITY COMMENCEMENT DATE.
 
          i.   Total  premium  payments  less amounts  received  which  were not
               includable in gross income equal the "investment in the contract"
               under Section 72 of the Code.
 
          ii.   To the  extent that  the  value of  the Contract  (ignoring  any
                surrender  charges  except  on  a  full  surrender)  exceeds the
                "investment  in  the  contract,"  such  excess  constitutes  the
                "income on the contract."
 
          iii.  Any  amount  received or  deemed received  prior to  the Annuity
                Commencement Date (e.g., upon a partial surrender) is deemed  to
                come  first from any such "income on the contract" and then from
                "investment in  the  contract,"  and  for  these  purposes  such
                "income  on the contract" shall be  computed by reference to any
                aggregation rule in  subparagraph 2.c. below.  As a result,  any
                such  amount received or deemed received (1) shall be includable
                in gross income to the extent  that such amount does not  exceed
                any  such  "income  on  the  contract,"  and  (2)  shall  not be
                includable in gross income to  the extent that such amount  does
                exceed  any such "income  on the contract." If  at the time that
                any amount is received or deemed received there is no "income on
                the contract" (e.g.,  because the  gross value  of the  Contract
                does  not  exceed  the  "investment  in  the  contract"  and  no
                aggregation rule applies), then  such amount received or  deemed
                received will not be includable in gross income, and will simply
                reduce the "investment in the contract."
 
          iv.  The  receipt of any  amount as a  loan under the  Contract or the
               assignment or pledge of any portion of the value of the  Contract
               shall  be  treated as  an amount  received  for purposes  of this
               subparagraph a. and the next subparagraph b.
 
          v.   In general,  the  transfer  of the  Contract,  without  full  and
               adequate consideration, will be treated as an amount received for
               purposes  of this  subparagraph a.  and the  next subparagraph b.
               This transfer rule does not apply, however, to certain  transfers
               of property between spouses or incident to divorce.
 
       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).
 
                                       24
<PAGE>
       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 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.
 
       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
 
                                       25
<PAGE>
              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.
 
        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
 
                                       26
<PAGE>
        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  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 30 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.
    
 
                                GENERAL MATTERS
 
ASSIGNMENT
 
    Ownership  of a Contract described  herein is generally assignable. However,
if the Contracts are issued pursuant to some form of qualified retirement  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 23.)
 
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
    
 
                                       27
<PAGE>
   
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 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.
    
 
                                       28
<PAGE>
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.
 
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  incorporated by  reference in this
Prospectus and  elsewhere in  the 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 includes an explanatory paragraph with respect to the adoption
of new accounting  standards 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
    
 
                                       29
<PAGE>
                                   APPENDIX I
                             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:
 
    (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
 
                                       30
<PAGE>
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 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
 
                                       31
<PAGE>
  designated Beneficiary  (or  over  a  period not  extending  beyond  the  life
  expectancy  of  the  beneficiary).  If  the  Beneficiary  is  the individual's
  surviving spouse, distributions may be delayed until the individual would have
  attained age 70 1/2.
 
    If an individual dies after  reaching his or her required beginning date  or
  after  distributions have commenced, the  individual's interest must generally
  be distributed at  least as  rapidly as under  the method  of distribution  in
  effect at the time of the individual's death.
 
 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.
 
                                       32
<PAGE>
                               TABLE OF CONTENTS
                                      FOR
                      STATEMENT OF ADDITIONAL INFORMATION
 
<TABLE>
<CAPTION>
SECTION                                                                                                               PAGE
- -----------------------------------------------------------------------------------------------------------------     -----
<S>                                                                                                                <C>
INTRODUCTION.....................................................................................................
DESCRIPTION OF HARTFORD LIFE INSURANCE COMPANY...................................................................
SAFEKEEPING OF ASSETS............................................................................................
INDEPENDENT PUBLIC ACCOUNTANTS...................................................................................
DISTRIBUTION OF CONTRACTS........................................................................................
ANNUITY/PAYMENT PERIOD...........................................................................................
  Annuity Payments...............................................................................................
  The Annuity Unit and Valuation.................................................................................
  Determination of Payment Amount................................................................................
CALCULATION OF YIELD AND RETURN..................................................................................
PERFORMANCE COMPARISONS..........................................................................................
FINANCIAL STATEMENTS.............................................................................................
</TABLE>
 
                                       33
<PAGE>
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, 1988 and any increases in cash
value after December 31, 1988 may not be distributed to you unless you have:
 
       a. attained age 59 1/2
 
       b. 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 Services
    P.O. Box 5085
    Hartford, CT 06102-5085
Name of Contract Owner/Participant: ____________________________________________
Address: _______________________________________________________________________
City or Plan/School District: __________________________________________________
Date: __________________________________________________________________________
<PAGE>
    To   obtain   a   Statement   of    Additional
Information, 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 Putnam Capital Manager Variable to
me at the following address.
    _________________________________________
                       Name
     _________________________________________
                      Address
     _________________________________________
         City/State               Zip Code
<PAGE>

                                        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:  Annuity Marketing Services, P.O. Box 5085, Hartford, CT
06102-5085.




Date of Prospectus:  May 1, 1996

Date of Statement of Additional Information:  May 1, 1996


<PAGE>

                                         -2-

                                  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. . . . . . . . . . . . .

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

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

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

<PAGE>

                                         -3-

                                     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 "Annuity Options," 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 eleven Portfolios ("Funds") of Putnam Capital
Manager Trust, an open-end diversified series investment company:  PCM Asia
Pacific Growth Fund, 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.  If, upon death prior to the Annuity Commencement
Date, the Annuitant or Contract Owner, as applicable, had not attained his 90th
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 surrenders since the immediately preceding Specified Contract
Anniversary.

<PAGE>

                                         -4-

                    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.

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

                                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 06103,
independent public accountants, will perform an annual audit of the Separate
Account.  The financial statements and schedules included in this Statement of
Additional Information and elsewhere in the Registration Statement have been
audited by Arthur Andersen LLP as indicated in their reports with respect
thereto and are included herein in reliance upon 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 
includes an explanatory paragraph with respect to the adoption of new 
accounting 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

<PAGE>

                                         -5-

Act of 1934 as a Broker-Dealer and is a member of the National Association of
Securities Dealers, Inc. ("NASD").

Commissions will be paid by Hartford 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.

          ILLUSTRATION OF CALCULATION OF ANNUITY UNIT VALUE

1. Net Investment Factor for period. . . . . . . . . . 1.011225
2. Adjustment for 4% Assumed Investment Rate . . . . . ..999892
3. 2 x 1 . . . . . . . . . . . . . . . . . . . . . . . 1.011116
4. Annuity Unit value, beginning of period . . . . . .  .995995
5. Annuity Unit value, end of period (3x4) . . . . . . 1.007066

<PAGE>

                                         -6-

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 1983a Individual Annuity Mortality Table with ages set back one
year with an assumed investment rate ("A.I.R.") of 3.00% per annum for a Fixed
Annuity and 5.00% per annum for a Variable Annuity.  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.

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

<PAGE>

                                         -7-

                           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:

       Effective Yield = [(Base Period Return + 1) 365/7] - 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             =    4.98%
       Effective Yield   =    5.10%

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.

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.

<PAGE>

                                         -8-

      Example:

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

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

      Yield = 3.47%

HIGH YIELD FUND SUB-ACCOUNT

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:

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

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

      Yield = 9.21%

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:

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

<PAGE>

                                         -9-

      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:

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

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

      Yield = 2.34%

CALCULATION OF TOTAL RETURN.  As summarized in the Prospectus under the heading
"Performance Related Information", total return is a measure of the change in
value of an investment in a Sub-Account over the period covered.  The formula
for total return used herein includes three steps: (1) calculating the value of
the hypothetical initial investment of $1,000 as of the end of the period by
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 the $30.00 Annual Maintenance Fee (if applicable) 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.

<PAGE>

                                         -10-

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.

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.

<PAGE>

                                         -11-

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") is 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 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.
<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>
                                                                        33-73566



                                     PART C

<PAGE>

                                OTHER INFORMATION

Item 24.  Financial Statements and Exhibits

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

     (b)  (1)  The resolution authorizing the separate account is incorporated
               by reference to Post-Effective Amendment No. 2, to the
               Registration Statement File No. 33-73566, 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)  Certificate of Incorporation of Hartford Life Insurance
                    Company is incorporated herein.

          (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>


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>

          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.


<PAGE>

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 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>


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

          George R. Jay                 Controller

<PAGE>

          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.  Undertakings

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

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

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

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


<PAGE>

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

                                   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  15day
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 *                           -------------------------
Leonard E. Odell, Jr., Senior                         Lynda Godkin
   Vice President, Director *                         Attorney-In-Fact
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 *


<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.   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>

     (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.

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

<PAGE>

     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>

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. 33-73566

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. 33-73566 for Hartford Life Insurance Company 
Putnam Capital Manager Trust Separate Account on Form N-4.

    

                                         /s/ Arthur Andersen LLP

   

Hartford, Connecticut
April 24, 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>

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 6
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               DEC-31-1995
<INVESTMENTS-AT-COST>                    4,480,918,925
<INVESTMENTS-AT-VALUE>                   5,788,848,321
<RECEIVABLES>                                6,987,492
<ASSETS-OTHER>                                       0
<OTHER-ITEMS-ASSETS>                                 0
<TOTAL-ASSETS>                           5,795,835,813
<PAYABLE-FOR-SECURITIES>                     7,005,508
<SENIOR-LONG-TERM-DEBT>                              0
<OTHER-ITEMS-LIABILITIES>                            0
<TOTAL-LIABILITIES>                          7,005,508
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<EQUALIZATION>                                       0
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